Loading...
HomeMy WebLinkAboutResolution 2009-122 IGAs for cost sharing for public transit services in marana for FY 2009-10MARANA RESOLUTION N0.2009-122 RELATING TO COMMUNITY DEVELOPMENT: APPROVING AND AUTHORIZING INTERGOVERNMENTAL AGREEMENTS WITH PIMA COUNTY, THE CITY OF TUCSON, AND THE REGIONAL TRANSPORTATION AUTHORITY OF PIMA COUNTY FOR SHARING OF COST INVOLVED IN THE PROVISION OF PUBLIC TRANSIT SERVICES TO THE TOWN OF MARANA FOR FISCAL YEAR 2009-2010 WHEREAS, the Town of Marana recognizes the need to provide transit services to its residents; and WHEREAS, the City of Tucson, Pima County, and the Regional Transportation Authority of Pima County currently operate fixed-route, circulator, and express transit services within Town of Marana boundaries; and WHEREAS, the Town wishes to enter into cost sharing agreements with each of these entities for the provision of transit services within the Town of Marana services for its citizens. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, approving and authorizing the Town Manager and staff to execute intergovernmental agreements with Pima County, the City of Tucson, and the Regional Transportation Authority of Pima County for the provision of transit services for FY 2009-2010. PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, this 4th day of August, 2009. e®~~~~aF'~q®®®~,s ~ ~~~~~wn-~ii ~j o ~Or co~~ s .~ • -S~i'AL ATTEST: i' ,9~~iiim~-~~~`~~ ``e - - ~ ~~~~ ~ 11®~,~~ Mayor Honea celyn C.~'ronson, Town Clerk APPROVED AS TO FORM: F. ANN RODRIGUEZ, RECORDER RECORDED BY: MRB ' ~ DEPUTY RECORDER 1562 PE-1 RTAUT REGIONAL TRANSPORTATION AUTHORITY PICK UP OF ~r ~7 w ~ ~°z '~N \ ~ ~~ '~R\rzo~~' DOCKET: 13655 PAGE: 2201 NO. OF PACES: 11 SEQUENCE: 20091900521 10/01/2009 RES 16:00 PICKUP AMOUNT PAID $ 10.00 RESOLUTION No. 2009-66 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE PIMA COUNTY REGIONAL TRANSPORTATION AUTHORITY ADOPTING AN INTERGOVERNMENTAL AGREEMENT WITH THE TOWN OF MARANA FOR PROVISION OF TRANSIT SERVICE (RTA #46), A TRANSIT PROJECT. WHEREAS, the Pima County Regional Transportation Authority (the "RTA") is an Arizona special taxing district, duly formed and existing, pursuant to A.R.S. 48-5302, et seq., for the purposes of coordinating multi jurisdictional cooperation in transportation planning, improvements and fund-raising as a municipal corporation through taxation and bonding, with the public's input and voter approval; and WHEREAS, the Town of Marana ("Lead Agency") is a body politic and corporate of the State of Arizona; and WHEREAS, pursuant to A.R.S. 48-5309 (A), the RTA adopted, and the voters approved, a twenty-year, comprehensive, multi-modal regional transportation plan (the "Plan"); and WHEREAS, the Lead Agency and the RTA wish to cooperate in the Provision of Transit Service (RTA #46) ("the Project"); and WHEREAS, the Project is one of the transportation improvement projects included in the Plan or is eligible for funding as part of a categorical program included in the Plan; and WHEREAS, the RTA and the Lead Agency wish to clarify their respective responsibilities in the Project, and wish to jointly exercise their powers pursuant to A.R.S. 11-952; and WHEREAS, pursuant to A.R.S. 48-5304 (18), the RTA has the authority to enter into agreements to exercise its powers and carry out its responsibilities; and rc t WHEREAS, staff from the RTA and the Lead Agency have drafted an intergovernmental agreement, attached hereto as Exhibit A and incorporated herein by this reference (the "IGA"); and t• RTA Resolution No. 2009 - 66 Page 1 of 3 WHEREAS, the Board of Directors of the RTA has reviewed the provisions of the IGA and finds that adopting it is in the best interests of the RTA and is in furtherance of the Plan. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the RTA that the IGA, attached hereto as Exhibit A, is hereby approved and adopted. BE IT FURTHER RESOLVED that the Executive Director of the RTA is hereby authorized and directed to take all steps necessary and proper to cooperate with the Lead Agency on the Project and comply with the IGA. PASSED AND ADOPTED by the Board Transportation Au hority this 24 of September, 2009. ~ , "~i~-`_ Ed Hone ,Board Chair Certification: of Directors of the Regional Gary Hayes, the Executive Director of the RTA, hereby certifies and attests that he has access to the official records of the Board of the RTA, that the foregoing Resolution was duly adopted by the Board of the RTA, at a duly noticed and public meeting, and that this Resolution h snot been altered or amended and remains in full force and effect on the date statelow. s G Director Date: 1. l Approved a o form: T mas Benavidez, Esq. ~~ RTA Resolurion No. 2009 - 66 Page 2 of 3 EXHIBIT A [Intergovernmental Agreement] ~„ ~~~ ~; RTA Resolution No. 2009 - 66 Page 3 of 3 INTERGOVERNMENTAL AGREEMENT BETWEEN THE REGIONAL TRANSPORTATION AUTHORITY OF PIMA COUNTY AND TOWN OF MARANA FOR PROVISION OF TRANSIT SERVICE This Agreement (hereinafter "the Agreement") is entered into by and between the Regional Transportation Authority of Pima County ("RTA" or "the Authority"), a special taxing district formed pursuant to Title 48 Chapter 30 of the Arizona Revised Statutes (A.R.S.), and Town of Marana , a municipal corporation of the State of Arizona ("the Town") pursuant to A.R.S. § 11- 952. RECITALS WHEREAS, the RTA coordinates multi jurisdictional cooperation in transportation planning and fund-raising as a municipal corporation through taxation with the public's input and approval; and WHEREAS, on November 30, 2005, pursuant to A.R.S. 48-5309 (A), the RTA adopted a twenty-year, comprehensive, multimodal regional transportation plan (Plan) that is to be primarily funded by a transportation excise tax, described in A.R.S. 42-6106 (Tax); and WHEREAS, on May 16, 2006, the Plan and the Tax were both approved by the voters; and WHEREAS, pursuant to A.R.S. section 48-5304 (13), the RTA shall coordinate the implementation of the Plan among the local jurisdictions; and WHEREAS, the RTA must undertake implementation of the Plan, including the approved neighborhood circulator bus services in various locations within the region; and WHEREAS, the Plan calls for the implementation of circulator bus service to serve the Marana area, which commenced on May 4, 2009; and WHEREAS, the Town has obtained a federal section 5316 Job Access Reverse Commute (JARC) grant to partially fund the operation of a new circulator bus service along the I-10 corridor between northern and southern Marana; and WHEREAS, the RTA will absorb into its new circulator bus service the existing Marana rural transit service currently operated by Pima County upon the conclusion of the existing vendor contract in November, 2009; and I;, ~w~a ,~~~; ~~ ~: 1 of 8 WHEREAS, the circulator bus service will operate on public rights of way of the Town and Arizona Department of Transportation within the Town; and WHEREAS, the Arizona Department of Transportation which has provided Sun Express services on Route 104X operating on public rights of way of the Town and Arizona Department of Transportation within the Town through a separate IGA with the City of Tucson, will discontinue its financial support for this route upon the conclusion of the Downtown Tucson I-10 widening project; and WHEREAS, the Pima County Department of Transportation has determined that it will discontinue its financial responsibility for Sun Express services on Routes 103X and 202X where they operate on public rights of way of the Town and Arizona Department of Transportation within the Town; and WHEREAS, the RTA has sole authority to implement elements of the regional transportation plan, including the authority to contract for, absorb, or acquire existing public transportation services it deems necessary; and WHEREAS, it is in the best interest of the citizens of the region to provide a seamless transit system which operates with consistent policy and routing, irrespective of jurisdictional boundaries; and WHEREAS, the RTA has authority to enter into this Agreement by virtue of A.R.S. section 48- 5304 (18); and the action of the RTA Board of Directors; and WHEREAS, the Town and the RTA desire to cooperate in the implementation of circulator bus service, and the continuation of existing rural and express transit service within the Town. NOW, THEREFORE, TOWN AND RTA ACKNOWLEDGE, UNDERSTAND AND AGREE, AS FOLLOWS: A. Saecific Terms 1. Circulator Service Planning. The RTA shall be responsible for the provision of circulator bus service in the region to include the RTA Plan Transit Element and other services through mutual agreement with the Town and its transit partners. The RTA will n consult with the Town and the RTA Transit Working Group in the planning for the ~-~~ delivery of this service, including route design, demand planning, scheduling and ~, circulator bus stop locations. 2. Provision of Service. The RTA will be responsible for the provision of mass transit ~~' services within the Town as described in Attachment I, including but not limited to transit 2 of 8 vehicle operation, customer service, fare collection, monthly pass sales, marketing, and circulator bus stops. The Town agrees to assist the RTA in provision of services where practicable. The RTA intends to contract for the delivery of transit services. The Town will participate in the selection committee for the transit service provider(s). 3. Bus Stops. The RTA will be responsible for all required permits for bus stops associated with the provision of transit service. All bus stops will comply with current ADA Accessibility Guidelines for Buildings and Facilities (ADAAG). The Town will construct all mutually agreed upon bus stop improvements, with reimbursement by the RTA. 4. Legal Requirements. The RTA will be responsible for satisfying all applicable federal, state and local requirements associated with the delivery of circulator bus service. 5. Reporting. The RTA will provide the Town with copies of all Monthly System Summary Performance Reports provided by the contractor, as well as any circulator service performance audits, annual reports, etc. prepared by or for the RTA. 6. Changes in Service. From time to time, modifications to the circulator bus and/or express services may occur. The RTA, with participation from the Town and the RTA Transit Working Group, shall develop performance standards for transit service within the region. The RTA will include the Town in the planning and design of service changes in the Town. The RTA and Town agree to hold at least one public meeting in the Town thirty days prior to any substantive changes in circulator bus service. 7. Fares. Fares for the circulator service will be established regionally, and will be consistent with the fares charged by Sun Tran for the fixed route system. The RTA will develop a Sun Shuttle Pass program to enable passengers to transfer to the Sun Tran fixed route service. The RTA and Town agree to hold at least one public meeting in the Town prior to the finalization of any future circulator bus fare changes. 8. Funding. Funding for transit services will be shared between the Town and RTA as described in Attachment I. The Town will assist in the RTA's efforts to secure federal, state, and other additional sources of funding for the provision of enhanced circulator bus service in the Town, but the Town shall have no further obligation to fund the service. 9. Additional Service: The Town may request the RTA assistance in implementation or w inclusion of other transit services provided the Town provides funding for such additional services. Sustainable financial support through an independent IGA or other source must be available for all costs associated with the proposed service. ltil 10. Reimbursement. The RTA may request assistance from the Town for the delivery of ~~ circulator bus service. The RTA shall reimburse the Town for services requested by the RTA. Such service requests may include assistance in the development of circulator bus 3 of 8 stops, park and ride facilities, service promotion, etc. The Town. will provide cost estimates to the RTA for mutually agreed upon reimbursable expenses. Estimated work and payment schedules should be included in the cost estimate. The RTA Administrative Code will be followed for invoicing and reimbursement. 11. Indemnification. To the fullest extent permitted by law, each party to this Agreement shall indemnify, defend and hold the other party, its governing board or body, officers, departments, employees and agents, harmless from and against any and all suits, actions, legal or administrative proceedings, claims, demands, liens, losses, fines or penalties, damages, liability, interest, attorney's, consultant's and accountant's fees or costs and expenses of whatsoever kind and nature, resulting from or arising out of any act or omission of the indemnifying party, its agents, employees or anyone acting under its direction or control, whether intentional, negligent, grossly negligent, or amounting to a breach of contract, in connection with or incident to the performance of the circulator bus services contemplated in this Agreement. 12. Insurance. For the duration of this Agreement, the RTA agrees to name the Town as an insured party in all vehicular and general liability insurance provided to the RTA or its contractors for the provision of circulator bus service. B. General Terms 13. Severability. If any provision of this Agreement shall be interpreted by a court of competent jurisdiction to be illegal or invalid, the illegal or invalid provision shall be reformed to the extent possible to give its intended effect and/or meaning and all remaining provisions hereof shall continue in full force and effect so long as the economic or legal substance of this Agreement is not affected in any manner materially adverse to any party. 14. Term, Termination and Modification. This Agreement shall become effective upon filing a fully executed original with the office of the Pima County Recorder. The term of this Agreement shall be for one year, beginning on May 1, 2009, unless sooner terminated. However, this Agreement shall automatically renew for additional one-year terms, unless the Town or the RTA notifies the other, in writing, of its intention not to allow this Agreement to renew, at least thirty days prior to the beginning of any renewal "l, term. Either the Town or the RTA may terminate this Agreement, at any time, with or w;l without cause, by giving sixty days advance written notice one to the other. The parties may modify or amend this Agreement, only by written agreement adopted by the Town Council and the RTA Board. ~'~ ~~~~ 15. No Partnership or Joint Agency. Nothing in this Agreement shall be construed to :~~, create any partnership or joint agency relationship between the Town and the RTA. 4 of 8 16. Cancellation of Political Subdivision and State Contracts. This Agreement is subject to the provisions of A.R.S. § 38-511. No Third Party Beneficiaries. Nothing in the provisions of this Agreement is intended to create duties or obligations to or rights in third parties not parties to this Agreement or affect the legal liability of either party to the Agreement by imposing any standard of care different from the standard of care imposed bylaw. IN WITNESS WHEREOF, the Town of Marana has caused this Agreement to be executed by the Mayor and Council, upon resolution of the Mayor and Council attested to by the Town Clerk, and the Authority has caused this Agreement to be executed by its Chair of the Board.: Town of Marana Regional Transportation Authority Ed Honea, Mayor Ed Honea, Chair ,. ~ ~ ~,_- L~~ By: By: !~(~" a Date: ~ ' ~''~ ~ Date: d ~ ~' ~ / ATTORNEY CERTIFICATION The foregoing Agreement by and between the Regional Transportation Authority of Pima County and Town of Marana has been reviewed pursuant to A.R.S. Section 11-952 by the undersigned who have determined that it is in proper form and is within the powers and authority granted under the laws of the State of Arizona to those parties to the Agreement. REGIONAL TRANSPORTATION AUTHORITY OF PIMA COUNTY: -, ~Z.- C`o ~~~ `?' G Thomas Benavidez, Attorney for the Authority Date TOWN OF MARANA: ~~,;= ~,--~~_. =- ,~ ~-~-~~ ~'rank'Ca~dy, Town Atto ey Date 1, ~C~ ~~ ~~~ 5 of 8 Attachment I to IGA between the Regional Transportation Authority of Pima County and the Town of Marana for Transit Services. Services provided from May 4, 2009 to June 30, 2010. RTA Sponsored Sun Shuttle Circulator Services Sun Shuttle Routes 411 Cortaro/Silverbell and 412 Thornydale/Dove Mountain will operate within Town of Marana limits Monday through Friday from approximately 5:30am to 6:30pm and on Saturday from approximately 9:00 am to 4:OOpm. The RTA will fully fund this service, with Section 5311 Rural Transportation funding assistance where it can be obtained to augment RTA funding. Services Provided July 1, 2009 to June 30, 2010 RTA Sponsored Sun Express Services Sun Express Routes 103X, (Northwest-Downtown), Route 104X, (Marana-Downtown) and 202X Northwest-Aero Park will operate within Town of Marana limits on a 1.3 mile portion of roadway within for 16 trips per day, Monday thru Friday excluding holidays. The RTA will fully fund this service. RTA Sponsored Premium Paratransit Service Pima County Special Needs service will be available to Town of Marana residents within the service area established through an IGA between the RTA and Pima County. The boundary for this service area is shown on Attachment II. The RTA will fully fund the provision of this service, however the Town will be responsible for costs associated with eligibility determinations for its residents pursuant to its IGA with the City of Tucson Services Provided November 1, 2009 to June 30, 2010 I. RTA Sponsored Circulator Services Sun Shuttle Route 410 Anway/Trico-Marana will operate within Town of Marana limits Monday ~°° through Friday from approximately 5:30am to 6:30pm and on Saturday from approximately 9:00 am to 4:OOpm. ~~! I~~l ~,l The RTA will fully fund this service, with Section 5311 Rural Transportation funding assistance where it can be obtained to augment RTA funding. 6 of 8 RTA Partnership Circulator Services Route 413 Marana/I-10 will operate within Town of Marana limits Monday through Friday from approximately 5:30am to 6:30pm and on Saturday from approximately 9:00 am to 4:00 pm. Total Route Cost Estimated Fare Collection Federal Share (5316) funds Total Local Share RTA Share (##% of Total Local Share) Town of Marana Share (##% of Total Local Share) Total Marana Share of Mass Transit Services $102,061.23 12,500.00 44,780.62 $44,780.62 $3,536.00 $41,244.62 $41,244.62 ~~ ~~°~ ill 7 of 8 Attachment II to IGA between the Regional Transportation Authority of Pima County and the Town of Marana for Transit Services RTA Sponsored Premium Paratransit Service Area re ~_ - _ _ -------- 1N }Legend _ `..~ R N ~ ~ ~ / P '~ 'f Z ~~Marana~Zone tiVK _ ! / Fixed Route ~' I 3K1 Rl) / Mapr Street ~ S/<LFR ~ . / / ' / R ,kD Oro va"e`/ ~ Zo n e _'~ Jaris~Ctional8oundary ~ ~ ~ ~ ` __ ) ADA Ssrvks Boundary ' > # ~~ ..AURA VALLEY R ~ L Pros ZoM pecNve } Ty~,~ ~ R .. i Flandcar CorAYK~ad Service Arsa ? + RTA Expanded Service Area A , ~ zd i R ~ RUOAS~LL D ~ V _ _ North Zone ~ A1ANV1 RD , ,t. ~ ~j West Zone Northeast Zone ~ g~ ~E Il E RD / ~,~ } j p `' fl e..w.i.!t~ :~ ~ r k t K ~' ~/ ~ T `~' '~ Southwest Zone ~: , . _ .. _ _ ~~ .LNG ST ILLTOP R 2 - 4 6 8 10 - _-e..____~. ~N~ wl ~';V ~d~ ~a ~:~ 8 of 8 F. ANN RODRIGUEZ, RECORDER RECORDED BY: JCC ' DEPUTY RECORDER °g ~I`~Zq SMAFtA 0305 PE6-4351 W ~ ~~0~ z TOWN OF MARANA ~N~~by ATTN: TOWN CLERK `gRIZO~Q` 11555 W CIVIC CENTER DR MARANA AZ 85653 DOCKET: 13622 PAGE: 21 NO. OF PAGES: 14 SEQUENCE: 20091570010 08/14/2009 AG 08:22 MAIL AMOUNT PAID $ 12.50 INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF TUCSON AND THE TOWN OF MARANA FOR PROVISION OF FIXED-ROUTE BUS SERVICE (SUN TRAN), FOR DESIGNATED AREAS OF MARANA This Intergovernmental Agreement ("Agreement") is entered into by and between the City of Tucson, a municipal corporation, hereinafter referred to as ("City") and the Town of Marana, a political subdivision of the State of Arizona, hereinafter referred to as ("Town"). Recitals WHEREAS, City, Pima County, the Towns of Oro Valley and Marana, and the City of South Tucson jointly developed a regional Americans with Disabilities Act (ADA) Transportation Plan for Pima County that meets the goals of the Federal Americans with Disabilities Act of 1990; and WHEREAS, City, through its Department of Transportation and agent Sun Tran, provides mass transit services to areas within Town; and WHEREAS, Town shall pay City for the costs of the aforementioned services on a monthly basis pursuant to the terms of this Agreement; NOW THEREFORE, City and Town, pursuant to the above and in consideration of the matters and things set forth herein, do mutually agree as follows: AGREEMENT :'ti: "'ai 1. Purpose ih° ~,,,, "~'i? The purpose of this Agreement is to outline the conditions and obligations under which Town ^i shall pay the City to provide fixed-route mass transit services (Sun Tran) for residents of ~o~p, ` d"~ ~~d for fiscal year 2009-2010, as further outlined in the attached Appendix A. Appendix A~CQrttains ~~~~ projected estimates of costs for budgeting purposes by reflecting a "not to exceed" amount for services. Monthly invoices shall reflect actual costs and revenues. . ,; =~ ,. EX A TO RESOLI~TaOW~N~.°21344 -- T- CITY OF TUCSON CO1VT`rRACT~M~. 16487 R~°° 2. Definitions 2.1. Mass transit services -the regularly scheduled public bus services provided by Sun Tran as set forth in Appendix A. 2.2. ADA Paratransit services -public transportation services provided by Sun Van which meet the requirements of the Americans with Disabilities Act, which are provided to qualified Town residents determined by City to be ADA paratransit eligible and located within the ADA mandated service area. 2.3. ADA Mandated service area -the area served by a regularly scheduled fixed transit route and extending three quarters of a mile to either side of the route, including those portions of Town that are three quarters of a mile on either side of a fixed route. 2.4. Cost Per Mile -the calculation determined by dividing Sun Tran's Annual Adopted Budget by the total annual miles Sun Tran will serve for that fiscal year. 2.5. Depreciation -the calculation of distributing an asset's purchase cost over the asset's useful life (e.g. a 2009 Sun Tran bus with an initial cost of $391,696 and a useful life of 12 years would have a depreciation value of $32,641 per year for that asset's twelve year useful life). 2.6. Depreciation Per Mile -Sun Tran's total annual vehicle depreciation cost divided by the total annual miles Sun Tran will operate for that fiscal year. 2.7. Federal Assistance Per Mile - is equal to Sun Tran's annual capital Federal assistance for preventative maintenance divided by the total annual miles Sun Tran will operate for that fiscal year. 2.8. Revenue A. Route Revenue - is the combination of farebox bus pass revenue per route as reported in the Sun Tran Route Performance Profile each month. B. Revenue Per Mile - is equal to each Route Revenue divided by the total miles per route. C. Jurisdiction's Projected Annual Revenue - is equal to the Revenue Per Mile multiplied by the Jurisdiction's Total Annual Miles per route. ~~ i7:; .~•;, 3. Obligations of City ~"r „~~;, 3.1. City, through its Department of Transportation and agent Sun Tran, shall provide fixed-route ~~,;; mass public transportation services to residents of Town. 1~' ~`u, .~~w ~~„~ 3.2. City shall keep and maintain all financial records relating to the provision of fixed-route services for Town and shall make such records available to Town for inspection and auditing upon request. 3.3. City shall prepare monthly reports and monthly invoices for Town for all services rendered under this Agreement. Invoices are due to Town by the 30th day of the month following each monthly period. A. The attached Appendix A shows projected charges for fiscal year 2009-2010. All monthly invoices will be for actual services and revenues. B. Town shall receive a monthly revenue adjustment based on each route revenue divided by the total miles per route for each monthly period. Said revenue adjustments shall be in the form of calculated actual revenues for the portion of mass transit services provided in Town. 3.4. The City or the City's contractor is responsible for the placement and maintenance of bus stop signs in Town rights of way that are necessary for City to provide services under this Agreement. Any new signs to be installed or relocated must be mutually agreeable to City and Town. City is not responsible for provision and maintenance of bus stop amenities such as shelters, benches, and trash cans. Any requested or mandated ADA improvements related to bus stops within Town rights of way are the responsibility of Town. 4. Obligations of Town 4.1. Town agrees to pay City for costs associated with the provision of fixed-route mass transit to all Town residents within the service area, as identified in Appendix A, estimated costs. Actual costs will be sent with the monthly invoices. 4.2. Town shall pay all monthly invoices submitted by City within thirty (30) days of presentation of each invoice unless otherwise agreed to by the parties. Monthly payments shall be mailed to the following City office: City of Tucson, Department of Transportation Public Works Building 201 N. Stone, 6th Floor P.O. Box 27210 Tucson, AZ 85726-7210 5. Modifications of fixed routes and schedules Modifications of routes and schedules maybe made quarterly through mutual approval of the City Manager and the Town Manager in writing. Due to the inclusion of federal funds for the transit services provided under this agreement, the parties acknowledge that changes to established routes or schedules may require a public notice, public hearing, and adoption ~~~ process in order to meet all required Federal Transit Administration (FTA) guidelines. Upon ~~~' ~s approval of any change, an amended Appendix A shall be filed with the office of the Pima '~ County Recorder and the Tucson City Clerk. ~,,i ~~~~ ~;I 6. Payment for Services ~,,,a ~'~.a 6.1. Town shall be entitled to fare revenues generated by the City service, as specified in Appendix A, that shall be deducted from actual charges of costs billed to Town. 6.2. In the event Federal Transit Administration Section 5307 Operating Assistance funds are received by the City, a credit shall be apportioned to Town to offset costs incurred in the provision of services to Town. Such credit will be reflected in the monthly invoices referenced in Item 6.3 below. 6.3. City shall present monthly invoices for costs incurred by the City in providing fixed-route service to areas of Town. Town shall be entitled to any fare revenues generated from sales to residents of Town during each month, which shall be calculated in monthly invoices. Any positive or negative balances due Town will be invoiced each month. As applicable, City will provide payment or an invoice the 30th day following the end of the month. 6.4. In the event of a dispute that cannot be resolved by comparison and reconciliation of cost records, the parties shall engage an independent accounting firm to reconcile costs. The cost associated with the employment of an independent accounting firm shall be borne equally by both parties. 7. Term and Termination 7.1. Term. This Agreement shall be effective immediately upon filing a fully executed original with the office of the Pima County Recorder and shall remain in full force and effect until June 30, 2010 unless sooner terminated or extended pursuant to the provisions contained herein. 7.2. Termination. This Agreement maybe terminated at any time, without cause, by providing written notice of such termination to the other party at least one hundred twenty (120) days prior to the termination date. 7.3. A.R.S. & 38-511. This Agreement is subject to the provisions of A.R.S. § 38-511. 7.4. Non-appropriation. It is acknowledged that all obligations of the Town and City hereunder to make payments to or to incur costs under this Agreement shall be subject to annual appropriation by the respective governing bodies and to any limitation imposed by budget laws or other applicable state or local law or regulation. Notwithstanding any other provision contained herein, this Agreement shall be terminated in the event the Marana Town Council or the Tucson City Council does not appropriate sufficient monies for the purpose of maintaining this Agreement. In the event of such termination, Town and City ~"~~ ,„ shall have no further obligation to the other except for payment for services rendered prior to "~~ ~~~ ~. such termination. "'° ~! ,~,., „~~,~. ~~ip 8. Indemnification 8.1. Mutual Indemnity. To the fullest extent permitted by law, each party to this Agreement shall indemnify, defend and hold the other party, its governing board or body, officers, departments, employees and agents, harmless from and against any and all suits, actions, legal or administrative proceedings, claims, demands, liens, losses, fines or penalties, damages, liability, interest, attorney's, consultant's and accountant's fees or costs and expenses of whatsoever kind and nature, resulting from or arising out of any act or omission of the indemnifying party, its agents, employees or anyone acting under its direction or control, whether intentional, negligent, grossly negligent, or amounting to a breach of contract, in connection with or incident to the performance of this Agreement. 8.2. Notice. Each party shall notify the other in writing within thirty (30) days of the receipt of any claim, demand, suit or judgment against the receiving party for which the receiving party intends to invoke the provisions of this Article. Each party shall keep the other party informed on a current basis of its defense of any claims, demands, suits, or judgments under this Article. 8.3. Negligence of indemnified party. The obligations under this Article shall not extend to the negligence of the indemnified party, its agents or employees. 8.4. Survival of termination This Article shall survive the termination, cancellation or revocation, whether in whole or in part, of this Agreement. 9. Insurance The parties acknowledge that each party to this Agreement is self-insured for the purposes of this Agreement. When requested by the other party, each party shall provide proof to the other of their worker's compensation, automobile, accident, property damage, and liability coverage or program ofself-insurance. 10. Books and records Each party shall keep and maintain proper and complete books, records and accounts, which shall be open for inspection and audit by duly authorized representatives of any other party during normal business hours. :q: 11. Construction of Agreement dY;~~! ~~~, ~~::, ~~~~ 11.1. Entire Agreement. This instrument constitutes the entire Agreement between the parties ~~ pertaining to the subject matter hereof, and all-prior or contemporaneous Agreements and ~'" understandings, oral or written, are hereby superseded and merged herein. ~ 1~av 11.2. Amendment. This Agreement may not be modified, amended, altered or changed except by N""~ written amendment signed by both parties. 11.3. Construction and interpretation. All provisions of this Agreement shall be construed to be consistent with the intention of the parties as expressed in the recitals hereof. 11.4. Captions and headings. The headings used in this Agreement are for convenience only and are not intended to affect the meaning of any provision of this Agreement. 11.5. Severabilit~ In the event that any provision of this Agreement or the application thereof is declared invalid or void by statute or judicial decision, such action shall have no effect on other provisions and their application which can be given effect without the invalid or void provision or application, and to this extent the provisions of the Agreement are severable. In the event that any provision of this Agreement is declared invalid or void, the parties agree to meet promptly upon request of the other party in an attempt to reach an Agreement on a substitute provision. 11.6. Reservation of rights. Town, by this Agreement, acquires no right, title or interest in the City's ADA paratransit system or fixed route system, its routes, equipment, or any other assets. 12. Legal Jurisdiction Nothing in this Agreement shall be construed as either limiting or extending the legal jurisdiction of Town or City. 13. No Joint Venture It is not intended by this Agreement to, and nothing contained in this Agreement shall be construed to, create any partnership, joint venture or employment relationship between the parties or create any employer-employee relationship between Town and any City employees, or between City and any Town employees. Neither party shall be liable for any debts, accounts, obligations or other liabilities whatsoever of the other, including (without limitation) the other party's obligation to withhold Social Security and income taxes for itself or any of its employees. 14. Workers' Compensation An employee of either party shall be deemed to be an "employee" of both public agencies while performing pursuant to this Agreement, for purposes of A.R.S. § 23-1022 and the Arizona Workers' Compensation laws. The primary employer shall be solely liable for any worker's compensation benefits, which may accrue. Each party shall post a notice pursuant to the ~' provisions of A.R.S. § 23-906 in substantially the following form: All employees are hereby further notified that they maybe required ~ ;~ to work under the jurisdiction or control or within the jurisdictional ~~~ ~~~;~ boundaries of another ublic a enc ursuant to an A Bement or ""'~ p g Y p ~' ~; contract, and under such circumstances they are deemed by the laws of Arizona to be employees of both public agencies for the purposes of workers' compensation. 15. No Third Party Beneficiaries Nothing in the provisions of this Agreement is intended to create duties or obligations to or rights in third party to this Agreement or affect the legal liability of either party to the Agreement by imposing any standard of care different from the standard of care imposed by law. 16. Compliance with Laws The parties shall comply with all applicable federal, state and local laws, rules, regulations, standards and executive orders, without limitation to those designated within this Agreement. 16.1. Anti-Discrimination. The provisions of A.R.S. § 41-1463 and Executive Order 75-5, as amended by Executive Order 99-4, issued by the Governor of the State of Arizona are incorporated by this reference as a part of this Agreement as if set forth in full herein. 16.2 Americans with Disabilities Act. This Agreement is subject to all applicable provisions of the Americans with Disabilities Act of 1990. 17. Waiver Waiver by either party of any breach of any term, covenant or condition herein contained shall not be deemed a waiver of any other term, covenant or condition, or any subsequent breach of the same or any other term, covenant, or condition herein contained. 18. Force Majeure A party shall not be in default under this Agreement if it does not fulfill any of its obligations under this Agreement because it is prevented or delayed in doing so by reason of uncontrollable forces. The term "uncontrollable forces" shall mean, for the purpose of this Agreement, any cause beyond the control of the party affected, including but not limited to failure of facilities, breakage or accident to machinery or transmission facilities, weather conditions, flood, earthquake, lightning, fire, epidemic, war, riot, civil disturbance, sabotage, strike, lockout, labor dispute, boycott, material or energy shortage, casualty loss, acts of God, or action or non-action by governmental bodies in approving or failing to act upon applications for approvals or permits which are not due to the negligence or willful action of the parties, order of any government ~~~ officer or court (excluding orders promulgated by the parties themselves), and declared local, "~~~fi ~ state or national emer enc , which b exercise of due dili ence and foreei ht, such art could g Y ~ Y g g p Y ' ~: not reasonably have been expected to avoid. Either party rendered unable to fulfill any ~~~~ obligations by reason of uncontrollable forces shall exercise due diligence to remove such 1~J inability with all reasonable dispatch. ~3 ,,,'a~ 19. Notification All notices or demands upon any party to this Agreement shall be in writing, unless other forms are designated elsewhere, and shall be delivered in person or sent by mail addressed as follows: 7 City of Tucson: Roger W. Randolph City Clerk City of Tucson P.O. Box 27210 Tucson, AZ 85726-7210 With Copies to: James Glock, P.E., Director Department of Transportation City of Tucson P.O. Box 27210 Tucson, AZ 85726-7210 and John Zukas, Transit Services Coordinator Transit Services Div. Department. of Transportation City of Tucson P.O. BOX 27210 Tucson, AZ 85726-7210 Town of Marana: Jocelyn Bronson, Town Clerk Town of Marana 11555 W. Civic Center Drive Marana, AZ 85653 With Copies to: T. Van Hook, Community Development Director Town of Marana 11555 W. Civic Center Drive Marana, AZ 85653 Or such other address as either party shall designate by written notice to the other. 20. Remedies Either party may pursue any remedies provided by law for the breach of this Agreement. No right or remedy is intended to be exclusive of any other right or remedy and each shall be cumulative and in addition to any other right or remedy existing at law or in equity or by virtue of this Agreement. 8 In Witness Whereof, Town has caused this Agreement to be executed by the Mayor of its Mayor and Council, upon resolution of the Mayor and Council and attested to by the Clerk of Town, and the City has caused this Agreement to be executed by the Mayor upon resolution of the Mayor and Council and attested to by its Clerk. ATTEST: CITY OF TU N: Roger Randolph, City Clerk July 7, 2009 Rome n Mayor July 7, 2009 PRO-TEMPORE ATTEST: TOWN OF M NA: ocelyn nson, Town Clerk Ed Honea, Mayor ATTORNEY CERTIFICATION The foregoing Agreement between the City of Tucson and the Town of Marana has been reviewed pursuant to A.R.S. § 11-952 by the undersigned who have determined that it is in proper form and is within the powers and authority granted under the laws of the State of Arizona to those parties to this Agreement. For the City of Tucson: City Attorney Date For Town of Marana: ~~.-sr'~ ~4ry arana torney Date ~"~ ~~~~ ~~,~ '"' APPENDIX A TO INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF TUCSON AND THE TOWN OF MARANA, MUNICIPAL CORPORATIONS OF THE STATE OF ARIZONA, RELATING TO MASS TRANSIT July 1, 2009 -June 30, 2010 A) Fixed Route Description of Service (Sun Tran) Number Trip of Total Route Description Weekdays Saturdays Sundays Miles Trips Miles 166 Oracle@ Genematas to ~ € i i Elna@ Thomydale back to Oracle@ Genematas 256: - - 1.70 } 27.5 ': 11:968 :0 .....................q.......................................................p...............................~..........................................q................................l.......................... .. ........................~.................... .. .. i - 50€ - 1.70 ! 14.5: 1,232.5 The followin4 Exaress tops are one wav due to deadhead _ ~ ~ 102X ;Ina at I-to to Ina at Meredith' 2561 - - 1.3 s 6.0 i 1,996.8 Total All Routes July 1, 2009 -June 30, 2010 15,197.3 B) Fixed Route Transit Expenses 1. Estimated Expenses -The Marana expense for mass transit will be determined in the following manner. Miles operated in Marana X Cost per mile and depreciation of buses. 2. Revenue Adjustments -Marana transit expense will be offset by: Revenues Collected: Marana transit expense will be offset by revenues collected. 3. Annual Expenses Less Revenues -Following is the estimated total cost for FY 2009-10 under this IGA. Cost Elements:" Total Annual Miles 15,197.3 Cost Per Mile $ 5.8730 Depreciation Per Mile $ 0.0929 (Local Share) Federal Assistance Per Mi le*" $ 0.2013 Revenue Per Mile $ 1.32 Estimated Expenses Marana Mileage Costs $ 89,254 (Miles X Cost Per Mile) Depreciation Costs $ 1,412 (Local Share of Depreciation X Miles Total Ex enses $ 90 666 Revenue Adjustments Farebox Revenues $22,676 (Revenue Per Mile X Miles) Federal Capital Assistance $3,059 (Federal Assistance X Miles Total Revenues $25 735 Ex ense over Revenue Fixed Route Service 5 .,84,930 Not to Exceed Amount $ 71,400 '= Costing elements are subject to change due to budget revision at City, State and Federal levels, fare and service changes and pending labor negotiations for all transit bargaining unit employees. '= FY 2009-10 Federal operating assistance funds from FTA Section 5307 for preventative maintenance C) Billing Period The billing cycle will be on a monthly basis and invoiced within 30 days from the end of previous month. Invoices will be prepared based on the actual expenses and actual revenues for the time period being billed. Date of Appendix A: 08-Jun-09 Mike tcher City anager, City of Tucson Gilbert Davidson Town Manager, Town of Marana Attest: Jocelyn Bronson Town Clerk, Town of Marana Antes Roger W. Randolph July 7, 2009 City Clerk, City of Tucson Appendix A to Exhibit A to Resolution No. 21344 6/22/2009 12:58 PM Marana 0910_AppendixA Adopted July 7, 2009 without the emergency clause. Additionally, due to a delay in signatures, the effective date is August 9, 2009 in accordance with Ch. IX Sec. 8 of the Tucson City Charter. ADOPTED BY THE MAYOR AND COUNCIL July 7, 2009 RESOLUTION NO. 21.344 RELATING TO INTERGOVERNMENTAL AGREEMENTS; AUTHORIZING AND APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF TUCSON AND THE TOWN OF MARANA FOR THE PROVISION OF FIXED- ROUTE BUS SERVICE (SUN IRAN) FOR DESIGNATED AREAS OF MARANA; nnin n~r~i noin~n n~i ~nn~orr~~r+~~ BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF TUCSON, ARIZONA, AS FOLLOWS: SECTION 1. The Intergovernmental Agreement between the City of Tucson and The Town of Marana for the Provision of Fixed-Route Bus Service (Sun Tran) for Designated Areas of Marana, attached hereto as Exhibit A, is approved. SECTION 2. The Mayor is hereby authorized and directed to execute, and the City Clerk is hereby authorized and directed to attest to, any and all documents necessary to effectuate the above-contemplated transaction for and on behalf of the City of Tucson. SECTION 3. The various City officers and employees are authorized and directed to perform all acts necessary or desirable to give effect to this resolution. {A0024003. DOC/} PASSED, ADOPTED AND APPROVED BY THE MAYOR AND COUNCIL OF THE CITY OF TUCSON, ARIZONA, J MA' 7, 2009 RO-TI:MP~RE ATTEST: CITY CLERK APPROVED AS TO FORM: - ~. _. CITY ATTORNEY MD/dc 6/25/2009 11:24 AM {A0024003. DOC!} REVIEWED BY: ~-~ 1 ,~{~ TY MANAGER 2 • State of Arizona County of 2'ima Certifuate of Cl~~. City of Tucson • ss I, Roger W. Randolph, the City Clerk of the City of Tucson, Arizona, do hereby certify that the foregoing is a true and correct copy of Resolution No. 21344 which was passed and adopted by the Mayor and Council of the City of Tucson, Arizona, at a meeting held on July 7, 2009, at which a quorum was present. In Witness Whereof, I have hereunto set my hand and affixed the seal of the City of Tucson, Arizona on IuIU 13, 2009. Total of 2 pages (Exhibits not included) City Clerk MARANA RESOLUTION N0.2009-122 RELATING TO COMMUNITY DEVELOPMENT: APPROVING AND AUTHORIZING INTERGOVERNMENTAL AGREEMENTS WITH PIMA COUNTY, THE CITY OF TUCSON, AND THE REGIONAL TRANSPORTATION AUTHORITY OF PIMA COUNTY FOR SHARING OF COST INVOLVED IN THE PROVISION OF PUBLIC TRANSIT SERVICES TO THE TOWN OF MARANA FOR FISCAL YEAR 2009-2010 WHEREAS, the Town of Marana recognizes the need to provide transit services to its residents; and WHEREAS, the City of Tucson, Pima County, and the Regional Transportation Authority of Pima County currently operate fixed-route, circulator, and express transit services within Town of Marana boundaries; and WHEREAS, the Town wishes to enter into cost sharing agreements with each of these entities for the provision of transit services within the Town of Marana services for its citizens. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, approving and authorizing the Town Manager and staff to execute intergovernmental agreements with Pima County, the City of Tucson, and the Regional Transportation Authority of Pima County for the provision of transit services for FY 2009-2010. PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, this 4th day of August, 2009. ATTEST: ``~~~1111--~~~~i ~~~~urn ~~r ~ORPORA- ~. o00 ~ i SEAL ~ •_i i~ aZ' ~ ,q~~iu~a-~~`` ~i~.Riz. ~9~:~~~~ Town Clerk Mayor Honea APPROVED AS TO FORM: ~<'~ RESOLUTION AND ORDER N0.2009- 225 RESOLUTION AND ORDER OF THE PIMA COUNTY BOARD OF SUPERVISORS APPROVING AND AUTHORIZING THE EXECUTION OF AN INTERGOVERNMENTAL AGREEMENT BETWEEN PIMA COUNTY AND THE TOWN OF MARANA TO PROVIDE PUBLIC TRANSIT SERVICES TO RESIDENTS WITHIN THE TOWN OF MARANA. (District 3) WHEREAS, Pima County {"County") currently provides public transit services to residents within the corporate limits of the Town of Marana ("Town"), and WHEREAS, the Town benefits from these services and wishes to provide funding to County for those public transit services provided within the corporate limits of the Town; and WHEREAS, the County has determined it to be in the best interest of the public to enter into an intergovernmental agreement in which Town will contribute $11,258.20 to County for the provision of public transit services within the corporate limits of the Town for FY 2009 through FY 2010; NOW, THEREFORE, UPON MOTION DULY MADE, SECONDED AND CARRIED, BE TT RESOLVED THAT: 1. The intergovernmental agreement between Pima County and the Town of Marana to provide public transit services within the town of Marana is hereby approved. 2. The Chairman of this Board is hereby authorized and directed to sign the agreement for the Board. 3. The various Pima County officers and employees are hereby authorized and directed to perform all acts necessary and desirable to give effect to the Resolution. PASSED, ADOPTED AND APPROVED this 1 day of Sept . , 2009. ATTEST: Clerk of the Board Approved as to form: Deputy Co Attorney ©l l4.`t0.Oq MARANA RESOLUTION N0.2009-122 RELATING TO COMMUNITY DEVELOPMENT: APPROVING AND AUTHORIZING INTERGOVERNMENTAL AGREEMENTS WITH PIMA COUNTY, THE CITY OF TUCSON, AND THE REGIONAL TRANSPORTATION AUTHORITY OF PIMA COUNTY FOR SHARING OF COST INVOLVED IN THE PROVISION OF PUBLIC TRANSIT SERVICES TO THE TOWN OF MARANA FOR FISCAL YEAR 2009-2010 WHEREAS, the Town of Marana recognizes the need to provide transit services to its residents; and WHEREAS, the City of Tucson, Pima County, and the' Regional Transportation Authority of Pima County currently operate fixed-route, circulator, and express transit services within Town of Marana boundaries; and WHEREAS, the Town wishes to enter into cost sharing agreements with each of these entities for the provision of transit services within the Town of Marana services for its citizens. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, approving and authorizing the Town Manager and staff to execute intergovernmental agreements with Pima County, the City of Tucson, and the Regional Transportation Authority of Pima County for the provision of transit services far FY 2009-2010. PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, this 4`~ day of August, 2009. __-- Mayor Honea APPROVED AS TO FORM: CONTRACT N 0. ~~/ o yl~1? /y~.~/~ • Oho AMENDMENT N0. This number must appear on all invoices, correspondence and documents pertaining to this contract, INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN OF 1~'IARANA AND PIMA COUNTY FOR SHARING OF COSTS INVOLVED IN THE PROVISION OF PUBLIC TRANSIT SERVICES TO CERTAIN AREAS OF PIMA COUNTY AND THE TOWN OF MARANA THIS INTERGOVERNMENTAL AGREEMENT, entered into pursuant to Arizona Revised Statutes (A.R.S.) Title 11, Chapter 7, Article 3, by and between: THE TOWN OF MARANA, a municipal corporation (hereinafter referred to as the "Town"), -and THE COUNTY OF PIMA, a body politic and corporate, a political subdivision of the State of Arizona (hereinafter referred to as the "County"); WITNESSETH WHEREAS, the County currently provides funding for public transit services which operate within the Town of Marano; and WHEREAS, the Town has determined that it is in the best interest of the residents of the Town of Marano, who benefit from the services, to provide funding for those portions of the public transit services that operate within the corporate limits of the Town; and WHEREAS, the Town and County may contract for services and enter into agreements with one another for joint or cooperative action pursuant to the provisions of A.R.S. Section I 1-951, et sec; NOW, THEREFORE, the Town and the County pursuant to the above, and in consideration of the matters and things hereinafter set forth, do mutually agree as follows: • ,i SECTION 1. PURPOSE The purpose of this Agreement is to set forth the responsibilities and obligations of the parties for the provision of transit services within the corporate limits of the Town of Marana. SECTION 2. MANNER OF FINANCING AND BUDGET The Town agrees to pay the County, upon presentation of monthly invoices, all costs and charges incurred by the County to provide public transit services to the Town. Payments shall be due and payable within thirty (30) days after presentation to the Town. The invoices presented to the Town shall be for the actual number of transit trips provided during the month and for subsidy costs to provide public transit service in the Town, which represents actual expenses incurred less actual fare revenues and other credits. SECTION 3.OBLIGATIONS OF TOWN AND COUNTY 3.1. The Town agrees to pay its share of casts to provide public transit services, based on the total costs incurred by the County to provide the public transit services as set forth in Attachment 1, attached hereto and incorporated by reference and made a part of this Agreement. 3.2. The Town and County agree on the services to be provided by the County, and on the route or routes, schedules and mileage affecting this Agreement, and the corresponding portion of said routes contained within the Town, as set forth in Attachment 1. 3.3. The routes, mileage, amounts, totals, and any other provisions of Attachments 1 of this Section maybe amended by the parties at any time, through mutual approval in writing by the County Administrator and the Town Manager, following forty-five (45) days written notice of the desired amendment. Upon such approval, an amended attachment shall be recorded with the office of the Pima County Recorder. 3.4. The County shall provide the Town with monthly performance reports for each of the routes contained in Attachment 1 and for transit services provided in accordance with this Agreement. The reports for services described in Attachment 1 shall contain, at a minimum, information regarding ridership, fare revenues, and costs during the reporting period. 3.5. The County shall present invoices of all costs and charges incurred by the County to provide public transit services to the Town pursuant to this agreement and Attachment 1. As costs are incurred, but not more than once per month, reimbursement request shall be submitted. to the Town. Payments shall be due and payable thirty (30) days after presentation to the Town. The invoices presented to the Town shall be for the actual number of transit trips provided during the month, and for subsidy cost to provide public transit service in the Town, which represents actual expenses incurred, less actual fare revenues and other credits. SECTION 4. EFFECTIVE DATE AND DURATION OF AGREEMENT This Agreement shall be effective upon filing a fully executed copy with the Office of the Pima County Recorder, and shall remain in full force and effect until October 31, 2009, unless sooner terminated or further extended pursuant to the terms of this Agreement. SECTION 5. ANNUAL REVIEW This Agreement may be reviewed annually by the Town Manager and the County Administrator. In the event an increase in service requirements, fuel costs, etc., require total cost of services to exceed the amounts specified in Appendix 1, the parties may amend this agreement to revise amounts in any given year to reflect the actual cost of services. Any adjustment to any term or condition of this Agreement must be made by written amendment signed by the parties. SECTION 6. TERMINATION This Agreement maybe terminated at any time upon sixty (60) days written notice from the terminating party to the other. Such termination shall not relieve either party from those liabilities or costs already incurred under this Agreement. SECTION 7 .COMPLIANCE WITH LAWS The parties shall comply with all applicable federal, state, and local laws, rules, regulations, standards, and executive orders, including but not limited to the following: a. The provisions of Arizona Revised Statutes Sec. 41-1463 and Executive Order Number 75-5 as amended by Executive Order 99-4, issued by the Governor of the State of Arizona, and, where not inconsistent therewith, the provisions of the Tucson Code Section 17-21 and Pima County Ordinance Number 1974-10, are incorporated by this reference as a part of this Agreement. b. This Agreement is subject to all applicable provisions of the Americans with Disabilities Act (Public Law 101-336, 42 U.S.C. 12101-12213) and all applicable federal regulations under the Act, including 28 CFR Parts 35 and 36. c. This Agreement is subject to the provisions of A.R.S.§38-511. SECTION 8. LEGAL JURISDICTION Nothing in this Agreement shall be construed as either limiting or extending the legal jurisdiction of either the City or the County. SECTION 9. LIMITATION OF LIABILITY Each party (as "indemnitor") agrees to indemnify, defend, and hold hannless the other party (as "indemnitee") from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney's fees)(hereinafter collectively referred to as "claims") arising. out of bodily injury of any person (including death) or property damage but only to the extent that such claims which result in vicarious/derivative liability to the indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the indemnitor, its officers, officials, agents, employees, or volunteers. SECTION 10. APPROPRIATION OF FUNDS Each party represents that it has, within its respective budget, sufficient funds to discharge the obligation and duties assumed under this Agreement. Should either party fail to obtain continued funding during the term of this Agreement through a failure of appropriation or approval of funds, then in that event this Agreement shall be deemed to terminate by operation of law. In such event, termination shall be effective on the last day of the year for which funds have been appropriated or approved. SECTION 11. NOTICE Any notice required or permitted to be given under this Agreement shall be in writing and shall be served by delivery or by certified mail upon the other party as follows: If to the Town: Gilbert Davidson Town of Marana 13251 North Lon Adams Road Marana, Arizona 85653 If to the County: Clerk, Pima County Board of Supervisors 130 West Congress Tucson, Arizona 85701 'With copies to: Priscilla S. Cornelio, P.E., Director Pima County Department of Transportation and Flood Control 201 North Stone Avenue, 4th Floor Tucson, Arizona 85701 Or to such other addresses as either party shall designate in writing SECTION 12. FORCE MAJEURE The omission of the performance or failure to render any services required by this agreement because of an act of God, inevitable accident, fire, lockout, strike or other labor dispute, riot, act of government or governmental instrument or instrumentality {whether federal or state), or failure of equipment or facilities not due to inadequate maintenance shall not constitute a breach of this agreement or failure of performance by the County or Town; provided, however, that the Town shall not be obligated to make any payment to the County with respect to any services not actually rendered by the County to the Town pursuant to the terms of this agreement due to any cause contemplated in this paragraph. SECTION 13. MODIFICATION BY AMENDMENT This Agreement may be modified by the parties at any time upon written amendment executed by the parties 4 . ; ~' The parties shall share all costs of revising this Agreement. SECTION 13. NO ACQUIRED INTERESTS Neither the Town or the County, by this~Agreement, acquires right, title or interest in the other's transportation services. SECTION 14. SEVERABILITY In the event that any provision of this Agreement or the application thereof is held invalid, such invalidation shall have no effect on other provisions and other than their application which can be given effect without the invalid provision or application and to this end the provisions of this Agreement are severable. SECTION 15. REMEDIES Either party may pursue any remedies provided bylaw for the breach of this Agreement. No right or remedy is intended to be exclusive of any other right or remedy and each shall be cumulative and in addition to any other right or remedy existing at law or in equity or by virtue of this Agreement. IN WITNESS WHEREOF, the parties have entered into this Agreement as indicated by the signatures and dates written below. TOWN OF MARANA: ~ ATTEST: ~ ~~ L Mayor erk for Tpown Date: ~ ' Jr ^ D / Date O ~~-~,~ PIMA CO Y BO OF SUPERVISORS _ r C air Board of Supervisors Date: S~' 01 2009 ATTEST: Clerk of the Board Date: SEP Q 1 2009 e f ~' ~ Pursuant to A.R.S. § 11-952 (D), the attorneys for the governmental entities which are the parties to this Agreement have determined that the foregoing is in proper form and is within the powers and authority of the parties as granted under the laws of the State of Arizona. Qw own Atto ey Deputy County Attorney Date: 2 1`f~~ Date: d ' 2 ~ ~ `~ 6 ott~.-~t •oq ATTACHMENT 1 IGA Between Pima County and the Town of Marana for Rural Transit Services July 1, 2009 to October 31, 2009 Pima County Rurai Transportation Service Marana Rural Route Service Total Route Cost (Contractor hourly rate times service hours minus fare collected) Federal Share (Section 5311) funds Local Share Total Local Share Town of Marana Share (54.8°~ of Total Local Share) 7/1/2009 thru 10/31/2009 41,088.33 20,544.17 20,544.17 20,544.17 $11,258.20