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HomeMy WebLinkAbout2002-177 IGA - RVCOG - TAP INTERGOVERNMENTAL AGREEMENT THIS AGREEMENT is made and entered into by and between the Rogue Yalley Council of Governments, a voluntary intergovernmental association, hereinafter referred to as "RYCOG", and the Cities of Talent, Ashland and Phoenix, hereinafter referred to as "CITIES", both hereinafter referred to collectively as the "PARTIES," WITNESSETH THAT: WHEREAS, CITIES are Municipal Corporations within the State of Oregon; WHEREAS, CITIES have constructed a supplemental water supply conveyance system to transport and store potable water from the Medford Water Commission to their respective distribution systems; WHEREAS, CITIES have entered into an Intergovernmental Agreement dated October 27, 2000 to share in the construction of and use of the TAP pipeline; (Exhibit A), which is attached hereto, and by this reference made a part hereof. WHEREAS, CITIES have entered into an agreement with the Medford Water Commission dated October 18, 2000 for maintenance of the Regional Booster Pump Station. (Exhibit B), which is attached hereto, and by this reference made a part hereof. WHEREAS, CITIES operate under a set of By-Laws dated January 2,2001; (Exhibit C), which is attached hereto, and by this reference made a part hereof. WHEREAS, CITIES have amended their October 27, 2000 Intergovernmental Agreement dated '7}? AJ1I'~ ;l /'of , 2002: (Exhibit D), which is attached hereto, and by this reference made a part hereof. WHEREAS, CITIES utilize a TAP Committee as outlined in the By-Laws to provide unified decisions making basis; WHEREAS, the Cities of Talent and Phoenix are using the facilities and the city of Ashland is participating in project costs as a protected future user; WHEREAS, the purpose of this Agreement is to make provisions for RYCOG, as acting Managing Coordinator, to manage and coordinate the operation, repair and replacement of the Project components as outlined in Intergovernmental Agreement dated October 27, 2000 and Amendment 1 dated '1~-A) d '7 , 2002. 1 TAP Intergovernmental Agreement NOW THEREFORE, in consideration of the terms, conditions, stipulations and covenants herein contained, the CITIES and RYCOG do mutually agree to the following: 1. RYCOG Responsibilities A. RYCOG will provide employees to do the following general tasks: (1) Coordinate, facilitate and arrange for quarterly meetings with TAP Committee and Medford Water Commission. (2) Coordinate and prepare contracts upon direction from the TAP Committee. (3) Coordinate operation, repair and replacements of Project components pursuant to a budget approved and adopted by the TAP Committee. (4) Prepare and submit quarterly income and expense reports to Rural Development for first year after substantial completion of construction. (5) Set up and maintain a separate TAP Project checking account. (6) Collect and deposit the charges due from CITIES. (7) Pay when due the billed expenses of the Project, and all other expenses or payments duly authorized by the TAP Committee. (8) Maintain complete and accurate records of all receipts and expenditures for the CITIES. (9) Provide monthly financial reports to the TAP Committee and an audited annual financial report to appropriate agencies. (10) Contract with RYCOG auditors for an annual audit of the financial records of the joint venture. B. RYCOG will be responsible for overall supervision of their employees and for all personnel actions relating to their employees. The CITIES will provide direction to the employees concerning tasks to be performed while providing services to the CITIES. C. RYCOG shall be responsible for all costs and expenses related to its employment of employees who will do work for the CITIES under this agreement. CITIES will not make any payments directly to the employee(s). D. RYCOG will promptly notify the CITIES in writing of any problem associated with this intergovernmental agreement. E. R Y COG services will be provided on a per hour basis and all work will be in an approved work plan prior to commencement of work 2 TAP Intergovernmental Agreement 2. CITIES RESPONSIBILITIES A. CITIES will reimburse RYCOG for services performed for CITIES at the actual rate of pay plus RYCOG Board approved overhead subject to annual adjustments on or about July I of each year contract is in force, plus supplies, materials, long distance telephone, photocopying, postage, advertising, meeting costs, travel, check stock, audit fees, bank charges and fees, and other miscellaneous associated expenses. B. CITIES will provide background information and technical support as necessary to accomplish any task assigned. 3. PAYMENTS A. RYCOG will invoice CITIES on a monthly basis, to be reimbursed within 30 days of recei p1. B. Payment for services performed under this Agreement shall not exceed a maximum amount of$18,000. 4. PROJECT DURATION A. This agreement shall take effect as of the date of the last signature affixed to this document and shall remain in effect until June 30, 2002. B. This agreement shall be for the duration of five years renewable annually on June 30th. 5. AMENDMENTS AND TERMINATION A. This document with Exhibits A through D constitutes the entire agreement between the PARTIES and no other agreement exists between them, either stated or implied.:. Any amendments or changes to the provisions of this agreen1ent shall be reduced to writing and signed by all PARTIES. B. PARTIES may cancel this agreement at any time by giving thirty (30) days notice in writing and delivered in person or by certified mail to the other party. Any termination of this agreement shall not prejudice any rights or obligations accrued to the parties prior to termination. 3 TAP Intergovernmental Agreement 6. REPORTS AND RECORDS A. All work produced by RYCOG while working for the CITIES shall be the exclusive property of the CITIES provided that RYCOG may obtain a copy of any public record information. Release of such information shall be at the CITIES direction. 7. INDEMNIFICATION Subject to the limitations and conditions of the Oregon Tort Claims Act, ORS 30.260 through 30.300 and the Oregon Constitution, Article XI, Section 7, the PARTIES agree to save, hold harmless and indemnify each other from any loss, damage, injw)', 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. IN WITNESS WHEREOF, RYCOG AND 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: ~ ^^ ~, :3(l..-D I (J "- Michael Cavallaro Date Executive Director, RYCOG ~~~ Marian Telerski, Mayor ~ 'J..;;' Date City of Talent '1~JOOZ 4 TAP Intergovernmental Agreement ~/~5p;;- Scoles, City Administrator of Ashland Date Exhibit D INTERGOVERNMENTAL AGREEMENT Amendment #1 Amendment #1 to the Intergovernmental Agreement Between the Cities of Talent, Ashland and Phoenix signed on October 27,2000. Recitals: A. The cities of Talent, Ashland and Phoenix entered into an intergovernmental agreement entitled "Intergovernmental Agreement Between the Cities of Talent, Ashland and Phoenix Municipal Corporations with the State of Oregon" and signed on October 27, 2000. This agreement is further referred to in this Amendment #1 as the "IGA." B. The cities desire to amend the IGA in certain respects as shown below. Changes are indicated by lining through words that are to be deleted from the IGA and underlining words that are to be added. The cities of Talent, Ashland and Phoenix agree: 1. The first paragraph of Section I.G. of the IGA is amended to read: The CITIES shall continue with their present TAP Committee for project review and decisions. The TAP Committee consists of four ('1) member two members from each jurisdiction appointed by their governmental unit. The Committee shall meet on the second Tuesday of eaGR the month at least quarterJy at 5:30 P.M. at the Talent City Council Chambers. 2. Paragraphs Band C of Section V of the IGA is amended to read: B. The TAP Intertie Transmission Line is to be held, conveyed, encurnbered, leased, rented, occupied and improved subject to limitations, restrictions, covenants and conditions set forth in this Agreement. The Line is dedicated for domestic and municipal and industrial water supply purposes. C. Each CITY shall have the indefeasible right to use the TAP IntertiE~ Transmission Line for the transmission of domestic '/later and municipal and industrial water to its respective city. The City of Talent and the City of Phoenix plan to use the water upon completion of the Project. The City of Ashland anticipates its use of the TAP Intertie Transmission Line at an unspecified time in the future. At such time as the City of Ashland begins to use the TAP Intertie Transmission Line, it shall be entitled to sufficient capacity within the TAP Intertie Transmission Line to produce a flow and quantity of water equaling 250/0 of 1- TAP Amendment #1 Ashland's averaQe daily demand for the months of July, AUQust and September in the year 2050 not to exceed 1.6 million gallons per day (1.6 mgd) at the point of diversion located within the City of Talent for the City of Ashland's water. The City of Talent shall be entitled to sufficient capacity within the TAP Intertie Transmission Line to produce a flow and quantity of water equalinQ a peak daily demand not to exceed 4.0 mQd in the year 2050. The City of Phoenix shall be entitled to sufficient capacity within the TAP Intertie Transmission Line to produce .9. flow and quantity of water equalinQ .9. peak daily demand not to exceed 3.0 mQd in !De year 2050. rNote: all water quantity fiQures based on Lee EnQineerinQ study dated AUQust 19971 2. The following paragraphs 0 and E are added to Section V of the IGA: D. The CITIES, upon mutual aQreement, may reallocate respective capacities if deemed necessary. E. At such time as the City of Ashland beQins to use the TAP Intertie Transmission Line, the City of Ashland shall be responsible for increrrlental upsizinQ of the pumps located at the ReQional Booster Pump Station unless the pumpinQ system needs to be completely replaced. If the pumpinq system needs to be replaced, the three CITIES shall share the cost of such based on the flow based formula in effect at the time of uPQrade. 3. Paragraphs A, B, C and G of Section VI are amended as follows: A. Operation, Maintenance, Repair, and Replacement. To coordinate contracts and suitable work only after direction from CITIES, with direction frorn the TAP Committee, or perform 'Nork with its O'Nn forces for operation, maintenance and repair of the TAP Intertie Transmission Line pursuant to an approved budget by the Committee. !L ManaqinQ Coordinator's ~ Qf 9~ ~ Forces. Th~ ~ging Coordinator may perform v.'ork '/lith its O'Nn forces. HO'Never, The CITIES are in the process of selecting a third party for operation and maintenance of the T.A.P Intertie Transmission Line. To the extent that any CITY uses its o':.'n employees in the performance of its duties under this Agreement, that entity shall be responsible for complying with all applicable state and federalla'.4.'s and f-or all employment related benefits and deductions, 'Norkers' compensation premiums and pension contributions. C. Coordination with Medford Water Commission. As necessary, the Managing 2- TAP Amendment #1 Coordinator, witH only after direction from the TAP Committee, will coordinate meetings between the Medford Water Commission operators and the CITIES to coordinate ongoing water demands, water quality concerns and any other ongoing operational considerations. G. Improvements or Fixtures. No improvements or fixtures shall be made or attached to the Project \Nhich could cause interference \vith the operation of the TAP Intertie Transmission Line or be an obligation of a fiscal nature for the CITIES without the prior written consent of the CITIES. 4. The following paragraph C is added to Section VII of the IGA: C. To the extent that any CITY uses its own employees in the performance of its duties under this Aqreement, such CITY shall be responsible for complyinq with all applicable state and federal laws and for all employment related benefits and deductions, workers' compensation premiums and pension contributions. IN WITHNESS WHEREOF, CITIES have caused this Amendment to be executed by their authorized representatives as of the date of the last signature affixed below: PARTIES TO THE AMENDMENT Date ~ka!o~ Larry Pard c i, Mayor City of Phoe ix Date 3- TAP Amendment #1