Loading...
HomeMy WebLinkAbout2009-161 IGA - RVTD 2009-2011 INTERGOVERNMENT AL AGREEMENT BETWEEN THE CITY OF ASHLAND AND THE ROGUE VALLEY TRANSPORTATION DISTRICT FOR REDUCED FARE PROGRAM 2009-2011 This A~eement is made and entered into this L- day of ~ ' 2009 by and between ROGUE VALLEY TRANSPORTATION DISTRICT, Oregon specIal dlstnct, hereinafter referred to as "RVTD," and THE CITY OF ASHLAND, an Oregon municipal corporation, hereinafter referred to as "Ashland." RECITALS A. ORS 190.010 permits units of local government to enter into intergovernmental agreements for the performance of any or all functions and activities that a party to the agreement has authority to perform; and B. The Rogue Valley Transportation District is an Oregon Special District providing transit services in Southern Oregon; and C. inter alia, The City of Ashland desires to support RVTD's provision of transit services by, subsidizing the cost of fixed route fares through a Reduce Fare Program; and D. Ashland's efficiency; The Reduced Fare Program furthers the public interest by making efficient use of transportation infrastructure, reducing greenhouse gases and promoting energy NOW, THEREFORE, in consideration for the mutual covenants contained herein the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: I. RECITALS. The recitals set forth above are true and correct and are incorporated herein by this reference. 2. DURATION. [ORS 190.020(1)(e)]. The term of this Agreement shall commence and the agreement shall be effective on September 8, 2009 and after execution by both parties. The Agreement shall expire June 30, 2010 at 11:59 p.m., unless administratively extended in writing as provided for herein. The Ashland City Administrator may extend this Agreement twice, by twelve (12) months each extension, by indicating in writing to RVTD that an extension of the Agreement is sought under the same terms and conditions, of this Agreement. Provided however, that the rate of compensation set forth in paragraph 4 below is subject to a mutually agreed upon adjustment. The extension shall be effective only upon receipt of a document from an authorized RVTD representative consenting to the extension under the same terms and conditions 3. RVTD FUNCTIONS OR ACTIVITIES. [ORS 190.020(1)]. a. PROGRAM. RVTD shall provide transportation services consistent with its mission, including but not limited to the Reduced Fare Program (hereinafter Intergovernmental Agreement For Reduced Fare Program Page 1 of? "Program") as well as other services paid for by the City; the Program includes but is not limited to the following: 1. the addition of Route IS, providing IS-minute fixed-route service between the downtown, Ashland St, Tolman Creek Rd and Highway 66/Siskiyou Boulevard; and 11. concomitant Valley Lift service; and Ill. reduced fares for Route 10 and Route 15 rides and for concomitant Valley Lift rides. IV. Route 10 service is Ashland's base service provided by RVTD, and its operation (with the exception of fare reduction outlined in this Agreement) is not affected by the Program or this Agreement. v. The City-funded passenger fare subsidy for the fixed route system (Routes 10 and IS) will be $1.00 per ride and the Valley Lift fare subsidy will be $2.00 per ride for passengers picked up and delivered . within the City of Ashland. VI. RVTD will provide the City with quarterly ridership accountings showing total Route 10 ridership on Route 10 within the City of Ashland, ridership on Route 15 and Valley Lift ridership within the City of Ashland. VII. In the event that the $251,797 annual allotment from the City will belbecomes exhausted prior to the end of the fiscal year, the Program for that fiscal year will end and fixed route and Valley Lift paratransit fares will revert to standard RVTD fares for the balance of the fiscal year. b. LIVING WAGE. RVTD shall comply with Chapter 3.12 of the Ashland Municipal code by paying a living wage, as defined in City Code to all employees performing work under this Agreement and to any subcontractor who performs 50% or more of the service work under this Agreement. RVTD is also required to post the code required living wage notice predominantly in areas where all employees will see it. c. ACCESS TO RECORDS: The City and its duly authorized representatives shall have access to the records ofRVTD and any subcontractors which are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts, and transcripts. d. PUBLICITY. 1. Any publicity or advertising regarding the Program shall first be reviewed by RVTD and the City for accuracy and must be approved by both parties. 11. RVTD shall establish a marketing plan for a Loop system or any fare changes with through local resources. RVTD will do the following: 1. Replace the removed placards in the shelters; and Intergovernmental Agreement For Reduced Fare Program Page 2 of? 2. Update the information on all placards with new route/schedule information; and 3. Provide free bus advertising space on one vehicle; and 4. Continue to promote Ashland's systcm at l\lcal events; and 5. RVTD will post a map and schedule at each designated bus shelter in Ashland detailing the Route 10 and Route 15 bus stops and schedule; and p",-o I"r1O"te... J-y, ./ 6. RVTD will provide information concerning and mote the "'a Ashland Reduced Fare Program and service, at events, at map/schedule distribution points, and at www.rvtd.org. Ill. In partnership with the City of Ashland, RVTD will do the following: I. Create a tri-fold specific to the Ashland system and distribute to local businesses; and 2. Distribute promotional information through utility bill stuffers; and 3. Coordinate a public relations event to launch the new service; and 4. Approach SOU Administration to request ongoing support of a fare buy-down; and 5. Approach the Chamber of Commerce and local employers to encourage employees to use transit, especially in downtown; and 6. Create a bus ad to utilize free ad space offer from RVTD. e. COMPLIANCE WITH APPLICABLE LAWS. RVTD, its subcontractors, and all employers working under this Agreement must comply with Oregon State Laws related to the work performed including but not limited to laws concerning workers compensation, employment, payroll taxes and required insurances for general liability for loss ofproperty, injury to persons and property. City may require RVTD to demonstrate compliance with applicable insurance requirements, including but not limited to proof of coverages. 4. CITY FUNCTIONS OR ACTIVITIES. [ORS 190.020(1)]. The City of Ashland shall fund the Reduced Fare Program as provided herein and subject to Section 9. Specifically the City shall offset the cost of the fixed-route fares within the City and support more frequent service as outlined under PAYMENT in paragraph 5 below. 5. PAYMENT. [ORS 190.020(1)(a)]. Subject to Section 9, below, City shall promptly pay all bills for services provided by RVTD pursuant to this Agreement, including but not limited to the following: a. R VTD shall bill the City quarterly $1.00 for each Route 10 passenger picked up and delivered in the City of Ashland during the term of this Agreement. b. RVTD will bill the City-$16,028.25 per month minus the Route 15 farebox revenue for that month. Intergovernmental Agreement For Reduced Fare Program Page 3 on c. RVTD will bill the City quarterly $2.00 for each Valley Lift ride within the City during the term of this Agreement. In addition, City will pay RVTD a fixed amount per Valley Lift ride to cover operating costs for providing Valley' Lift rides in Ashland to the extent they exceed 9,800 rides in the period from July I, 2009 through June 30, 2010 and to the extent Valley Lift rides in Ashland exceed 9,800 rides per year in each this Agreement is extended. The amount City will pay to cover operating costs for Valley Lift rides in excess of the 9,800 annual Valley Lift rides in the City shall be $18.31 per ride. d. With the exception of Route 15 which shall b.e billed monthly as noted above, RVTD will bill the City as provided in this section. Specifically, RVTD will send the City invoices on the following schedule: I. October IS, 2009 (services provided 9/8/2009 to 9/30/2009) 11. January IS, 2009 (services provided 10/1/2009 to 12/30/2009) 111. April15, 2010 (services provided 1/1/2010-to 3/28/2010) IV. July IS, 2010 (services provided -4/1/2010 to 6/30/2010) e. Payment is due to RVTD within 30 calendar days of receipt of each invoice. 6. REVENUE. [ORS 190.020(1)(b)]. Except where specifically provided herein to the contrary, no revenues expected to be derived pursuant to this Agreement need to be apportioned between the parties. 7. PERSONNEL. [ORS 190.020(1)(c)]. No employees will be transferred pursuant to this Agreement. RVTD and the City of Ashland are subject employers under ORS Chapter 656, and shall procure and maintain current valid workers compensation insurance coverage for all subject workers throughout the period of this Agreement. This Agreement does not change the status of any employee, contractor or officer of the respective entities. 8. REAL OR PERSONAL PROPERTY. [ORS 190.020(1)(d)]. There shall be no transfer of title or possession to any real or personal property pursuant to this Agreement. 9. TERMINATION. [190.020(1)(1)]. a. TERMINATION by Mutual Consent: This Agreement may be terminated at any time by mutual consent of both parties. b. TERMINATION for Convenience: This Agreement may be terminated by either party for that party's convenience upon thirty days prior written notice to the other party, delivered by certified mail or in person. . RVTD shall be compensated for all services performed under this Agreement up to the effective termination date. c. TERMINATION for Default or Breach: Either RVTD or City may terminate this contract in the event of a breach of the contract by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and intent to terminate. If the party committing the breach has not Intergovernmental Agreement For Reduced Fare Program Page 4 of? entirely cured the breach within thirty (30) days of the date of the notice, or within such other period as the party giving the notice may authorize or require, then the contract may be terminated at any time thereafter by a written notice of termination by the party giving notice. Notwithstanding the cure provisions above, either party may immediately terminate this Agreement for cause upon delivery of written notice to the other party under any of the following conditions: i. If Federal or state laws, rules or regulation are modified, changed or interpreted in such a manner that the services are no longer allowable or appropriate under this Agreement; n. If any license or certification required by law or regulation required for the provision of the services under this Agreement is for any reason denied, revoked, suspended, or not renewed. d. OBLIGATION/LIABILITY OF PARTIES: Termination or modification of this contract pursuant to subsections A, B, and C, above, shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination or modification. The rights and remedies of the parties provided in this subsection are not exclusive and are in addition to any other rights and remedies provided by law or under this contract. e. NON-APPROPRIATION: Notwithstanding the termination provisions above, termination may occur for non-appropriation. Specifically, all City obligations to expend money under this Intergovernmental Agreement are contingent upon future appropriation as part of the City budget process and local budget law, and the failure of the Council and Budget Committee to make the appropriation shall necessarily result in termination ofthe Agreement, and shall not be considered a breach. f. FORCE MAJEURE. Neither party shall be responsible for delay or default caused by fire, flood, riot, acts of God, and/or war which are beyond the party's reasonable control. RVTD may terminate this Agreement by written notice after determining such delay or default will reasonably prevent successful performance of this Agreement. 10. HOLD HARMLESS. To the extent permitted by the Oregon Constitution and the Oregon Tort Claims Act, RVTD shall hold harmless, defend and indemnify the City of Ashland from any and all claims, demands, damages or injuries, liability of damage that anyone may have or assert by reason of the any error, act or omission of R VTD, its officers, employees and agents, in the performance of their duties under the terms of this Agreement. It is further agrees and understood that neither party is, by virtue of this Agreement, a partner or joint venturing with the other party and neither party shall have any obligation with respect to the other party's debts or liabilities of whatever kind or nature. If any aspect of this indemnity shall be found to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this indemnification. 11. METHOD AND PLACE OF GIVING NOTICE, SUBMITTING BILLS, AND MAKING PAYMENTS. All notices, bills, and payments shall be made in writing and may be given by personal delivery or by mail. Notices, bills, and payments sent by mail should be addressed as follows: Intergovernmental Agreement For Reduced Fare Program Page 5 of? City of Ashland Attn: Martha Bennett City Administrator 20 East Main Street Ashland, Oregon 97520 Phone: 541-488-2100 Fax: 541-552-2092 RVTD Attn: ,Accounts Receivable 3200 Crater Lake Avenue Medford, OR 97504-9075 Phone: (541) 608-2431 and when so addressed, shall be deemed given upon deposit in the United States Mail, postage prepaid. In all other instances, notices, bills, and payments shall be deemed given at the time of actual delivery. Changes may be made to the names and addresses of the person to whom notices, bills, and payments are to be given by providing notice pursuant to this paragraph. 12. NON-DISCRIMINATION. Each party agrees that no person shall, on the grounds of race, color, creed, national origin, sex, marital status, or age, suffer discrimination in the performance of this agreement when employed by either party. Each party agrees to comply with Title VI of the Civil Rights Act of 1964, with Section V of the Rehabilitation Act of 1973, and with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. Additionally, each party shall comply with the Americans with Disabilities Act of 1990 (Pub. L. No. 101-336), ORS 659.425, and. all regulations and administrative rules established pursuant to those laws. 13. ATTORNEY FEES. In the event an action, lawsuit or proceeding, including appeal there from, is brought for failure to fulfill or comply with any of the terms of this agreement, each party shall be responsible for their own attorney fees, expenses, costs and disbursements for said action, lawsuit, proceeding or appeal. 14. NO WAIVER. The failure by any party to enforce any provIsIOn of this Agreement shall not constitute a waiver by that party of that provision or of any other provision of this Agreement. 15. SEVERABILITY. Should any provision or provisions of this Agreement be construed by a court of competent jurisdiction to be void, invalid or unenforceable, such construction shall affect only the provision or provisions so construed, and shall not affect, impair or invalidate any of the other provisions of this Agreement which shall remain in full force and effect. 16. HEADINGS. The headings of this Agreement are for convenience only and shall not be used to construe or interpret any provisions of this Agreement. Intergovernmental Agreement For Reduced Fare Program Page 6 of? . . 17. APPLICABLE LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Oregon. 18. ASSIGNMENT/DELEGATION. RVTD shall not delegate the responsibility for providing services hereunder to any other individual or agency. Neither this Agreement nor any of the rights granted by this Agreement may be assigned or transferred by either party. 19. NO THIRD PARTY BENEFICIARY. Neither the Federal Government, nor any other entity other than the parties named herein are parties to this Agreement and shall have no obligation to any third party. 20. AMENDMENT. The terms of this Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written approval of RVTD and the City. To be effective, any amendments to this Agreement must be in writing and mus't be signed by authorized representatives of both parties. 21. MERGER. This writing is intended both as the final expression of the Agreement between the parties with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement. 22. BINDING EFFECT. The terms of this Agreement shall be binding upon and inure to the benefit of each of the parties and each of their respective administrators, agents, representatives, successors and assigns. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in two (2) duplicate originals, either as individuals, orby their officers, thereunto duly authorized. Dated this 4th dayof August ,2009. ROGUE VALLEY TRANSPORTATION DISTICT Byfjrf/~ Julie Brown General Manager CITY OF ASHLAND ~:hn~~ Mayor Reviewed as to form: Reviewed as to form: By'R~.Q,,~ Richard Appicello City AttWIe)' Q Date: rJ' 3 / 0 , By David Lohman Legal Counsel for R VTD Date: Intergovernmental Agreement For Reduced Fare Program Page 7 of7