Josephine County Board ofCommissioners WBS (Paperless).pdf2014/06/04 · 4 Amendment# 1 to...

Josephine County Board of CommissionersCherryl Walker, Chair; Keith Heck, Vice Chair; and Simon G. Hare, Commissioner

Josephine County Courthouse, 500 N.W. 6th Street Dept. 6, Grants Pass, OR 97526541) 474- 5221, Fax( 541) 474- 5105 httn:// www.co. iosenhine. or.us

WEEKLY BUSINESS SESSIONAgenda

June 4, 2014, 9: 00 a.m.2" d

Wednesday ofMonth is Evening Meeting)Anne G. Basker Auditorium

604 N.W. Sixth Street, Grants Pass, Oregon

1. ADMINISTRATIVE ACTION(S) IN CONSIDERATION OF:

a. Approval of Amendment# 1 to Agreement OR2012. 002 with Manatron, Inc.; and Escrow Agreement2. REQUESTS/COMMENTS FROM CITIZENS: ( Each person will be given three( 3) minutes to speak)

3. APPROVAL OF CONSENT CALENDAR:

a. Minutes( Draft minutes are available for viewing in the Board's Office)County Administration Workshop—May 15, 2014General Discussion— May 20, 2014Weekly Business Session— May 21, 2014Executive Session— May 21, 2014County Administration Workshop—May 22, 2014

b. Resolution In the Matter of an Appointment to the Josephine County Rural Planning Commissionc. ODOT Agreement 29939— 5311 Rural Operating Funds

d. Approval of$35,000 Economic Development Request from Josephine Community Libraries, Inc. Effective July 1,2014

4. OTHER: ( ORS. 192.640( 1) ". . . notice shall include a list of the principal subjects anticipated to be considered at themeeting, but this requirement shall not limit the ability ofa governing body to consider additional subjects.')

5. MATTERS FROM COMMISSIONERS:

The Board requests that you follow the rules and procedures for meetings as described in ORDINANCE 92-27, SECTION 7

Meetings shall at all times be orderly and respectful. When permitted, each person shall be given three( 3) minutes to speak or such other longer time as may beallowed by the presiding officer. No person shall be heard until he or she states their name and address for the record. The presiding officer may terminate themeeting when necessary or refuse to recognize anyone who:

a. Is disorderly, abusive or disruptive;

b. Takes part in or encourages audience demonstrations, such as applause, cheering, display of signs, shouting or other conduct disruptive of the meeting;c. Speaks without first receiving recognition from the presiding officer and stating his or her full name and residential address( when requested); ord. Presents irrelevant, immaterial or repetitious comments.

If special physical or language accommodations are needed for this Public Session, please notify the Commissioners' Officeat( 541) 474-5221 at least 48- hours prior to Session. TDD( Hearing-Impaired) 1- 800-735-2900.

I

011rLiis

Josephine County Board of CommissionersCherry! Walker, Chair U Keith Heck, Vice Chair o Simon G. Hare, Commissioner

AGENDA REQUEST FOR BOARD OF COMMISSIONERSAgendas are limited to Requests received no later than NOON on Monday of the week scheduled for Administration Workshop

Requests received after that time will be placed on the Administration Workshop agenda for the following weekIncorrect or incomplete documents will be returned to the contact person

If sending documents electronically- send to both

twharton(a.co.iosephine.or.us and Imcelmurrv(a co.iosephine.or.us

Date submitted to BCC 5/27/14 REVISED

Requested Meeting Date ( Administration Workshop) N/ AFEBRUARY 2014

Requested Meeting Date( Weekly Business Session) 6/4/ 14

AGENDA TITLE: Amendment# 1 to Agreement 0R2012.002 with Manatron, Inc.; and Escrow Agreement

Department I AssessorContact Person: Include Title& Extension# I Connie Roach, Assessor# 5260Presenter: Include Name(s) and Title(s) I Connie Roach, Assessor& John McCafferty, Chief Deputy Assessor 1Background information This amends the current contract, dated March 28, 2012, between the County

and Manatron, Inc., for the purchase of a tax/assessment software system. The

amendment allows for changes to the software and to the schedule of delivery forthe project. The Escrow Agreement is to secure the obligations of Manatron inrelation to the scope of work in the agreement.

Action you are requesting from the Board I Approve and sign the Amendment and the Escrow Agreement IReview by CFO ( Yes, No, or N/A) I Yes 1Review by Legal Counsel ( Yes, No, or N/A) I YesRevenue or Cost to County I N/ANotes or Special Instruction to BCC Staff I Please return a copy of each to the Assessor.

Title of Document(s) Number of Are all signatures Will a state or federal Are additional Will additional

Submitted original on the documents? agency be signing signatures needed? signatures be

All exhibits to a documents YIN or BCC only the document? YIN YIN received

document must be submitted electronically? YINclearly marked)

Amendment# 1 to 1 BCC only N N N

Agreement

Escrow Agreement I 1 I BCC only I N I N I N

DOCUMENT DISTRIBUTION:

If all signatures are on the document: Board staff is required to submit one fully executed original for recording in the County Clerk'soffice. If multiple originals are submitted, all but one original will be returned to the contact person.State and federal agencies— if all signatures are not on the document:

Original documents: Board staff retain one original with Board signatures and return the remainder originals to the contact person to

obtain the remaining signatures. Upon department receipt of the fully executed document, one fully executed original or electronic copymust be returned to the Board staff for recording in the County Clerk's office.

Electronic documents: Board staff will retain one original and return one original to the contact person to obtain the remainingsignature. Upon department receipt of the fully executed electronic document, one fully executed electronic original must be returned to theBoard staff for recording in the County Clerk's office.

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Amendment# 1 to Agreement OR2012.002

THIS AGREEMENT is made by and between Josephine County, Oregon (the " County")and Manatron, Inc. (" Manatron").

WHEREAS, the parties have previously entered into a contract # 0R2012.002 dated

March 28, 2012 for the purchase of the Manatron GRM-Tax and Custom CAMA softwaresystem; and

WHEREAS, the County and Manatron now wish to amend and clarify certain provisionsof the Agreement to account for changes to the software delivered and to the schedule of deliveryfor the project which have arisen during the period of performance for Agreement # OR

2012.002;

NOW, THEREFORE, in consideration of the mutual promises contained herein and othergood and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,the parties agree to modify the Agreement and clarify the timing of certain payment and projectactivities within the Agreement dated March 28, 2012 as follows:

I. Josephine County agrees to implement the Pro Val CAMA module in place ofthe previously agreed upon Custom CAMA module.

II. Josephine County has budgeted an additional (2014/ 15) $ 25, 000 to convert data

from SQL into the loader tables. Manatron will match this up to $ 15, 000 in the

form of a credit to ongoing project management payments, based on costsincurred by the County for our SQL consultant.

III. Manatron will reduce the cost of annual maintenance and support by$ 20,000annually to bring it to parity with the market costs in Oregon associated withPro Val maintenance and support.

IV. Manatron will further credit the County with costs associated with a site visit forEve Arce of the County to visit the client production site for the GRM/Pro Valsoftware in Kootenai County, ID. This visit shall be scheduled no later than 12

months from the date of execution for this Amendment.V. Upon market availability, Josephine County will have the option to deploy the full

product suite delivered to any other Oregon County without additional license feesassociated with product upgrades. Furthermore, Josephine County will be included inany user groups or other consultative groups engaged in discussions around theproduct plan and path for the Oregon market. sce , F- uvm.

VI. Manatron shall host GRM/ProVal application until_cakKaluation product isaccepted, at no additional cost to County. The terms ofhosting the GRM/ProValapplication shall be by separate agreement.

VII. Contracted payments already received by Manatron shall be placed in an escrowaccount until Josephine County accepts the delivery of the software through useracceptance testing. The terms of the escrow account shall be by separate agreement.

VIII. Retainage shall increase to 50% on remaining payments, according to an amendedmilestones and payments schedule by separate agreement.

Josephine County, OR— Amendment# 1 to Agreement# OR2012.002 Page 1 T.W.

IN WITNESS WHEREOF, the County and Manatron, Inc. have each caused this Contract to besigned and delivered by its duly authorized representative as of the date listed below.

MANATRON, INC. JOSEPHINE COUNTY

BOARD OF COMMISSIONERS

By: fts,_

SVP% Managing Director, Government Cherryl Walker, ChairTom Walsh

K. O. Heck, Vice Chair

Simon Hare, Commissioner

Date: April 28. 2014 Date:

Recommended By:

Connie Roach, Josephine County Assessor

Eve Arce, Josephine County Treasurer

Approved as to Form: tpai LCounty Legal Counsel

Josephine County, OR— Amendment# 1 to Agreement# OR2012.002 Page 2 T.W.

ESCROW AGREEMENT

This ESCROW AGREEMENT (" Agreement"), dated 2014 (" EffectiveDate"), by and among, Manatron, Inc. ( the " Manatron"), and Josephine County, Oregon ( theCounty"), and Satterlee Stephens Burke& Burke, as Escrow Agent( the" Escrow Agent").

Manatron and County are parties to a Statement of Work (" SOW") to the Agreement for

Professional Services, effective March 29, 2012 by and between Manatron, Inc. and JosephineCounty, Oregon (" Master Agreement"), pursuant to which Manatron provides the County certainsoftware to support the business processes necessary for the assessor' s office to appraise, assess andcollect real and personal property taxes within the State of Oregon ( hereafter referred to as theAssessment and Taxation Software"), for and on behalf of County.

The County has paid Manatron for licenses to GRM CAMA, also known as CustomCAMA,pursuant to the Master Agreement. However, the County will be migrated from the GRM CAMAalso known as CustomCAMA licenses to GRM and ProVal licenses pursuant to the SOW, andManatron has agreed to deliver an amount of money equal to the fees previously paid under theMaster Agreement by County as of the date of this agreement into an escrow account herebyestablished. As more fully described in this Agreement, the Escrow Funds will be held by theEscrow Agent and distributed to Manatron or the County based on the successful completion of themigration in accordance with the terms of the SOW. Capitalized terms used and not defined hereinshall have the meanings ascribed to them in the Master Agreement or SOW.

The parties agree as follows:

1. Establishment of the Escrow Fund. Manatron will deposit with the Escrow Agent,and the Escrow Agent hereby acknowledges receipt of, the sum of$ 264,029.41 to secure certainobligations of Manatron set forth in the SOW. Such deposit ( including any interest thereon), lessany distributions pursuant to Sections 3 or 4, is referred to herein as the " Escrow Fund". The

Escrow Agent will hold and dispose of the Escrow Fund, and any accretions thereto or income withrespect thereto, in accordance with the terms and conditions of this Agreement.

2. Investment of the Escrow Fund.

2. 1 Investment. The Escrow Agent shall invest any or all of the Escrow Fundand interest thereon, in a federally insured account as directed in writing by Manatron or itsdesignee. The parties acknowledge that the Escrow Agent shall not exercise any independentinvestment discretion in connection with the Escrow Fund.

2.2 Escrow Ledger. The Escrow Agent shall maintain a ledger ( the " EscrowLedger") setting forth (a) the name and address of the County; (b) the Value of the Escrow Fund asof the date hereof; ( c) all income or other items added to and distributions from or other itemscharged against the Escrow Fund; and ( d) with respect to any distribution to Manatron or CountyEscrow Fund 1

pursuant to this Agreement, the provision of this Agreement pursuant to which such distribution hasbeen made.

3. Distribution of Income. In the event Manatron successfully meets the CompletionCriteria set forth below, then Manatron may make a claim to the Escrow Agent for distribution ofthat portion of the Escrow Fund listed below ( including any interest thereon) to Manatron. In theevent Manatron does not successfully meet the Completion Criteria set forth below, then the Countymay make a claim to the Escrow Agent for distribution of that portion of Escrow Fund listed belowincluding any interest thereon) to the County.

3. 1 Completion Criteria:

1) First Milestone. Forty percent (40%) of the Escrow Fund may be released toManatron after software functionality performs according to standards indicated inin Track 7 for Oregon Ballot Measures 5 and 50, and the County has completedTrack Acceptance and complied with 7. 9.2 of the Statement of Work.

2) Second Milestone. Sixty percent( 60%) of the Escrow Fund may be released toManatron after the County' s Go-Live Date as defined in the Master Agreement.

4. Procedures with Respect to Claims.

4. 1 Claims by Manatron. If Manatron submits a claim to the Escrow Agent for

distribution of the Escrow Funds, Manatron shall give written notice of such claim ( a " Claim

Notice") to the County and the Escrow Agent. Any such Claim Notice shall include the amount ofthe Escrow Fund that is claimed to be due to Manatron, the reasons therefor, including, asapplicable, the Completion Criteria met by Manatron in the SOW, and instructions from Manatronto the Escrow Agent as to where such payments shall be made.

4.2 Claims Process. Within 30 days after receipt of any Claim Notice fromManatron asserting a claim to the Escrow Fund ( or a portion thereof), the County shall, by writtennotice to Manatron with a copy to the Escrow Agent, either ( a) consent to the payment of theclaimed amount from the Escrow Fund to Manatron; or ( b) deny consent to the payment of theclaimed amount from the Escrow Fund to Manatron ( such denial may be based, without limitation,on the County' s need to further investigate the claim). Failure of the County to give such noticewithin the specified period shall be deemed to be the County' s consent to the payment of theclaimed amount from the Escrow Fund to Manatron, provided the County has actually received theClaim Notice.

4.3 Payment of Claims. The Escrow Agent shall make payment of the amount

claimed by Manatron from the Escrow Fund ( including any interest thereon) (a) promptly following

any consent by the County pursuant to Section 4.2; ( b) promptly following receipt by the EscrowAgent of joint written instructions from Manatron and the County directing that such payment bemade to Manatron; or( c) as directed by a decision of the panel of arbitrators to whom the claim was

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submitted or by a final order of a court of competent jurisdiction; provided, that such order is notsubject to further appeal or other appellate review.

5. Distributions to the County from the Escrow Fund. If the County submits a claim tothe Escrow Agent for distribution of the Escrow Funds, the County shall give written notice of suchclaim (also referred to as a " Claim Notice") to Manatron and the Escrow Agent. Any such ClaimNotice shall include the amount of the Escrow Fund that is claimed to be due to the County, thereasons therefor, including, as applicable, the Completion Criteria in the SOW that Manatron failedto meet, and instructions from the County to the Escrow Agent as to where such payments shall bemade.

5. 1 Claims Process. Within 30 days after receipt of any Claim Notice from theCounty asserting a claim to the Escrow Fund, Manatron shall, by written notice to the County with acopy to the Escrow Agent, either (a) consent to the payment of the Escrow Fund to the County; orb) deny consent to the payment of the Escrow Fund to the County ( such denial may be based,

without limitation, on Manatron' s need to further investigate the claim). Failure of Manatron to

give such notice within the specified period shall be deemed to be Manatron' s consent to the

payment of the Escrow Fund to the County, provided Manatron has actually received the ClaimNotice.

5. 2 Payment of Claims. The Escrow Agent shall make payment of the EscrowFund ( including any interest thereon) ( a) promptly following any consent by Manatron pursuant toSection 5. 1; ( b) promptly following receipt by the Escrow Agent of joint written instructions fromthe County and Manatron directing that such payment be made to the County; or( c) as directed by adecision of the panel of arbitrators to whom the claim was submitted or by a final order of a court ofcompetent jurisdiction; provided, that such order is not subject to further appeal or other appellatereview.

6. Termination. This Agreement shall commence on the Effective Date and terminate

upon the distribution of all of the Escrow Fund and all other sums held by the Escrow Agentpursuant to this Agreement.

7. Duties of the Escrow Agent.

7. 1 Duties Limited. The Escrow Agent shall perform only the duties expresslyset forth herein, and shall not be required to refer to the SOW, except as expressly set forth herein,in performing its duties hereunder.

7.2 Reliance. The Escrow Agent may rely upon, and shall be protected in actingor refraining from acting upon, any written notice, instruction or request furnished to it hereunderand believed by it to be genuine and to have been signed or presented by the proper party or parties.

7. 3 Good Faith. Manatron and the County, jointly and severally shall indemnifythe Escrow Agent and hold it harmless against any loss, liability or expense incurred without gross

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negligence or bad faith on its part, arising out of or in connection with this Agreement, including thereasonable costs and expenses incurred in defending any such claim of liability. The Escrow Agentmay consult with its own counsel, and shall have full and complete authorization and protection forany action taken or suffered in good faith and in accordance with the opinion of such counsel.

8. Resignation and Termination of the Escrow Agent.

8. 1 Resignation. The Escrow Agent may resign at any time by giving 30 days'written notice of such resignation to Manatron and the County. Thereafter, the Escrow Agent shallhave no further obligation hereunder except to hold the Escrow Fund as depository. In such event,the Escrow Agent shall not take any action until Manatron and the County have designated abanking corporation, trust company, attorney or other person as successor Escrow Agent. Upon

receipt of such instructions, the Escrow Agent shall promptly deliver the Escrow Fund to suchsuccessor Escrow Agent and shall thereafter have no further obligations hereunder.

8. 2 Termination. Manatron and the County together may terminate theappointment of the Escrow Agent hereunder upon written notice specifying the date upon whichsuch termination shall have effect. In the event of such termination, Manatron and the County shallwithin 30 days of such notice jointly appoint a successor Escrow Agent and the Escrow Agent shallturn over to such successor Escrow Agent all funds in the Escrow Fund and any other amounts heldby it pursuant to this Agreement. Upon receipt of the funds and other amounts, the successor

Escrow Agent shall thereupon be bound by all of the provisions hereof.

9. Fees and Expenses of Escrow Agent.

9. 1 Escrow Agent. Manatron shall pay the reasonable and necessary fees andexpenses of the Escrow Agent, which the Escrow Agent charges for committing to act, or acting, insuch capacity, and for carrying out its duties required to be performed under this Agreement ( theEscrow Agent' s Fees").

10. Miscellaneous.

10. 1 Notices. Any notice or other communication required or which may begiven hereunder shall be in writing sent to the address of the appropriate party set forth below, or tosuch other address as may from time-to-time (by written notice to the other parties in accordancewith this Section) be designated, and notices shall be deemed to have been duly given ( i) on thedate of delivery if hand delivered, ( ii) three days after being sent by registered or certified mail,postage prepaid, return receipt requested, ( iii) on the date of receipt, with receipt confirmed, if

sent by overnight courier ( as per courier' s records) or ( iv) on the date of successful transmissionif sent by fax:

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i) if to the Manatron, to:

Thomson Reuters( Tax& Accounting) Inc.2395 Midway RoadCarrollton, Texas 75006

Attention:

with a copy to:

Thomson Reuters( Tax & Accounting) Inc.2395 Midway RoadCarrollton, Texas 75005

Attention: Senior Counsel

ii) if to the County, to:

Connie Roach

Josephine County Assessor500 NW 6th Street, Dept. 3

Grants Pass, OR 97526

with a copy to:

Office of Legal Counsel

Josephine County500 NW 6th Street, Dept. 13


iv) if to the Escrow Agent, to:

James F. Rittinger

Satterlee Stephens Burke& Burke

230 Park Avenue

New York, NY 10169212) 818- 9606

Any party may by written notice given in accordance with this Section to the other parties, designateanother address or person for receipt of notices hereunder.

10. 2 Entire Agreement. This Agreement is entered into and delivered pursuant tothe Master Agreement and SOW and as such contains the entire agreement among the parties with

respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respectthereto. All terms of the Master Agreement and SOW, and all Amendments thereto, are

incorporated herein by reference.

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10. 3 Waivers and Amendments. This Agreement may be amended, modified,superseded, cancelled, renewed or extended, and the terms and conditions hereof may be waived

only by a written instrument signed by the parties or, in the case of a waiver, the party waivingcompliance. No delay on the part of any party in exercising any right, power or privilege hereundershall operate as a waiver thereof, nor shall any waiver on the part of any party or any right, power orprivilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder,preclude any other or further exercise thereof or the exercise of any other right, power or privilegehereunder.

10. 4 Governing Law. This Agreement shall be governed by and construed inaccordance with the laws of the State of Oregon, without regard to its conflict of laws principles.

10. 5 Assignment. This Agreement shall be binding upon and inure solely to thebenefit of the parties hereto and their respective successors and assigns, and nothing herein,express or implied, is intended to or shall confer upon any other person or entity any legal orequitable right, benefit or remedy of any nature whatsoever. Notwithstanding the foregoing, no

party may assign any of its rights or obligations under this Agreement except that Manatron mayassign any or all of its rights and obligations to one or more of its affiliates or to a successor toall or a portion of the assets of Manatron.

10.6 Further Assurances. Each of the parties shall execute such documents and

other papers and take such further actions as may be reasonably required or desirable to carry outthe provisions hereof and the transactions contemplated hereby.

10. 7 Variations in Pronouns. All pronouns and any variations thereof refer to themasculine, feminine or neuter, singular or plural, as the identity of the person or persons mayrequire.

10. 8 Counterparts. This Agreement may be executed in two or more counterparts,each of which shall be deemed an original but all of which together shall constitute one and thesame instrument.

10.9 Headings. The headings in this Agreement are for reference purposes only and

shall not in any way affect the meaning or interpretation of this Agreement.

10. 10 Interpretation. The headings used in this Agreement are for convenience

only, and shall not be used in interpreting the terms and conditions of this Agreement. All termsin the singular will be deemed to include the plural, and vice versa. The words " herein,"

hereof," " hereto," " hereunder" and other words of similar import shall refer to this Agreement

as a whole, including any attachments, as from time to time may be amended of modified, and donot refer only to any specific subdivision of this Agreement. The word " including" when usedherein is not intended to be exclusive, and shall mean " including without limitation" in all

instances.

END OF TEXT]

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1

ESCROW AGREEMENT

SIGNATURE PAGE

IN WITNESS WHEREOF, the parties have executed this Agreement on the datefirst above written.

MANATRON, INC. JOSEPHINE COUNTY


By:Cherryl Walker, Chair

Title: U q!' tS 0. znk , R AuAC-42


Date: 5— i( 9 - l ySimon G. Hare, Commissioner

Date:

Satterlee Stephens Burke & Burke

as Escrow Agent APPROVED AS TO FORM:

ByyJosephine County Legal Counsel

Title Date fttLLya7. 2o1

Date:

d

7

r

d

BEFORE THE BOARD OF COUNTY COMMISSIONERS FOR JOSEPHINE COUNTY

STATE OF OREGON

1

In the Matter of an Appointment to the )

Josephine County RESOLUTION 2014— 023

Rural Planning Commission

WHEREAS, it has come to the attention of the Board of County Commissioners that there is avacancy on the Josephine County Rural Planning Commission;

WHEREAS, it is both proper and necessary that the Board of County Commissioners fill saidvacancy by making an appointment as provided herein;

NOW, THEREFORE, IT IS HEREBY RESOLVED, that the following person be appointed to saidJosephine County Rural Planning Commission; with term expiring as hereinafter set forth.

Jocelyn Richardson, Planning Commissioner

Appointed to a 4-year term; said term to expire 06/ 04/ 18

DONE and DATED this4th

day of June 2014

JOSEPHINE COUNTY


Cherryl Walker, Chair


Simon G. Hare, Commissioner

Josephine County Board of CommissionersCheryl Walker, Chair U Keith Heck, Vice Chair El Simon G. Hare, Commissioner

AGENDA REQUEST FOR BOARD OF COMMISSIONERSAaendas are limited to Reauests received no later than NOON on Monday of the week scheduled for Administration Workshop

Reauests received after that time will be placed on the Administration Workshop aaenda for the followina weekIncorrect or incomplete documents will be returned to the contact person

If sending documents electronically- send to both

twharton(c caiosephine.or.us and Imcelmurrv(d co.ioseohine.or.us

Date submitted to BCC 5/ 20/2014 I REVISED

Requested Meeting Date ( Administration Workshop) 5/29/2014FEBRUARY 2014

Requested Meeting Date( Weekly Business Session) 6/4/2014

AGENDA TITLE: ODOT agreement 29939— 5311 rural operating funds

I Department I TransitContact Person: Include Title& Extension# I Scott Chancey 5441Presenter: Include Name(s) and Title(s) I Scott Chancey— Transit Program SupervisorBackground information Contract for 5311 ( rural transportation) funds for fiscal year 2014-2015. These

funds help provide for transit services outside the urbanized area of JosephineCounty. Local match is provided through the Special Transportation Funds( STF)received by Josephine County. 5311 funds are included in the 2014-2015 Transitbudget. Amount received last year was

Action you are requesting from the Board Yes— sign and return contract agreementReview by CFO ( Yes, No, or N/A) yes

Review by Legal Counsel ( Yes, No, or N/A) I yesRevenue or Cost to County I $ 0

I Notes or Special Instruction to BCC Staff I Email back signed copy to Transit Department to forward to ODOT

Title of Document(s) Number of Are all signatures Will a state or federal Are additional Will additionalSubmitted original on the documents? agency be signing signatures needed? signatures beAll exhibits to a documents Y/N or BCC only the document? Y/N YIN received

document must be submitted electronically? Y/Nclearly marked)

1 n y y yPublic Transit—

Agreement 29939

DOCUMENT DISTRIBUTION:

If all signatures are on the document: Board staff is required to submit one fully executed original for recording in the County Clerk'soffice. If multiple originals are submitted, all but one original will be returned to the contact person.State and federal agencies— if all signatures are not on the document:

Original documents: Board staff retain one original with Board signatures and return the remainder originals to the contact person toobtain the remaining signatures. Upon department receipt of the fully executed document, one fully executed original or electronic copymust be returned to the Board staff for recording in the County Clerk's office.

Misc. Contracts and Agreements

Agreement No. 29939

Operating 5311

PUBLIC TRANSIT DIVISIONOREGON DEPARTMENT OF TRANSPORTATION

This Agreement is made and entered into by and between the State of Oregon, acting by andthrough its Department of Transportation, Public Transit Division, hereinafter referred to as

State," and Josephine County, hereinafter referred to as " Recipient," and collectively referred

to as the " Parties."

AGREEMENT

1.Effective Date. This Agreement shall become effective on the later of July 1, 2014 or thedate 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 thisAgreement.

2. Agreement Documents. This Agreement consists of this document and the followingdocuments, all of which are attached hereto and incorporated herein by reference:

Exhibit A: Project Description and Budget

Exhibit B: Financial InformationExhibit C: Subcontractor Insurance

Exhibit D: Summary of Federal Requirements, incorporating by reference AnnualList of Certifications and Assurances for Federal Transit Administration Grants andCooperative Agreements (" Certifications and Assurances") and Federal Transit

Administration Master Agreement

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: Exhibit D; this Agreement without Exhibits; Exhibit A;

Exhibit B; Exhibit C.

3. Project Cost; Grant Funds; Match. The total project cost is estimated at $ 138,422.00.

In accordance with the terms and conditions of this Agreement, State shall provide Recipientan amount not to exceed $ 77,627.00 in Grant Funds for eligible costs described in Section6 hereof. Recipient shall provide matching funds for all Project Costs as described in ExhibitA.

4. Project. The Grant Funds shall be used solely for the Project described in Exhibit A andshall not be used for any other purpose. No Grant Funds will be disbursed for any changesto the Project unless such changes are approved by State by amendment pursuant toSection 11. d hereof.

5. Progress Reports. Recipient shall submit quarterly progress reports to State no later than45 days after the close of each quarterly reporting period. Reporting periods are Julythrough September, October through December, January through March, and April throughJune. Reports must be in a format acceptable to State and must be entered into the OregonPublic 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

delivered to ODOTPTDReporting @odot.state.or.us. Reports shall include a statement of

revenues and expenditures for each quarter, including documentation of local matchcontributions 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. State shall reimburse eligible costs incurred in carrying

Page 1of17

Josephine County/ State of OregonAgreement No. 29939

out the Project, up to the Grant Fund amount provided in Section 3. Reimbursements

shall be made by State within 30 days of State' s approval of a request forreimbursement from Recipient using a format that is acceptable to State. Requests

for reimbursement must be entered into OPTIS or sent to

ODOTPTDReporting @odot.state. or. us. Eligible costs are the reasonable and necessarycosts incurred by Recipient, or under a subagreement described in Section 9 of thisAgreement, in performance of the Project and that are not excluded from

reimbursement by State, either by this Agreement or by exclusion as a result offinancial review or audit.

b. Conditions Precedent to Disbursement. State' s obligation to disburse Grant

Funds to Recipient is subject to satisfaction, with respect to each disbursement, ofeach 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 reasonableadministrative discretion, to make the disbursement.

ii. Recipient is in compliance with the terms of this Agreement including, withoutlimitation, Exhibit D and the requirements incorporated by reference in ExhibitD.

iii. Recipient' s representations and warranties set forth in Section 7 hereof are trueand correct on the date of disbursement with the same effect as though madeon the date of disbursement.

iv. Recipient has provided to State a request for reimbursement using a format thatis acceptable to and approved by State. Recipient must submit its final request

for reimbursement following completion of the Project and no later than 60 daysafter the Expiration Date. Failure to submit the final request for reimbursementwithin 60 days after the Expiration Date could result in non- payment.

c. Recovery of Grant Funds. Any funds disbursed to Recipient under this Agreementthat are expended in violation or contravention of one or more of the provisions of thisAgreement (" 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 nolater than 15 days after State' s written demand. Recipient shall return all

Unexpended Funds to State within 14 days after the earlier of expiration ortermination 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 underthe 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 andperform its obligations hereunder, and the making and performance by Recipient ofthis Agreement ( 1) have been duly authorized by all necessary action of Recipient and2) 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 orany 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 consentunder any other agreement or instrument to which Recipient is a party or by whichRecipient or any of its properties may be bound or affected. No authorization,

consent, license, approval of, filing or registration with or notification to anygovernmental body or regulatory or supervisory authority is required for theexecution, delivery or performance by Recipient of this Agreement.

b. Binding Obligation. This Agreement has been duly executed and delivered byRecipient and constitutes a legal, valid and binding obligation of Recipient, enforceablein accordance with its terms subject to the laws of bankruptcy, insolvency, or othersimilar laws affecting the enforcement of creditors' rights generally.

c. No Solicitation. Recipient' s officers, employees, and agents shall neither solicit nor

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accept gratuities, favors, or any item of monetary value from contractors, potentialcontractors, or parties to subagreements, except as permitted by applicable law. Nomember 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 benefitarising 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 participatingin this Agreement by any state or federal agency. Recipient agrees to notify Stateimmediately if it is debarred, suspended or otherwise excluded from this federally-assisted transaction for any reason or if circumstances change that may affect thisstatus, including without limitation upon any relevant indictments or convictions ofcrimes.

The warranties set in this section are in addition to, and not in lieu of, any other warrantiesset 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 tothis Agreement and the Project in accordance with all applicable generally acceptedaccounting principles, generally accepted governmental auditing standards and stateminimum 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) andtheir duly authorized representatives shall have access to the books, documents,

papers and records of Recipient that are directly related to this Agreement, the fundsprovided hereunder, or the Project for the purpose of making audits and

examinations. In addition, State, the Secretary, USDOT, FTA and their dulyauthorized representatives may make and retain excerpts, copies, and transcriptionsof the foregoing books, documents, papers, and records. Recipient shall permit

authorized representatives of State, the Secretary, USDOT and FTA to perform sitereviews of the Project, and to inspect all vehicles, real property, facilities and

equipment purchased by Recipient as part of the Project, and any transportationservices 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 GrantFunds or the Project for a minimum of six ( 6) years, or such longer period as may berequired by other provisions of this Agreement or applicable law, following theExpiration Date. If there are unresolved audit questions at the end of the six-yearperiod, Recipient shall retain the records until the questions are resolved.

c. Expenditure Records. Recipient shall document the expenditure of all Grant Fundsdisbursed by State under this Agreement. Recipient shall create and maintain all

expenditure records in accordance with generally accepted accounting principles andin sufficient detail to permit State to verify how the Grant Funds were expended.

d. Audit Requirements.

i. Recipients receiving federal funds In excess of $ 500, 000 are subject to audit

conducted in accordance with Office of Management and Budget ( OMB) CircularA- 133, Audits of States, Local Governments, Non- profit Institutions. Recipient, ifsubject to this requirement, 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 electroniclink to, its annual audit subject to this requirement covering the funds expendedunder this Agreement and shall submit or cause to be submitted, the annualaudit of any subrecipient(s), contractor(s), or subcontractor(s) of Recipient

responsible for the financial management of funds received under this

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Agreement.

ii. Recipient shall save, protect and hold harmless State from the cost of any auditsor special investigations performed by the Secretary with respect to the fundsexpended under this Agreement. Recipient acknowledges and agrees that anyaudit costs incurred by Recipient as a result of allegations of fraud, waste orabuse are ineligible for reimbursement under this or any other agreementbetween Recipient and State.

9. Recipient Subagreements and Procurements

a. Subagreements. Recipient may enter into agreements with subrecipients,contractors or subcontractors ( collectively, " subagreements") for performance of the

Project.

i. All subagreements must be in writing executed by Recipient and mustincorporate and pass through all of the applicable requirements of thisAgreement to the other party or parties to the subagreement( s). Use of a

subagreement does not relieve Recipient of its responsibilities under thisAgreement.

ii. Recipient agrees to provide State with a copy of any signed subagreement uponrequest by State. Any substantial breach of a term or condition of asubagreement relating to funds covered by this Agreement must be reported byRecipient to State within ten ( 10) days of its being discovered.

Recipient shall review the Best Practices Procurement Manual, a technical assistancemanual prepared by the FTA, available on the FTA website: www. fta. dot.gov/ grants/13054_6037. html

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 ORS190.003, if any, to indemnify, defend, save and hold harmless State and itsofficers, employees and agents from and against any and all claims, actions,liabilities, damages, losses, or expenses, including attorneys' fees, arisingfrom a tort, as now or hereafter defined in ORS 30.260, caused, or alleged tobe caused, in whole or in part, by the negligent or willful acts or omissions ofthe other party to Recipient's subagreement or any of such party's officers,agents, employees or subcontractors (" Claims"). It is the specific intention ofthe Parties that the State shall, in all instances, except for Claims arisingsolely 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"), nor any attorneyengaged by Recipient' s Subrecipient( s), shall defend any claim in the name of theState or any agency of the State of Oregon, nor purport to act as legal representativeof the State of Oregon or any of its agencies, without the prior written consent of theOregon Attorney General. The State may, at any time at its election, assume its owndefense and settlement in the event that it determines that Recipient' s Subrecipient isprohibited from defending State or that Recipient' s Subrecipient is not adequatelydefending State' s interests, or that an important governmental principle is at issue orthat 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 owndefense.

Recipient shall require the other party, or parties, to each of its subagreements thatare not units of local government as defined in ORS 190. 003 to obtain and maintaininsurance 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

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services for the Project under procedures that comply with Oregon law, including allapplicable provisions of the Oregon Public Contracting Code and rules, and in

conformance to FTA Circular 4220. 1F, Third Party Contracting Requirements including:i. all applicable clauses required by federal statute, executive orders and their

implementing regulations are included in each competitive procurement;ii. all procurement transactions are conducted in a manner providing full and open

competition;

iii. procurements exclude the use of statutorily or administratively imposed in- stateor geographic preference in the evaluation of bids or proposals ( with exceptionof locally controlled licensing requirements);

iv. construction, architectural and engineering procurements are based on BrooksAct procedures unless the procurement is subject to ORS 279C. 100 to 279C.125.

10. Termination

a. Termination by State. State may terminate this Agreement effective upon deliveryof written notice of termination to Recipient, or at such later date as may beestablished 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 theProject by Recipient is, for any reason, rendered improbable, impossible, or

illegal; or

ii. State fails to receive funding, appropriations, limitations or other expenditureauthority sufficient to allow State, in the exercise of its reasonable

administrative discretion, to continue to make payments for performance of thisAgreement; or

iii. Federal or state laws, rules, regulations or guidelines are modified or interpretedin such a way that the Project is no longer allowable or no longer eligible forfunding under this Agreement; or

iv. The Project would not produce results commensurate with the furtherexpenditure of funds; or

v. Recipient takes any action pertaining to this Agreement without the approval ofState and which under the provisions of this Agreement would have required theapproval of State.

b. Termination by Recipient. Recipient may terminate this Agreement effective upondelivery of written notice of termination to State, or at such later date as may beestablished by Recipient in such written notice, if:i. The requisite local funding to continue the Project becomes unavailable to

Recipient; or

ii. Federal or state laws, rules, regulations or guidelines are modified or interpretedin such a way that the Project is no longer allowable or no longer eligible forfunding under this Agreement.

c. Termination by Either Party. Either Party may terminate this Agreement upon atleast ten days notice to the other Party and failure of the other Party to cure withinthe period provided in the notice, if the other Party fails to comply with any of theterms of this Agreement.

11. General Provisions

a. Contribution. If any third party makes any claim or brings any action, suit orproceeding alleging a tort as now or hereafter defined in ORS 30. 260 (" Third PartyClaim") against State or Recipient with respect to which the other Party may haveliability, the notified Party must promptly notify the other Party in writing of the ThirdParty Claim and deliver to the other Party a copy of the claim, process, and all legalpleadings with respect to the Third Party Claim. Each Party is entitled to participate inthe defense of a Third Party Claim, and to defend a Third Party Claim with counsel of

Page 5 of 17


its own choosing. Receipt by a Party of the notice and copies required in thisparagraph 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 areconditions 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 ( orwould be if joined in the Third Party Claim ), State shall contribute to the amount ofexpenses ( including attorneys' fees), judgments, fines and amounts paid in settlement

actually and reasonably incurred and paid or payable by Recipient in such proportionas is appropriate to reflect the relative fault of the State on the one hand and of theRecipient on the other hand in connection with the events which resulted in suchexpenses, judgments, fines or settlement amounts, as well as any other relevantequitable considerations. The relative fault of State on the one hand and of Recipienton the other hand shall be determined by reference to, among other things, theParties' relative intent, knowledge, access to information and opportunity to correct orprevent the circumstances resulting in such expenses, judgments, fines or settlementamounts. State' s contribution amount in any instance is capped to the same extent itwould 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 ( orwould 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 suchproportion as is appropriate to reflect the relative fault of Recipient on the one handand of State on the other hand in connection with the events which resulted in suchexpenses, judgments, fines or settlement amounts, as well as any other relevantequitable considerations. The relative fault of Recipient on the one hand and of Stateon the other hand shall be determined by reference to, among other things, theParties' relative intent, knowledge, access to information and opportunity to correct orprevent the circumstances resulting in such expenses, judgments, fines or settlementamounts. Recipient's contribution amount in any instance is capped to the sameextent it would have been capped under Oregon law, including the Oregon Tort ClaimsAct, 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 disputearising out of this Agreement. In addition, the Parties may agree to utilize a jointlyselected mediator or arbitrator ( for non- binding arbitration) to resolve the dispute

short of litigation.

c. Responsibility for Grant Funds. Any recipient of Grant Funds, pursuant to thisAgreement with State, shall assume sole liability for that Recipient' s breach of theconditions of this Agreement, and shall, upon Recipient' s breach of conditions thatrequires State to return funds to the FTA, hold harmless and indemnify State for anamount equal to the funds received under this Agreement; or if legal limitations applyto the indemnification ability of the Recipient of Grant Funds, the indemnificationamount shall be the maximum amount of funds available for expenditure, includingany available contingency funds or other available non- appropriated funds, up to theamount received under this Agreement.

d. Amendments. This Agreement may be amended or extended only by a writteninstrument signed by both Parties and approved as required by applicable law.

e. Duplicate Payment. Recipient is not entitled to compensation or any other form ofduplicate, overlapping or multiple payments for the same work performed under thisAgreement from any agency of the State of Oregon or the United States of America orany other party, organization or individual.

f. No Third Party Beneficiaries. State and Recipient are the only Parties to thisAgreement and are the only Parties entitled to enforce its terms. Nothing in thisAgreement gives, is intended to give, or shall be construed to give or provide any

Page 6 of 17


benefit or right, whether directly or indirectly, to a third person unless such a thirdperson is individually identified by name herein and expressly described as anintended 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 shallnot be subject to any obligations or liabilities to the Recipient, contractor or any otherparty ( whether or not a party to the Agreement) pertaining to any matter resultingfrom 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 begiven in writing by personal delivery, facsimile, email, or mailing the same, postageprepaid, to Recipient Contact or State Contact at the address or number set forth onthe 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 communicationor 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 whenreceipt of the transmission is generated by the transmitting machine, and to be

effective against State, such facsimile transmission must be confirmed by telephonenotice to State Contact. Any communication by email shall be deemed to be givenwhen the recipient of the email acknowledges receipt of the email. Any communicationor notice mailed shall be deemed to be given when received.

h. Governing Law, Consent to Jurisdiction. This Agreement shall be governed byand construed in accordance with the laws of the State of Oregon without regard toprinciples 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 andconducted solely and exclusively within the Circuit Court of Marion County in the Stateof Oregon. In no event shall this section be construed as a waiver by the State ofOregon of any form of defense or immunity, whether sovereign immunity,governmental immunity, immunity based on the eleventh amendment to theConstitution of the United States or otherwise, from any Claim or from the jurisdictionof any court. EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OFSUCH COURT, WAIVES ANY OBJECTION TO VENUE, AND WAIVES ANY CLAIM THATSUCH FORUM IS AN INCONVENIENT FORUM.

Compliance with Law. Recipient shall comply with all federal, state and local laws,regulations, executive orders and ordinances applicable to the Agreement or to theimplementation of the Project, including without limitation as described in Exhibit D.Without limiting the generality of the foregoing, Recipient expressly agrees to complywith ( 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 ORS659A. 142; ( iv) all regulations and administrative rules established pursuant to the

foregoing laws; and ( v) all other applicable requirements of federal and state civilrights 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 withORS 656. 017 and provide the required Workers' Compensation coverage, unless suchemployers are exempt under ORS 656. 126. Employer' s liability insurance withcoverage limits of not less than $ 500, 000 must be included. Recipient shall ensurethat each of its subrecipient(s), contractor(s), and subcontractor(s) complies with

these requirements.

k. Independent Contractor. Recipient shall perform the Project as an independentcontractor 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 theProject, except as specifically set forth in this Agreement. Recipient is responsible for

Page 7 of 17


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 tothird parties to the contrary.

Severability. If any term or provision of this Agreement is declared by a court ofcompetent jurisdiction to be illegal or in conflict with any law, the validity of theremaining terms and provisions shall not be affected, and the rights and obligations ofthe Parties shall be construed and enforced as if this Agreement did not contain theparticular term or provision held to be invalid.

m. Counterparts. This Agreement may be executed in two or more counterparts ( byfacsimile 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 notsignatories to the same counterpart.

n. Integration and Waiver. This Agreement, including all Exhibits, constitutes theentire agreement between the Parties on the subject matter hereof. There are no

understandings, agreements, or representations, oral or written, not specified hereinregarding this Agreement. The delay or failure of either Party to enforce any provisionof this Agreement shall not constitute a waiver by that Party of that or any otherprovision. Recipient, by the signature below of its authorized representative, herebyacknowledges that it has read this Agreement, understands it, and agrees to be boundby its terms and conditions.

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The Parties, by execution of this Agreement, hereby acknowledge that each Party has read thisAgreement, understands it, and agrees to be bound by its terms and conditions.

The Oregon Transportation Commission on October 20, 2010, approved Delegation Order NumberOTC- 01, which authorizes the Director of the Oregon Department of Transportation to administerprograms 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 9 of 17


Josephine County. by and through its State of Oregon, by and through itsDepartment of Transportation

ByBy

H. A. ( Hal) GardLegally designated representative)

Rail and Public Transit Division Administrator

Name

printed)Date

Date APPROVAL RECOMMENDED

ByBy 1 / F- t 6(.

NameDate 24j4.1 20/ 4/,

7printed)

DateBy

Date

APPROVED AS TO LEGAL SUFFICIENCY

If required in local process) APPROVED AS TO LEGAL SUFFICIENCY

For funding over$ 150, 000)

By

Recipient' s Legal CounselBy N/ A

Assistant Attorney GeneralDate

Name

Recipient Contact:printed)

Scott Chancey

201 River Heights WayDate


1 ( 541) 474- 5441

schancey@co. josephine. or.us

State Contact:

Alison Wiley

555 13th St. NE

Salem, OR 97301- 4179

1 ( 503) 986- 4131

alison. [email protected]. or. us

Page 10 of 17


EXHIBIT A

Project Description and Budget

Project Description/ Statement of Work

Project Title: Josephine County 5311 Rural/ Small City Formula Operations5311 Rural/Small City Formula Operations

Item # 1: Operating Sliding Scale 1I Total' Grant Amount' Local Match' Match Type( s) I

138,422. 001 77, 627. 00' 60, 795. 00' LocalI

Sub Total 1 138,422. 001 77, 627. 001 60, 795. 01

Grand Total 1 $ 138,422.001 77, 627. 001 60,795.00 1

1. PROJECT DESCRIPTION

Provide funding for Recipient to provide general public fixed route, complementary paratransitand commuter service in Grants Pass and the surrounding communities. Service is currentlyMonday through Friday.

2. PROJECT DELIVERABLES, TASKS and SCHEDULE

The service, schedule, days, hours and service type will be designed to meet the needs of thetarget population as determined by Recipient in consultation with the operator of service, theaffected community members and stakeholders identified by the Recipient.

To the extent possible, Recipient ( and contractors, as applicable), will coordinate the deliveryof transportation services with other public and private transportation providers to enhanceregional services and to avoid duplication of services. Coordinated service may be madeavailable to a variety of potential users, including the general public, on a space availablebasis.

Recipient may amend the service design at any time in accordance with local demand, fundingissues or other situations that require service to be changed. Recipient will inform State ifthere is a change in the service funded by this Agreement.

Recipient will market the services to the target users.

Recipient is encouraged to generate program income to help defray program costs. If programincome is generated from federally-funded projects, that income must be reported to State.

Recipient may not use grant-acquired assets to compete unfairly with the private sector.

Ridership is the actual or estimated one- way passenger trips provided to the target population.A passenger trip is a unit of service counted each time a passenger enters the vehicle, istransported and then exits the vehicle. Each different destination constitutes a passenger trip.

A projected ridership goal is established for this project: 203,368

3. PROJECT ACCOUNTING, MATCH and SPENDING PLAN

Generally accepted accounting principles and the Recipient's own accounting system determinethose costs that are to be accounted for as operating costs. For the purpose of this Agreement,administrative expenses are eligible for reimbursement as operating expense.

Recipient may not count the same costs twice if they have multiple agreements for whichthese costs may be eligible. The contractor may use capital equipment funded from USDOT- orState-source grants when performing services rendered through a contract funded by thisAgreement. Depreciation of capital equipment funded from USDOT- or State-source grants isnot an eligible expense.

Page 11of17


Program income that may be used as match for the Agreement includes Special TransportationFormula funds, other local funds, service contract revenue, advertisement and other earnedincome, cash donations and other verifiable in- kind contributions integral to the project

budget. In-kind contributions claimed as match must be reported on a form provided by State.Recipient may not use passenger fares as match.

Recipient will subtract income from fares, tickets and passes, either pre-paid or post-paid,

from the gross operating expense of service. All administrative and operating expensesincurred by the contractor are reimbursable as operating expenses. The required local matchshare will be subtracted from the project expenses to determine the grant share of the projectexpense.

4. REPORTING and INVOICING REQUIREMENTS

Recipient will include project progress information in the required periodic reports to State.

Required reporting forms and instructions can be found on State's website.

Recipient will request reimbursement for covered expenses incurred during each period asprescribed by State.

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EXHIBIT

Financial Information

The information below will assist auditors to prepare a report in compliance with the requirementsof the Office of Management and Budget ( OMB) Circular A- 133.

This Agreement is financed by the funding source indicated below:Federal Program Federal Funding Agency Federal Catalog Total Federal Funding49 U. S. C. 5311 U. S. Department of Transportation 20. 509 ( 5311) 77, 627. 00

Federal Transit Administration915 Second Avenue, Suite 3142Seattle, WA 98174

Administered ByPublic Transit Division555 13th St. NESalem, OR 97301- 4179

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EXHIBIT C

Subagreement Insurance Requirements

GENERAL.

Recipient shall require in its first tier subagreements with entities that are not units of localgovernment as defined in ORS 190. 003, if any, to: i) obtain insurance specified under TYPES ANDAMOUNTS and meeting the requirements under ADDITIONAL INSURED, " TAIL" COVERAGE,

NOTICE OF CANCELLATION OR CHANGE, and CERTIFICATES OF INSURANCE before performanceunder the subagreement commences, and ii) maintain the insurance in full force throughout theduration of the subagreement. The insurance must be provided by insurance companies orentities that are authorized to transact the business of insurance and issue coverage in the Stateof 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 withthe 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 thecontractor 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 allemployers 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 exemptionunder 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 bodilyinjury, 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. Coverageshall be written on an occurrence form basis, with not less than the following amounts asdetermined by State:

Bodily Injury, Death and Property Damage:

1, 000, 000 per occurrence ( for all claimants for claims arising out of a single accident oroccurrence).

iii. AUTOMOBILE Liability Insurance: Automobile Liability. Automobile Liability Insurance coveringall owned, non- owned and hired vehicles. This coverage may be written in combination with theCommercial General Liability Insurance ( with separate limits for " Commercial General Liability"and " Automobile Liability"). Automobile Liability Insurance must be in not less than the followingamounts 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 oroccurrence).

ADDITIONAL INSURED. The Commercial General Liability Insurance and Automobile Liabilityinsurance must include State, its officers, employees and agents as Additional Insureds but onlywith 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 asprofessional liability insurance, the contractor shall maintain either " tail" coverage or continuous

claims made" liability coverage, provided the effective date of the continuous " claims made"

Page 14of17


coverage is on or before the effective date of the Subcontract, for a minimum of 24 monthsfollowing the later of: ( i) the contractor's completion and Recipient' s acceptance of all Servicesrequired under the Subcontract or, ( ii) the expiration of all warranty periods provided under theSubcontract. Notwithstanding the foregoing 24- month requirement, if the contractor elects tomaintain " tail" coverage and if the maximum time period " tail" coverage reasonably available inthe marketplace is less than the 24- month period described above, then the contractor mayrequest and State may grant approval of the maximum " tail" coverage period reasonablyavailable 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 themarketplace.

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 ofaggregate 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. Thecertificate( s) or an attached endorsement must specify: i) all entities and individuals who areendorsed on the policy as Additional Insured and ii) for insurance on a " claims made" basis, theextended reporting period applicable to " tail" or continuous " claims made" coverage.

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EXHIBIT D

Summary of Federal Requirements and Incorporating by Reference Annual List ofCertifications and Assurances for FTA Grants and Cooperative Agreements

Certifications and Assurances") and Federal Transit Administration Master AgreementMaster Agreement")

Recipient and Recipient' s subrecipient( s), contractor(s), or subcontractor( s), at any tier, if any,must comply with all applicable federal requirements contained in the Certifications andAssurances available at http:// www.fta. dot.gov/ grants/ 12825_ 93. html. The Certifications and

Assurances, including as they may be changed during the term of this Agreement, are by thisreference incorporated herein.

Recipient must submit to State on or before July 1 of each year during the term of this Agreementan executed copy of the Certifications and Assurances by either ( 1) printing the form available athttp:// www.fta. dot.gov/ grants/ 12825_ 93. html, completing the form and sending it to State or ( 2)logging in to FTA' s TEAM Web system, at https:// ftateamweb.fta. dot.gov/ teamweb/ teamLogin. asp?and completing the form and sending to State a screen print of the submitted page.

Recipient further agrees to comply with all applicable requirements included in the MasterAgreement that is signed and attested to by State. This Master Agreement is incorporated byreference and made part of this Agreement. Said Master Agreement is available upon requestfrom State by calling ( 503) 986- 3300, or at http:// www. fta.dot.gov/ documents/ 19- Master.pdf.

Without limiting the foregoing, the following is a summary of some requirements applicable totransactions covered by this Agreement and the funds described in Exhibit A:

1. Recipient shall comply with Title VI of the Civil Rights Act of 1964 ( 78 State 252, 42 U. S. C. §2000d) and the regulations of the United States Department of Transportation ( 49 CFR 21,Subtitle A). Recipient shall exclude no person on the grounds of race, religion, color, sex,

age, national origin, or disability from the benefits of aid received under this Agreement.Recipient will report to State on at least an annual basis the following information: any activelawsuits or complaints, including dates, summary of allegation, status of lawsuit or complaintincluding whether the Parties entered into a consent decree.

2. Recipient shall comply with FTA regulations in Title 49 CFR 27 Nondiscrimination on the Basisof Disability in Programs or Activities Receiving Federal Financial Assistance which

implements the Rehabilitation Act of 1973, as amended, the Americans with Disabilities Actof 1990, 49 CFR 37, and 49 CFR 38.

3. Recipient shall not discriminate on the basis of race, color, national origin, or sex in the

award and performance of any USDOT- assisted contract or in the administration of its DBEprogram or the requirements of 49 CFR Part 26. Recipient shall take all necessary andreasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award andadministration of USDOT- assisted contracts. Recipient' s DBE program, if applicable, as

required by 49 CFR part 26 and as approved by USDOT, is incorporated by reference in thisagreement. Implementation of this program is a legal obligation and failure to carry out itsterms shall be treated as a violation of this agreement. Upon notification to State of its failureto carry out its approved program, the Department may impose sanctions as provided forunder part 26 and may, in appropriate cases, refer the matter for enforcement under 18U. S. C. 1001 and/ or the Program Fraud Civil Remedies Act of 1986 ( 31 U. S. C. 3801 et seq.).

4. Recipient must include the following language in each subagreement Recipient signs with asubcontractor or subrecipient:

The contractor, subrecipient or subcontractor shall not discriminate on the basis of race,color, national origin, or sex in the performance of this Agreement. The contractor,

subrecipient, or subcontractor shall carry out applicable requirements of 49 CFR Part 26 inthe award and administration of USDOT-assisted contracts. Failure by the contractor,subrecipient, or subcontractor to carry out these requirements is a material breach of thiscontract, which may result in the termination of this contract or such other remedy asRecipient deems appropriate.

Page 16 of 17


5. Recipient and contractors receiving in excess of $ 100, 000 in federal funds, other than Indiantribes, must certify to State that they have not and will not use federal funds to pay forinfluencing or attempting to influence an officer or employee of any federal department orAgency, a member of Congress, or an employee of a member of Congress in connection withobtaining any federal grant, cooperative agreement or any other federal award. If non-

federal funds have been used to support lobbying activities in connection with the Project,Recipient shall complete Standard Form LLL, Disclosure Form to Report Lobbying and submitthe form to State at the end of each calendar quarter in which there occurs an event thatrequires disclosure. Restrictions on lobbying do not apply to influencing policy decisions.Examples of prohibited activities include seeking support for a particular application or bidand seeking a congressional earmark.

Page 17 of 17

ca Josephine County Oregoniff4,* Board of County Commissioners

n * II, Ii, ' 1 * w

G=` _ ,a A:z Cherryl Walker, Chair 3A- ='''** ct,,, Keith Heck, Vice-Chair Simon G. Hare, Commissioner

v' Yilly pG,

I

Economic Development Project Application 2013-2014 11. Project Name: Library Core Services

Description:( Attach a detailed budget and project description that will assist the reviewers in their review process)

2. Amount Requested $ 35,000

3. Department or Agency: Josephine Community Libraries, Inc.

4. Contact Person: Kate Lasky 6. Phone: 541- 450- 3498 ( direct)

tit,

otix7. Signature of Dept. or Agency Head:

8. Date: 5/ 12/ 2014

Approval Section:

ter _.: ./. _ .aosemary P... A, CFI Date

Economi• v. elopme

itoordinator

Comments:

Date Approved by Commissioners: Amount Approved:

Cherryl Walker, Chair Keith Heck, Vice-Chair Simon G. Hare, Commissioner

Date Published:

OZ` Josephine Community Libraries, Inc.c• r 200 NW C Street

3 """' Grants Pass, Oregon 97526

Q braresC [email protected]

My library works for me.

May 12, 2014

Josephine County Board of County Commissioners500 NW Sixth Street, Department 6


541) 474-5521

Re: Request for Economic and Community Development Funding for Libraries

Dear Board of County Commissioners:

Every month, thousands of local citizens of all ages use the books, computers, and othertechnology at the four branches of Josephine Community Libraries to learn to read, read tolearn, explore educational options, find a job, increase their skills, expand their careeropportunities, have fun, and broaden their horizons.

The $ 30,000 in lottery funds from the Oregon Economic and Community DevelopmentDepartment (OECDD) granted by the Board of County Commissioners to JosephineCommunity Libraries last year was instrumental to making sure these residents are getting theaccess to the information they' re looking for to improve their lives. It' s clear that libraries arenatural partners to our county' s economic development. With this funding, together we' vebeen able to support library core services, including the following:

Continue the Expanding Opportunities Program, which helps residents improvetheir prospects in terms of education, employment, and entrepreneurship.Expand hours each week for one to two years at the Illinois Valley, Williams, andWolf Creek branch libraries.

Upgrade equipment, software, and Internet connectivity at all four librarybranches, responding to the high demand for technology experienced at thelibraries in Grants Pass, Illinois Valley, Williams, and Wolf Creek.Help our citizens find and check out a greater number of books, CDs, DVDs, andother circulating materials on a wide variety of topics.Assist more citizens with laptops, tablets, smartphones, and other mobile devicesconnect to wireless services available at the libraries than in previous years.

Sign up an average of 351 citizens for new library cards each month, bringing thetotal number of library cardholders in Josephine County to 25,870, an impressive31 percent of the county population of 82,930.

It' s clear that Josephine County residents use their libraries constantly, and the 7 FTEs ofstaff and 360 heroic volunteers who run the libraries are working very hard to meet the ever-growing demand for library materials, services, and programs. The Economic Developmentfunds go a long way toward helping meet that demand.

Request for Economic and Community Development Funding for Librariespage 2

In addition, because of the BOCC' s initiative with the Economic Development funds,other funders were willing to also contribute. Since last fall, Josephine Community Libraries haswon grants from the Grants Pass Rotary Club, Oregon State Library ( LSTA grant), Oregon

Humanities, Carpenter Foundation, Josephine County Cultural Coalition, Bank of theCascades, Josephine County Foundation, the West Family Foundation, and more. Thesegrants support technology, book purchases, children' s early literacy programs, Rogue Valleyhistory and literary presentations, and computer and career workshops.

Josephine Community Libraries now requests $35,000 in funding through the OECDDfunding allocated to Josephine County to support library core services, as follows:

Collection Development: Maintain and circulate a curated and balancedcollection of catalogued books and other materials for adults, youth, and

children. Supported by the Collection Development Project.Facilities, Staff, and Volunteers: Provide a pleasant experience and convenient

space for library users, with trained volunteers and professional staff available forguidance in the acquisition of information.

Technology: Provide access to the Internet and a variety of digital media withsubsequent digital skills training. Supported by the Access and Circulate projectand the Expanding Opportunities Program. Of special note in the technologycore service for the coming months are the following initiatives:

o Greater access to and training for vital online databases.o The Expanding Opportunities Program web portal, containing vital

education and career resources especially designed for people seekingto improve their lives in tangible ways that in turn lead to economicdevelopment for our county.

o The technology space at the Grants Pass branch, which will allow fortechnology-supported creation, collaboration, and business connection.

Early Literacy: Provide special programming to encourage children' s literacy.Supported by the Building Early Literacy project and the Children' s ClassicsReplacement Project.

Lifelong Learning: Provide adult and teen programs that encourage lifelonglearning. Supported by the Expanding Opportunities Program and the LiteraryExtension Program.

This funding will proactively support the library core services so Josephine Countycitizens can be served in their quest for education, literacy, community, and empowerment.These have a direct impact on economic and community development, and help makeJosephine County a more attractive place in which to live, work, and raise healthy families.

The attached balance sheet provides details about Josephine Community LibrariesCore Services. We' d be happy to share more information about the Josephine CommunityLibraries core services. Find our 2012-2016 Business Plan at www.ioseohinelibrarv.ora. Of course,you can reach me at 541- 450-3498 or klaskv@ioseohinelibrarv. ora. Thanks again!

Kind regards,

f

i

Kate Lasky, Executive Director

I1 4/ 21/ 2014 Josephine Community Libraries Inc.

Balance SheetAs of March 31, 2014

I 1AIBICIDI E FI G IHI I J K

111 1 I I 1 31- Mar-2014 1 30-Jun-2013_ $ Change

1 2 ' ASSETS 1 1 1j131 Current Assets I

r54 1 Checking/Savings 11 1 Evergreen Federal Checking 7037.481 3472.75 3564.73

n 1 Bank of the Cascades 42204. 361 64097.74 21893. 38

7 I 1 Umpqua Checking- 972232896 2328. 361 2021. 69 306.67

8 1 1 State Farm Money Market 215683.951 45038.88 170645. 07

9 I Certificate of Deposits 157449.731 326275.47 - 168825. 74

101 Cash Drawer at Library 405.00 405.00_ 0.00

11 I Total Checking/Savings 425108.88 441311. 53 I - 16202.65

1 12 I Other Current Assets

1 131 Maintenance CD' s 32605.00 24486.28 8118.72

1 141 Prepaid Expenses 7710.35 10006.78 2296.43

1 151 1Accrued Interest 484.75 68. 941 415. 81

16 lAccounts Receivable L_ 5102.25 8689. 181 3586. 93

17 Total Other Current Assets 45902.35_ 43251. 181 2651. 17

171- 81 Total Current Assets 471011. 23 484562. 711 13551. 48

191 Fixed Assets 1Y2i1 Computer Servers 19500.00 19500.001 0.00

211 Computer Equipment 39146. 10 39146. 101 0. 00

1221 Software 5352.30 5352.301 0.00

231 Collection 224026. 13 224026. 13 0.00

24 Telephone System 833.48 833.48 0.00

25 Self-Check Equipment 2500.00 2500. 00 0. 00

1 26 1 Microfiche Equipment 4300.00 4300. 00 0. 00

271 Shelves for Library 3204.48 3204.48 0. 00

281 Telephones 3024.00 3024. 00 0. 00

1 291 Lighting Project 22658.00 22658. 00 0. 00

1301 Wecome and Check In Desks 17147.49 17147. 49 0.00

131 1 Wiring for Cable at Williams 3000.00 3000.00 0.00

1321 1Accumulated Depreciations 143262.00 - 143262.00 0.00

33 Total Fixed Assets 201429.98 201429.98 0.00

1 34' TOTAL ASSETS 672441. 21 685992.69 13551. 48

35 LIABILITIES& EQUITY

36 Current Liabilities

37 lAccounts Payable 0.00 1487. 97 1487. 97

38 Credit Card Payable 0.00 21. 99 21. 99

39 Payroll Tax Liabilities 0.00 21. 88 21. 88

40 Accounts Payable-FOL 59.50 0. 001 59. 50

41 Accrued Payroll 0.00 4955. 961 1 - 4955. 96

42 _ Vacation Accrued Payroll 5175.40 5175.401 1 0. 00

43 Deferred Income 51790.64 8318, 951 1 43471. 69

44 1Total Current Liabilities 57025.54] 19982. 151 I 37043.39

45 l Equity 1 146 1 l Equity Balance 666010.541 757381. 061 I - 91370.52

47 1 Net Income 50596.581 - 91370.521 I 40773.94

4 1Total Equity I 1 615413.961 1 666010. 541_ 1 - 50596.58

49 TOTAL LIABILITIES& EQUITY 672439.501 I 685992.691 1 - 13553.19

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