HomeMy WebLinkAbout2019-154 Intergovernmental Agmt - RVCOG INTERGOVERNMENTAL AGREEMENT
THIS INTERGOVERNMENTAL AGREEMENT (hereinafter"Agreement") is made and
entered into by and between the Rogue Valley Council of Governments, a voluntary
intergovernmental association, hereinafter referred to as "RVCOG,"and the City of Ashland, an
Oregon municipal corporation, hereinafter referred to as"CITY," both of which are hereinafter
referred to collectively as"PARTIES."
WITNESSETH
WHEREAS, RVCOG is a voluntary association of local governments serving Jackson and
Josephine Counties, Oregon;and
WHEREAS, CITY is a member agency of the RVCOG; and
WHEREAS, CITY has a need for technological monitoring services;and
WHEREAS,the purpose of this agreement is to make provisions for RVCOG to perform
monitoring tasks related to unauthorized fire activity within and around CITY limits.
NOW THEREFORE, in consideration of the mutual terms, conditions, stipulations and
covenants herein contained, the PARTIES do hereby agree to the following:
A. SCOPE OF SERVICES
CITY hereby agrees to engage RVCOG and RVCOG hereby agrees to perform and carry
out in a legal and proper manner, as reasonably determined by CITY, professional services
related to monitoring of CITY-owned properties for the purpose of locating unauthorized
fire activity using small Unmanned Aircraft Systems. In the event RVCOG staff locates an
unauthorized fire event during monitoring activity,RVCOG staff agrees to immediately
contact emergency services to report the location and nature of the fire event. As safety
allows, RVCOG staff shall collect aerial images of the fire event for processing and
delivery to CITY staff. In the event RVCOG staff locates human activity in the absence of
fire activity, RVCOG agrees to report the location and nature of the activity via email to
CITY staff upon return to RVCOG offices.Aerial images of humans will not be collected
in the absence of suspected unauthorized fire activity but may be collected when associated
with suspected unauthorized fire activity.Any images associated with unauthorized fire
activity monitoring will be provided to the CITY and are the sole property of the CITY.
B. TIME OF PERFORMANCE
This Agreement shall take effect upon execution by both PARTIES (the "Effective Date"),
and unless sooner terminated as set forth in Subsection C.2.,this Agreement shall remain in
MI force and effect up to and including December 31,2019. A total of three(3)
monitoring tasks shall be completed weekly over a period of time not to exceed twelve(12)
Page 1 of 5: Intergovernmental Agreement between RVCOG and the City of Ashland
cumulative weeks and thirty-six(36)monitoring tasks. This period of time need not be
consecutive calendar weeks.
C. AMENDMENTS AND TERMINATION
1. This document constitutes the entire understanding and agreement between the
PARTIES, and no other agreement exists between them, either stated or implied. Any
amendments or changes to the provisions of this Agreement shall be reduced to writing
and signed by both PARTIES. •
2. This Agreement may be terminated by either party as follows: a) for any or no reason,
upon not less than thirty (30)days' prior written notice to the other party; b)upon not
less than seven (7)days' prior written notice upon the other party's default of any term
or condition hereof and its failure to cure same within the 7-day period; or(c) if any
contemplated funding from CITY is not obtained or continued at levels sufficient to
allow for full performance herein,this Agreement may be modified or terminated
immediately to accommodate such reduction in funds.
3. Upon termination of this Agreement for reasons other than RVCOG's default,the
CITY shall remain responsible to RVCOG for applicable fees incurred for Services
performed by RVCOG prior to such termination.
4. Any termination shall be without prejudice to any claims,obligations,or
liabilities either party may have incurred prior to such termination.
D. PAYMENTS
1. RVCOG will invoice CITY on a monthly basis. CITY shall reimburse RVCOG within
30 days of receipt of invoice. Invoiced costs will be accompanied by documents and
receipts evidencing such costs and expenses.
2. CITY will reimburse RVCOG for professional services performed on the unauthorized
fire activity monitoring program for CITY by RVCOG employees at hourly rates.
Travel time to and from monitoring locations will not be charged for the period of this
agreement. One(1)to two(2) hours of hourly rates shall be charged for each small
Unmanned Aircraft System mission at a rate of$100.00 (one hundred dollars)per hour
not to exceed $7,200.00(seven thousand and two hundred dollars) for thirty-six(36)
monitoring missions.An additional eight(8)hours of data processing shall be billed at
a rate of$45.00 (forty-five dollars)per hour not to exceed $360.00 (three hundred and
sixty dollars) for the period of this Agreement.
E. RESPONSIBILITIES
1. CITY shall administratively assist RVCOG in accomplishing the tasks identified under
Scope of Services by making the payments identified in Section D. above; maintaining
regular communication with RVCOG; helping to resolve differences that may arise
Page 2 of 5: Intergovernmental Agreement between RVCOG and the City of Ashland
•
between the PARTIES;and providing background information and technical support as
necessary to accomplish any task assigned. RVCOG staff shall be permitted to access
and conduct small Unmanned Aircraft System missions on CITY-owned properties as
directed by CITY staff.
2. CITY shall make available all necessary information to enable RVCOG employees to
undertake the timely implementation of the unauthorized fire activity monitoring
program.
3. RVCOG agrees to keep current all necessary business and professional registrations as
may be required to perform the services required under this agreement.
F. INDEMNIFICATION
Subject to the limitations and conditions of the Oregon Tort Claims Act, ORS 30.260-300,
the Oregon Constitution, Article XI, Section 7 and the terms of any applicable policies of
insurance,the parties agree to save, hold harmless and indemnify each other, including their
officers, agents and employees, from any loss, damage, injury, claim,or demand by a third
party against either party to this agreement arising from the activities of the other party in
connection with this Agreement.Neither party shall be liable for any loss,damage, injury,
claim,or demand against each other arising from their respective activities in connection
with this agreement, except as otherwise expressly set forth herein.
G. COMPLIANCE WITH LAWS
RVCOG shall comply with all applicable laws, ordinances and codes of the federal, state
and local governments in its performance under this Agreement. In the event that CITY
directs RVCOG to perform drone-related tasks that are contrary to FAA rules and
regulations, RVCOG will not perform those tasks.
H. INSURANCE
RVCOG shall provide to the City upon execution of this Agreement, and prior to
performing any work, a certificate of insurance meeting the requirements set forth below
(Certificate).
a) Commercial General Liability with a limit of at least$1,000,000 (one million
dollars)per occurrence, with a$2,000,000 (two million dollars) annual aggregate.
b) Workers' Compensation as required by applicable statutory law.
c) Business Automobile Liability with a limit of at least$1,000,000 (one million
dollars) per occurrence.
All insurance coverages indicated above must be underwritten by insurers licensed to do
business in the state in which RVCOG performs its services, and insurers must maintain
an A.M.Best Rating of A+or better.
Page 3 of 5: Intergovernmental Agreement between RVCOG and the City of Ashland
The City of Ashland shall be named an"Additional Insured"under the Commercial
General Liability policy carried by RVCOG via Additional Insured Endorsement attached
to the Certificate. In addition,the policy shall be endorsed to state that the coverage
extended to the City shall be primary and non-contributory with any insurance coverages
maintained by the City. The Certificate shall specify that the above policies may not be
canceled nor the coverages reduced without providing the City thirty(30)days' prior
written notice by registered mail. Renewal Certificates and endorsements must be issued
immediately upon renewal of all polices.
The fulfillment of the insurance obligations shall not otherwise relieve RVCOG of any
liability assumed under this Agreement, in any way modify, or limit RVCOG's
obligations to indemnify the City hereunder.
I. INDEPENDENT CONTRACTOR
RVCOG is an independent contractor under this Agreement, and neither RVCOG, its
subcontractors, nor its employees, are employees of CITY. RVCOG is responsible for all
federal, state and local taxes and fees applicable to payments for services of its employees
under this agreement.
J. ASSIGNMENT AND SUBCONTRACTS
RVCOG shall not assign this contract or subcontract any portion of the Services without the
prior written consent of CITY which consent shall not be unreasonably withheld. Any
attempted assignment or subcontract without CITY's written consent shall be void.
RVCOG shall be fully responsible for the acts or omissions of any of the assigns or
subcontractors and of all persons employed by them. The approval by CITY of any
assignment or subcontract shall not create any contractual relation between the assignee or
subcontractor and CITY.
K. LIMITATIONS
This Agreement in no way restricts RVCOG or CITY from participating in similar
agreements with other public or private agencies, organizations,or individuals with regard
to any aspect of this agreement, so long as the same do not unreasonably interfere with each
parties' performance herein.
L. REPORTS AND RECORDS
All work or documents produced by RVCOG while working for the CITY under this
Agreement shall be the exclusive property of the CITY provided that RVCOG may obtain a
copy of any public record information by paying for the reproduction costs thereof.
Page 4 of 5: Intergovernmental Agreement between RVCOG and the City of Ashland
IN WITNESS WHEREOF,RVCOG and CITY have caused this Agreement to be
executed by their authorized representatives as of the date or dates affixed below:
ROGUE VALLEY COUNCIL CITY OF ASHLAND:
OF GOVERNMENTS:
id*
Michael Cavallaro Date Kelly Madding ate
Executive Director, RVCOG City Administrator, City of Ashland
Attest: 14 72 n
Melissa Huhtala, City Recorder Date
City of Ashland
Page 5 of 5: Intergovernmental Agreement between RVCOG and the City of Ashland
Legal Department Review
DOCUMENT TRANSMITTAL AND CONTROL
This form will accompany the document through the drafting, review, and signature processes, and will
be kept with the City's final executed copy of the document.
Document: -
/ W btlfl EV CO
(Include names of parties to the document)
Type of Document: Contract ❑ Lease ❑ Easement ❑ Deed ❑ IGA L�
Other (Spec) l 1
Dept Contact: uniei (,( ACTION REQUESTED:
Dept: Phone: liu V' Review Draft
Date submitted to Legal: l 1 1 ❑ Approve final and forward to:
ci
Draft due by: Ij 101 (Unless indicated,Legal will return document to you)
Return Requested by:
Complete this section ONLY the first time this form is filled out:
Has this document been previously worked on by the Legal Department staff? ❑ No ❑ Yes
If yes, by whom?
LEGAL DEPT First Date Received,by Legal Date: 1 3 l } By
USE ONLY Returned to Dept. for Revision Date: • By:_
Received for additional review by Legal Date: By
Returned to Dept. for Revision Date: By: _
Received for additional review by Legal Date: By:
Returned to Dept. for Revision Date: By:
Received for Additional Review by Legal Date: By
Returned to Dept for Revision Date: By
Final Logged out by Legal Date: I_ By lit
Comments from LEGAL to DEPARTMENT: Comments from DEPARTMENT to LEI A
❑ See Attached.
>7 3-/`7 - � 3 C' (4 A
7 f rf r / .. `f re' C v 4C I j t
Return original executed document to the City Does this document need to be recorded?
Recorder for safekeeping? ❑ No Crl Yes
61 No 0 Yes
CITY ADMINISTRATOR/DEPARTMENT HEAD
Please do not sign the attached document until this form9h4s;,been approvd by the Legal Department.
FINAL LEGAL DEPARTMENT APPROVAL: ` _''-'s " -- Date: '''
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