Loading...
HomeMy WebLinkAbout2015-189 IGA - RVCOG INTERGOVERNMENTAL AGREEMENT THIS AGREEMENT is made and entered into by and between the Rogue Valley Council of Governments, hereinafter referred to as "RVCOG", and the Cities of Talent, Ashland, and Phoenix, hereinafter referred to as "CITIES", all of which are hereinafter referred to collectively as the PARTIES; WITNESSETH WHEREAS, RVCOG is a voluntary association of local governments serving Jackson and Josephine Counties, Oregon; and WHEREAS, the CITIES are member agencies of RVCOG; and WHEREAS, RVCOG has been asked by the CITIES to assist with providing professional financial services for the CITIES; and WHEREAS, the purpose of this agreement is to make provisions for RVCOG to perfonn professional financial services for the CITIES and to provide for cost reimbursement. NOW THEREFORE, in consideration of the mutual terns, conditions, stipulations and covenants herein contained, the PARTIES do hereby agree to the following: A. EMPLOYMENT OF RVCOG The CITIES hereby agree to engage RVCOG and RVCOG hereby agrees to perform the services hereinafter set forth. B. SCOPE OF SERVICES RVCOG shall do, perform, and carry out in a legal and proper manner, as reasonably determined by the CITIES, the services requested by the CITIES, as described in Attachment A - Scope of Services / Fee Schedule, which is attached hereto, and by this reference incorporated herein. Following an analysis of costs upon completion of one full year of performance, the PARTIES may mutually agree to establish, through an amendment to this agreement, an alternative reimbursement model of a not-to-exceed fixed fee for services. If established, this fee will be reviewed annually to reflect actual costs incurred by RVCOG. C. TIME OF PERFORMANCE This agreement is effective July 1, 2015, and shall remain in effect until terminated by either party, in writing, per section D of this Agreement. D. AMENDMENTS AND TERMINATION I . This document constitutes the entire agreement between the PARTIES and no other agreement exists between them, either stated or implied. The provisions of this agreement may be changed only by written amendment signed by all the PARTIES. 2. Any of the PARTIES may cancel this agreement at any time with or without cause by giving thirty (30) days notice in writing and delivered in person or by certified mail to the signatory entities to this agreement. Such termination shall be without prejudice to any claims, obligations, or liabilities any of the PARTIES may have incurred prior to such termination. 3. If any contemplated funding is not obtained or continued at levels sufficient to allow for full performance herein, this agreement may be modified or terminated to accommodate such reduction in funds. E. PAYMENTS 1. RVCOG will invoice the CITIES on a monthly basis. The CITIES will reimburse RVCOG within 30 days of receipt of invoice. 2. Reimbursement will be made at the rates specified in Attachment A, subject to semi-annual adjustments on or about July 1 and January 1 of each year the agreement is in force. These rates apply to travel time to and from the CITIES; actual work time on site; any preparatory or phone consultation work at RVCOG, which has been mutually agreed upon by both parties. The CITIES will also pay for any supplies and materials and travel costs incurred in performing the services. F. RESPONSIBILITIES The CITIES shall administratively assist RVCOG in accomplishing the tasks identified under Scope of Services by making the payments identified in Section E. above; maintaining regular communication with RVCOG; helping to resolve differences that may arise between the PARTIES; and providing background information and technical support as necessary to accomplish any task assigned. G. INDEMNIFICATION 1. Subject to the limitations and conditions of the Oregon Tort Claims Act, ORS 30.260- 30.300, 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. None of the PARTIES 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. 2. RVCOG shall comply with all applicable laws, ordinances and codes of the federal, state and local governments in its performance under this Agreement. 3. RVCOG, its subcontractors, if any, and all employees providing work, labor or materials under this agreement are subject employees under the Oregon Workers' Compensation law and shall comply with ORS 656.017 which requires them to provide Workers' Compensation coverage for all their employees. H. INDEPENDENT CONTRACTOR RVCOG is an independent contractor under this Agreement, and neither its employees nor its subcontractors are employees of the CITIES. RVCOG is responsible for all federal, state and local taxes and fees applicable to payments for services of its employees under this agreement. L ASSIGNMENT AND SUBCONTRACTS RVCOG may not assign this contract or subcontract any portion of the work without the prior written consent of the CITIES, whose consent will not be unreasonably withheld. Any attempted assignment or subcontract without the CITIES' written consent shall be void. RVCOG shall be fully responsible for the acts or omissions or any of the assigns or subcontractors and of all persons employed by them. The approval by the CITIES of any assignment or subcontract shall not create any contractual relation between the assignee or subcontractor and the CITIES. J. LIMITATIONS This agreement in no way restricts RVCOG or the CITIES 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 any of the PARTIES' performance herein. K. CONFIDENTIALITY - NON-DISCLOSURE Subject to the Oregon Public Records Law, ORS 192.410-192.505, no report, information, or other data given to or prepared or assembled by the RVCOG pursuant to this Agreement which the CITIES have requested be kept confidential, shall be made available to any individual or organization by RVCOG without the prior written approval of the CITIES. L. REPORTS AND RECORDS All work produced by RVCOG while working for the the CITIES shall be the exclusive property of the CITIES provided that RVCOG may obtain a copy of any public record information by paying for the reproduction costs thereof. IN WITNESS WHEREOF, RVCOG and the CITIES have caused this agreement to be executed by their authorized representatives as of the date of the last signature affixed below: PARTIES TO THE AGREEMENT City of Talent A/L Authorized 5 ature Titl Date City of Ashland 1 ST A orized Signature Title Date City of Phoenix a." ZJ- 12- - 2 3- Authorized Signature Title Date Rogue Valley Council of Governments 1 Z. a I .S Authorized Signature Title Date ATTACHMENT A - SCOPE OF SERVICES / FEE SCHEDULE Scope of Services: RVCOG will provide the CITIES with professional accounting and financial management services including, but not limited to, invoicing, accounts receivable; accounts payable; financial statements and reporting; audit preparation; financial reporting required by other governmental entities; and other services as required by the CITIES and agreed upon by the PARTIES. 2015 Fee Schedule Hourly Rates* Finance Manager $62.34/hr Accounting Assistant $55.13/hr Accounting Technician $54.17/hr *Subject to semi-annual adjustments on or about July I and January I of each year this agreement is in force. Hourly rates include travel time.