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HomeMy WebLinkAbout2026-026 IGA Rogue Valley Council of Governments - Land Use Planning Services INTERGOVERNMENTAL AGREEMENT THIS 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; WHEREAS, CITY is a member agency of the RVCOG; WHEREAS, CITY has a need for professional land use planning services; and WHEREAS, the purpose of this agreement is to make provisions for RVCOG to perform professional land use planning services for the CITY and to provide for cost reimbursement. 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 1. 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 Expedited Review Services requested by CITY. The specific work will be mutually determined by RVCOG and CITY. B. TIME OF PERFORMANCE 1. This agreement shall take effect on July 1,2025, and shall continue until June 30, 2026, unless terminated by either party in writing (see Section C of this agreement). This agreement will renew automatically on July I of each year after the initial contract term, unless either party cancels in writing at least 14 days prior to the annual renewal date. C. AMENDMENTS AND TERMINATION 1. This document constitutes the entire agreement between the PARTIES and no other agreement exists between them, either stated or implied, relating to the scope of services noted in Section A. Any amendments or changes to the provisions of this agreement shall be reduced to writing and signed by both PARTIES. 2. This agreement will remain in effect until terminated by either party in accordance with this Section(C)(2). Either party may terminate this Agreement: a)for any or no reason,upon thirty (30) days' prior written notice to the other party; b) upon seven (7) days' written notice, upon -I- 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. Such termination shall be without prejudice to any claims, obligations, or liabilitieseither party may have incurred prior to such termination. D. PAYMENTS 1. RVCOG will invoice CITY on a monthly basis via email unless otherwise requested. CITY shall reimburse RVCOG within 30 days of receipt of invoice for costs accompanied by documents and receipts evidencing such costs and expenses. 2. CITY will reimburse RVCOG for professional services performed for CITY by RVCOG employees for the period of this agreement for actual time spent, including travel time to CITY, at RVCOG current fee schedule as outlined in Exhibit A. 3. Payment to RVCOG for all work performed under this contract shall not exceed the maximum sum of$20,000 in the first 12 months of this contract, and$20,000.00 for any 12-month period thereafter. E. CONTACTS 1. The primary point of contact for RVCOG shall be: Ryan MacLaren, Planning Program Director PO Box 3275, Central Point, OR 97502 541-423-1338 rmaclaren(o,,rvcog.org 2. The primary point of contact for CITY shall be: Derek Severson, Planning Manager 51 Winburn Way, Ashland, OR 97520 541-552-2040 derek.severson.gashlandoregon.gov 3. The billing contact for CITY shall be: Name: Address: Phone: Email: F. RESPONSIBILITIES 1. CITY shall administratively assist RVCOG in accomplishing the tasks identified under Scope of Services (Exhibit A)by making the payments identified in Payments(D) above;maintaining regular communication with RVCOG; helping to resolve differences that may arise between the PARTIES; and providing background information and technical support asnecessary to accomplish any task assigned. 2. CITY shall make available all applicable policies, codes, ordinances, maps, and any other information necessary to complete the Scope of Services (Exhibit A). 3. RVCOG agrees to keep current all necessary business and professional registrations as may be required to perform the services required under this agreement. G. INDEMNIFICATION 1. Subject to the limitations and conditions of the Oregon Tort Claims Act and the Oregon Constitution, each PARTY (an "indemnitor") shall defend and indemnify each other PARTY, including its officers, agents, and employees (collectively, "Indemnitees"; individually, an "Indemnitee"), from any loss, damage, injury, claim, or demand by a third party against either party to this agreement arising from the negligent activities or willful misconduct of the Indemnitor or its officers, agents, and employees in their performance of this Agreement; provided, however, that an Indemnitor shall not be obligated to defend and indemnify and Indemnitee to the extent any loss, damage, injury, claim, or demand arises out of the Indemnitee's negligence or willful misconduct. H. COMPLIANCE WITH LAWS 1. RVCOG shall comply with all applicable laws, ordinances, and codes of the federal, state, and local governments in its performance under this Agreement. L INSURANCE 1. RVCOG shall provide to 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 $2,000,000 per occurrence,with a $4,000,000 annual aggregate. b) Workers' Compensation as required by applicable statutory law. c) Business Automobile Liability with a limit of at least$1,000,000 per occurrence. 2. All insurance coverage 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. 3. CITY 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 CITY shall be primary and non-contributory with any insurance coverages maintained by CITY. The Certificate shall -3- specify that the above policies may not be canceled, nor the coverages reduced without providing CITY thirty (30) days' prior written notice by registered mail. Renewal Certificates and endorsements must be issued immediately upon renewal of all polices. 4. The fulfillment of the insurance obligations shall not otherwise relieve RVCOG of any liability assumed under this Agreement, or in any way modify or limit RVCOG's obligations to indemnify CITY hereunder. J. INDEPENDENT CONTRACTOR 1. 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. K. ASSIGNMENT AND SUBCONTRACTS 1. RVCOG shall not assign this contract or subcontract any portion of the Services without the prior written consent of CITY whose 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 theassigns or subcontractors and of all persons employed by them. The approval by CITYof any assignment or subcontract shall not create any contractual relation between the assignee or subcontractor and CITY. L. LIMITATIONS 1. This agreement in no way restricts RVCOG or CITY from participating in similar agreements with other public or private agencies, organizations, or individuals regarding any aspect of this agreement, so long as the same do not unreasonably interfere with each PARTYS' performance herein. M. REPORTS AND RECORDS 1. All work produced by RVCOG while working for CITY shall be the exclusive property of CITY provided that RVCOG may obtain a copy of any public record infon-nation by paying for the reproduction costs thereof. N. LOBBYING 4. By signing this Agreement, RVCOG and CITY certify, to the best of theirknowledge and belief that: a. No federal appropriated funds have been paid or will be paid, by or on behalf of the Recipient,to any person for influencing or attempting to influence an officer or employee of an agency,a Member of Congress, an officer or employee of Congress,or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. -4- b. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this agreement, contract, grant, loan or cooperative agreement,RVCOG shall complete and submit Standard Form LLL,"Disclosure Form to Report Lobbying"in accordance with its instructions. c. RVCOG shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients and subcontractors shall certify and disclose accordingly. i. This certification is a material representation of fact upon which reliance was placed when this Agreement was made or entered into. Submission of this certification is a prerequisite to for making or entering into this Agreement imposed by 31 U.S.C. 1352.Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. ii. No part of any federal funds paid to Recipient under this Agreement shall be used, other than for normal and recognized executive legislative relationships, for publicity or propaganda purposes, for the preparation, distribution, or use of any kit,pamphlet,booklet,publication,electronic communication,radio,television,or video presentation designed to support or defeat the enactment of legislation before the United States Congress or any State or local legislature itself, or designed to support or defeat any proposed or pending regulation, administrative action, or order issued by the executive branch of any State or local government itself. iii. No part of any federal funds paid to Recipient under this Agreement shall be used to pay the salary or expenses of any grant or contract recipient, or agent acting for such recipient, related to any activity designed to influence the enactment of legislation, appropriations, regulation, administrative action, or Executive order proposed or pending before the United States Congress or any State government, State legislature,or local legislature or legislative body, other than for normal and recognized executive-legislative relationships or participation by an agency or officer of a State, local, or tribal government in policymaking and administrative processes within the executive branch of that government. iv. The prohibitions in subsections (v.) and (vi.) of this Section shall include any activity to advocate or promote any proposed,pending, or future Federal, state, or local tax increase, or any proposed, pending, or future requirement or restriction on any legal Consumer product, including its sale or marketing, including but not limited to the advocacy or promotion of gun control. v. No part of any federal funds paid to Recipient under this Agreement may be used for any activity that promotes the legalization of any drug or other substance included in schedule I of the schedules of controlled substances established under section 202 of the Controlled Substances Act except for normal and recognized executive congressional communications. This limitation shall not apply when there is significant medical evidence of a therapeutic advantage to the use of such drug or other substance of that federally sponsored clinical trials are being conducted to determine therapeutic advantage. -5- O. DISCRIMINATION 1. RVCOG agrees to maintain a non-discrimination policy or plan that does not discriminate on the basis of race, color, creed, religion, gender, national origin, age, marital status, veteran status, sexual orientation, status as a person experiencing a disability,or any other class protected by law. P. NON-WAIVER OF RIGHTS 1. The CITY's right to require strict performance by RVCOG shall not be affected by any previous waiver, forbearance, or course of dealing. 2. The failure of the CITY to enforce any provision of this Agreement shall not constitute awaiver by the CITY of that or any other provision. Q. FORCE MAJEURE 1. Neither RVCOG nor CITY shall be held responsible for delay or default caused by fire, riot, acts of God, or war where such cause was beyond, respectively, RVCOG's or CITY's reasonable control. The PARTIES shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under this Agreement. R. SEVERABILITY 1. The PARTIES agree that if any term or provision of this Agreement is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular term or provision held to be invalid. S. SURVIVAL 1. The terms, conditions, representations, and all warranties contained in this Agreement shall survive the termination or expiration of this Agreement. T. MERGER CLAUSE 1. This Agreement and attached exhibits constitute the entire Agreement between the parties. No waiver,consent,modification or change of terms of this Agreement shall bind either party unless in writing and signed by both parties. Such waiver, consent, modification, or change, if made, shall be effective only in the specific instance and for the specific purpose given. There are no understandings, Agreements, or representations, oral or written, not specified herein regarding this Agreement. -6- IN WITNESS WHEREOF, THE PARTIES OF THIS AGREEMENT HEREBY ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS: CITY: Signa ure Date 5aAoLi Co(dwtuet Dtrec-6 Name, Title ROGUE VALLEY COUNCIL of GOVERNMENTS: ,4rt,of, )�- 4 2/23/2026 Signature Date Ann Marie Alfrey,Executive Director Approved as to Legal Sufficiency: Signature Date Name, Title -7- EXHIBIT A FEESCHEDULE 2025-2026 Fee Schedule(Hourly Loaded Rates*) Associate Land Use Planner(OHea) $104.83/hr Grants & Contracts Administrator (PTow) $117.32/hr Associate Planner/GIS Specialist(YAI-Ra) $85.82/hr Office Specialist III (KSha) $59.98/hr Subject to annual adjustments on or about July I of each year this agreement is in force. Rates may also be adjusted on the first day of any month following an employee's change in status that affects total compensation. Hourly rates include travel time. CITY will also reimburse RVCOG for mileage at the current IRS rate and any supplies and material costs incurred in performing the Services. -8-