HomeMy WebLinkAboutResolution 2012-047 IGA for special needs transportation services►1:::�: : ! i► ►i I �
RELATING TO CO1��VIUNITY DEVELOPMENT; APPROVING ANU AUTHORIZING THE
MAYOR T4 EXECUTE AN 1NTERGQVE�NTAL AGREEMENT BETWEEN THE RE-
GIONAL TRANSPORTATION AUTHORITY QF PIMA COUNTY AND THE TOWN 4F MA-
RANA FOR THE REGIONALIZATION OF PUBLIC TRANSIT AND SPECIAL NEEDS
TRANSPORTATION SERVICES AND MAINTENANCE OF EFFORT
WHEREAS the Regional Transportation Authority of Pima County (RTA) is authorized ta
act as a regianal taxing authority for the purpose of funding multi-madel transportation operations
and improvements identified in the Regional Transportatian Plan ("the Plan"), approved by the voters
at the special election held in Pima County, Arizona, on May 16, 2006; and
WHEREAS the provision ofpublic transit and special needs services is one ofthe transporta-
tion project elements included in the Plan; and
WHEREAS the Town and the RTA wish to cooperate in the provision of regional transit ser-
vices including urban area service {Sun Tran) and mandated Americans with Disabilities Act comple-
mentary paratransit, circulator bus, rural transit, and special needs service within the Town; and
WHEREAS the Mayor and Council af the Town of Marana find it is in the best interests of its
citizens to enter into this intergovernmental agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR ANID COUNCII. OF `THE
TOWN OF l���RANA, that the intergovernmental agreement between the Regional Transpartation
Authority of Pima County and the Town of Marana attached to and incorporated by this reference in
this resolution as E�ibit A is hereby approved, and the Mayar is hereby authorized and directed to
execute it for and an behalf of the Town of Marana.
IT IS FURTHER RESOLVED that the Town's Manager and sta.ffare hereby directed and au-
tharized to undertake all other tasks necessary to carry out the terms and objectives of the intergov-
ernmental agreement.
PASSED and ADOPTED by the Mayor and Council afthe Town of na, Arizona, this
19�' day af June, 2012.
M yor d Honea
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a�a R�soTution No. 20
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F. ANN RODRIGUEZ, RECORDER
Recorded By: NII�!
DEPUTY RECORDER
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REGIONAL TRANSPORTATION AUTH�RITY
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. __ _ _ _
Intergovernmental Agreement �(� � 1 ;
between `� ��
The Regional Transportation Authority of Pima County
and
The Town of Marana
for the
Regionalization of Public Transit and Special Needs Transportation Services
and
Maintenance of Effort Funding
This Agreement (hereinafter "the Agreement"} is entered into by and between the
Regional Transportation Authority of Pima County (" the RTA" ), a special taxing district
formed pursuant to Title 48 Chapter 30 of the Arizona Revised Statutes (A.R.5.), and the
Town of Marana, a body politic and corporate of the State of Arizona (" the Town"),
pursuant to A.R.S. §§ 11-952 and 11-1103.
RECITALS
A. A.R.S.§ 48-5301, et seq., authorizes the RTA to act as a regional taxing authority
for the purpose of funding multi-model transportation operations and
improvements identified in the Regional Transportation Plan ("the Plan"),
approved by the voters at the special election held in Pima County, Arizona, on
May 16, 2006.
B. The governing board of the RTA is composed of representatives of each member
of the regional council of governments in accordance with A.R.S. § 48-5303.
C. Pursuant to A.R.S. § 48-5304 (12), the governing board of the RTA has the
authority to implement the elements of the Plan, including the authority to
contract for, absorb, or acquire existing public transporta.tion services it deems
necessary.
D. Pursuant to A.R.S. § 48-5304 (13), the governing board of the RTA sha11
coordinate the implementation of the Plan among the local jurisdictions.
E. A Regional Transportation Fund was esta.blished by the Arizona Legislature per
�.R.S. § 48-5307 to be the repository for those funds collected for the purpose of
funding the transporta.tion projects identified in the Plan. The RTA is authorized
by A.R.S. § 48-5308 to distribute the regional transportation funds to the
members of the RTA and fo sell bonds in furtherance of that purpose to fund
those projects or prograxns identified in the Plan.
F. The provision of public transit and special needs services ("the Project") is one of
the transportation project Elements included in the Plan.
22
09/18/2012
11:29
G. The Plan calls for the implementation of circulator bus service to serve the
Marana area, which commenced on May 4, 2009.
H. The RTA absorbed into its circulator bus service the Marana rural transit service
formerly operated by Pima County in November, 2009.
I. The Town lias obtained a federal section 5316 Job Access Reverse Commute
(JARC) grant to partially fund the operation of additional circulator bus service
along the I-10 corridor between northern and southern Marana.
J. The RTA currently contracts for circulator bus service that operates on public
rights of way of the Town and Arizona Department of Transportation within the
Town.
K. The City of Tucson provides Sun Tran, Sun Express and Sun Van services
operating on public rights of way of the Town and Arizona Department of
Transportation within the Town.
L. 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.
M. The Town and the RTA wish to cooperate in the provision of regional Transit
services including urban area service (Sun Tran) and mandated Americans with
Disabilities Act complementary paratransit, circulator bus, rural transit, and
special needs service within the Town.
N. The Town intends to contribute annual Maintenance of Effort (MOE) funding to
the Project pursuant to A.R.S. § 48-5308 (F) under the terms and conditions
contained in this Agreement, and has entered into this Agreement with the RTA
for tliat purpose.
NOW, THEREFORE, the Town and the RTA, pursuant to the above and in
consideration of the matters and things set forth herein, do mutually agree as follows:
AGREEMENT
1. Purpose. The purpose of this Agreement is to set forth the responsibilities of the
parties with regard to the provision of urban area service and mandated Americans with
Disabilities Act complementary paratransit, circulator bus, rural transit, special needs
transportation service and annual MOE funding.
2. Project. The Project consists of the annual provision of local and express fixed route
transit service, complementary paratransit service, neighborhood circulator, rural transit
and special needs transportation by the RTA in Marana. The service area includes the
Town of Marana, and includes the various services funded wholly or in part by the Town
in fiscal years 2011-2012 and 2012-2013, as may be modified from time to time by the
RTA in collaboration with the Town.
0
3. Effective Date; Term. This Agreement shall become effective upon July 1, 2011
and shall continue in effect until June 30, 2013 and all terms and conditions contained
herein unless earlier terminated or extended by written agreement of the parties.
4. Annual MOE Funding; Calcula'on and Process. The amount owed for each fiscal
year will be adjusted by the annual percentage change from the previous calendar year in
the GDP price deflator, as defined in A.R.S. § 41-563 and contained in a revised annual
Exhibit A and made part of this agreement by formal amendment. Such Exhibit A annual
amendment may be executed in writing by the Executive Director of the RTA and
Marana's Town Manager.
A. Specific 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 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 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 a11 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 and
may submit an application for 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 due to route performance or funding
availability. 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
3
changes in the Town. The RTA and Town agree to hold at least one publie
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.
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 beyond the "Annual MOE Funding."
9. Additional Service: The Town may request the RTA assistance in
implementation or inclusion of other transit services provided the Town provides
funding for such additional services. Sustainable fina.ncial support through an
independent IGA or other source must be available for all costs associated with
the proposed service.
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 stops, park and ride facilities, service
promotion, etc. The Tawn 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.
5. Responsibilities of the Town of Marana.
a. For fiscal year 2011-12, Marana sha11 pay a maximum of $86,545 in one lump
sum to the RTA for the Town's MOE contribution to the Project. For fiscal year
2012-13, Marana will make four approximately equal installments of the annual
MOE amount, commencing in the month of July. The following three installment
payrnents shall be made quarterly thereafter upon receipt of invoices from the
RTA.
b. The Town will pay future amounts owed per item number four "Annual MOE
Funding" and contained in a revised annual fiscal year E�ibit A and made part of
this agreemenf by formal amendment.
c. The Town will accept an agreement between the RTA and the City of Tucson
related to provision of Sun Tran, Sun Van and related services as subsuxning any
separate agreement between the Marana and the City for the same services.
4
d. The Town will assign its current 5316 JARC grant funding to the RTA.
6. Responsibilities of RTA.
a. As the Region's Lead Agency for the provision of urban area service and
mandated Americans with Disabilities Act complementary paratransit,
neighborhood circulator, rural transit, and special needs transportation
services for the Town, the RTA shall provide services comparable to those
previously funded by the Town. The RTA may contract with public or private
entities for the provision of such services, and may partner with the Town to
seek any applicable state or federal grants that may be available for such
service on behalf of services in the Town.
b. Provide fixed route, rural, call-and-ride, special needs and express transit
services within Marana for the benefit of area residents.
7. Termination. Either party may terminate this Agreement for material breach of the
Agreement by the other party. Prior to any termination under this paragraph, the party
allegedly in default shall be given written notice by the other party of the nature of the
alleged default. The party said to be in default shall have forty-five days to cure the
default. If the default is not cured within that time, the other party may terminate this
Agreement. Any such termination shall not relieve either party from liabilities or costs
already incurred under this Agreement.
a. Termination at Will. This Agreement may be terminated at any time,
without cause, by providing written notice of such termination to the other
party at least ninety (90) days prior to the termination date.
b. A.R.S. § 38-511. This Agreement is subject to the provisions of A.R.S. §
38-511.
8. Indemnification
a. Mutual Indemnitv. 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.
b. Notice. Each party shall notify the other in writing within thiriy (30) days of
the receipt of any claim, demand, suit or judgment against the receiving parly
for which the receiving party intends to invoke the provisions of this Article.
5
Each party shall keep the other party informed on a current basis of its defense
of any claims, demands, suits, or judgrnents under this Article.
c. Ne�ligence of indemnified partyError! Bookmark not defined.. The
obligations under this Article sha11 not extend to the negligence of the
indemnified party, its consultants, contractors or employees.
9. Insurance.
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 of self-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 parly at all reasonable times.
11. Non-assignment.
Neither party to this Agreement shall assign its rights under this Agreement to any
other party without written permission from the other party to this Agreement.
12. Construction of Agreement.
a. 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, axe hereby
superseded and merged herein. Any exhibits to this Agreement are
incorporated herein by this reference.
b. Amendment. This Agreement may be modified, amended, altered or changed
only by written agreement signed by both parties.
c. Interpretation. All provisions of this Agreement shall be construed to be
consistent with the intention of the parties as expressed in the Recitals hereof.
d. 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.
e. Severability. In the event that any provision of this Agreement or the
application thereof is declaxed 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.
13. Legal Jurisdiction. Nothing in this Agreement shall be construed as either limiting
or extending the legal jurisdiction of the County or the RTA.
6
14. 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
the County and RTA employees, or between RTA and County 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.
15. 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 affects 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 sha11 comply with all applicable federal, state
and local laws, rules, regulations, standards and executive orders, without limitation to
those designated within this Agreement.
a. Anti-Discrimination. The provisions of A.R.S. § 41-1463 and Executive Order
Number 99-4 issued by the Governor of the State of Arizona are incorporated by
this reference as a part of this Agreement.
b. Americans with Disabilities Act. 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. Workers' Compensation. n 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 workers'
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 may be
required to work under the jurisdiction or control or within the
jurisdictional boundaries of another public agency pursuant to an
intergovernmental agreement or 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.
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
7
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
governxnent officer or court (excluding orders promulgated by the parties themselves},
and declared local, state or national emergency, which, by exercise of due diligence and
foresight, such party could 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 inability with all reasonable dispatch.
19. Notification. All notices or demands upon any party to this Agreement sha11 be in
writing, unless other forms are designated elsewhere, and shall be delivered in person or
sent by mail addressed as follows:
The RTA:
Gary Hayes, Executive Director
Regional Transportation Authority
177 N. Church Street, Suite 405
Tucson, AZ 85701
Town of Marana:
Gilbert Davidson, Town Manager
Town of Marana
11555 West Civic Center Drive
Marana, Arizona 85653
20. Remedies. Either party may pursue any remedi�s 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.
21. Counterparts. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and
the same instrument. The signature pages from one or more counterpart may be removed
frorn such counterpart and attached to a single instrument.
8
Intergovernmental Agreement
between
The Regional Transportation Authority of Pima County
and
The Town of Marana
for the
Regionalization of Public Transit and Special Needs Transportation Services
and
Maintenance of Effort Funding
This Agreement {hereinafter "the Agreement") is entered into by and between the
Regional Transportation Authority of Pima County {" the RTA" ), a special taxing district
formed pursuant to Title 48 Chapter 30 of the Arizona Revised Statutes (A.R.S.), and the
Town of Marana, an Arizona municipal corporation (" the Town"), pursuant to
A.R.S. §§ 11-952.
RECITALS
A. A.R.S.§ 48-5301, et seq., authorizes the RTA to act as a regional taxing authority
for the purpose of funding multi-model transportation operations and
improvements identified in the Regional Transportation Plan ("the Plan"},
approved by the voters at the special election held in Pima County, Arizona, on
May 16, 2006.
B. The governing board of the RTA is composed of repres�ntatives of each member
of the regional council of governments in accordance with A.R.S. § 48-5303.
C. Pursuant to A.R.S. § 48-5304 (12), the governing board of the RTA has the
authority to implement the elements of the Plan, including the authority to
contract for, absorb, or acquire existing public transportation services it deems
necessary.
D. Pursuant to A.R.S. § 48-5304 (13), the governing board of the RTA shall
coordinate the implementation of the Plan among the local jurisdictions.
E. A Regional Transportation Fund was established by the Arizona Legislature per
A.R.S. § 48-5307 to be the repository for those funds collected for the purpose of
funding the transportation projects identified in the Plan. The RTA is authorized
by A.R.S. § 48-5308 to distribute the regional transportation funds to the
members of the RTA and to sell bonds in furtherance of that purpose to fund
those projects or programs identified in the Plan.
F. The provision of public transit and special needs services ("the Project") is one of
the transportation project Elements included in the Plan.
Marana-RTA Transit Maintenance of Effort
IGA 6/8/12
G. The Plan ca11s for the implementation of circulator bus service to serve the
Marana area, which commenced on May 4, 2009.
H. The RTA absorbed into its circulator bus service the Marana rural transit service
formerly operated by Pima County in November, 2009.
I. The Town has obtained a federal section 5316 Job Access Reverse Commute
(JARC) grant to partially fund the operation of additional circulator bus service
along the I-10 corridor between northern and southern Marana.
J. The RTA currently contracts for circulator bus service that operates on public
rights of way of the Town and Arizona Department of Transportation within the
Town.
K. The City of Tucson provides Sun Tran, Sun Express and Sun Van services
operating on public rights of way of the Town and Arizona Departtnent of
Transportation within the Town.
L. 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.
M. The Town and the RTA wish to cooperate in the provision of regional Transit
services including urban area service (Sun Tran) and mandated Americans with
Disabilities Act complementary paratransit, circulator bus, rural transit, and
special needs service within the Town.
N. The Town intends to contribute annual Maintenance of Effort ("MOE") funding
to the Project, pursuant to A.R.S. § 48-5308 (F), under the terms and conditions
contained in this Agreement, and has entered into this Agreement with the RTA
for that purpose.
NOW, THEREFORE, the Town and the RTA, pursuant to the above and in
consideration of the matters and things set forth herein, do mutually agree as follows:
AGREEMENT
1. Purpose. The purpose of this Agreement is to set forth the responsibilities of the
parties with regard to the provision of urban area service and mandated Americans with
Disabilities Act complementary paratransit, circulator bus, rural transit, special needs
transportation service and annual MOE funding.
2. Project. The Project consists of the annual provision of local and express fixed route
transit service, complementary paratransit service, neighborhood circulator, rural transit
and special needs transportation by the RTA in Marana. The service area includes the
Town of Marana, and includes the various services funded wholly or in part by the Town
in fiscal years 2011-2012 and 2012-2013, as may be modified from time to time by the
RTA in collaboration with the Town.
Marana-RTA Transit Maintenance of Effort 2
IGA 6/8112
3. Effective Date; Term. This Agreement shall become effective upon July l, 201 l,
and shall continue in effect until June 30, 2013 unless earlier terminated or extended by
written agreement of the parties.
4. Annual MOE Funding; Calculation and Process. The amount owed for each fiscal
year will be adjusted by the annual percentage change from the previous calendar year in
the GDP price deflator, as defined in A.R.S. § 41-563 and contained in a revised annual
Exhibit A and made part of this Agreement. Such Exhibit A annual amendment may be
executed in writing by the Executive Director of the RTA and the Town Manager and
thereafter sha11 become an integral part hereof.
5. Speci�c Terms.
a. Circulator Service Planning. The RTA sha11 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 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.
b. Provision of Service. The RTA will be responsible for the provision of mass
transit services within the Town as described in Exhibit B, including but not
limited to transit vehicle operarion, 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).
c. Bus Stops. The RTA will be responsible for a11 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 and
may submit an application for reimbursement by the RTA.
d. Lega1 Requirements. The RTA will be responsible for satisfying a11 applicable
federal, state and local requirements associated with the delivery of circulator
bus service.
e. 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.
f. Changes in Service. From time to time, modifications to the circulator bus
and/or express services may occur due to route performance or funding
availability. The RTA, with participation from the Town and the RTA Transit
Working Group, sha11 develop performance standards for transit service
within the region. The RTA will include the Town in the planning and design
Marana-RTA Transit Maintenance of Effort 3
IGA 6/8/12
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.
g. 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.
h. Funding. Funding for transit services will be shared between the Town and
RTA as described in E�ibit B. 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 sha11 have no
further obligation to fund the service beyond the "Annual MOE Funding."
i. Additional Service. The Town may request the RTA's assistance in
implementation or inclusion of other transit services, so long as the Town
provides funding for such additional services. Sustainable financial support
through an independent IGA or other source must be available for a11 costs
associated with the proposed service.
j. 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 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 Adrninistrative Code will
be followed for invoicing and reimbursement.
6. Responsibilities of the Town of Marana.
a. For fiscal year 2011-12, the Town shall pay a maximum of $87,658 in one
lump sum to the RTA for the Town's MOE contribution to the Project. For
fiscal year 2012-13, the Town will make quarterly payments in equal
installments of $22,184.50 for the total annual MOE amount $88,738. The
first payment sha11 be due in the month of July, upon receipt of invoices from
the RTA.
b. The Town will accept an agreement between the RTA and the City of Tucson
related to provision of Sun Tran, Sun Van and related services as subsuming
any separate agreement between the Town and the City for the same services.
c. The Town will assign its current 5316 JARC grant funding to the RTA.
Marana-RTA Transit Maintenance of Effort 4
IGA 6!8/12
7. Responsibilities of RTA.
a. As the Region's Lead Agency for the provision of urban area service and
mandated Americans with Disabilities Act complementary paratransit,
neighborhood circulator, rural transit, and special needs transportation
services for the Town, the RTA shall provide services comparable to those
previously funded by the Town. The RTA may contract with public or private
entities for the provision of such services, and may partner with the Town to
seek any applicable state or federal grants that may be available for such
service on behalf of services in the Town.
b. Provide fixed route, rural, call-and-ride, special needs and express transit
services within Marana for the benefit of area residents.
8. Termination. Either party may terminate this Agreement for material breach of the
Agreement by the other party. Prior to any termination under this paragraph, the party
allegedly in default shall be given written notice by the other party of the nature of the
alleged default. The party said to be in default shall have forty-five days to cure the
default. If the default is not cured within that time, the other party may terminate this
Agreement. Any such termination sha11 not relieve either party from liabilities or costs
already incurred under this Agreement.
a. Termination at Will. This Agreement may be terminated at any time,
without cause, by providing written notice of such termination to the other
party at least ninety (90) days prior to the termination date.
b. A.R.S. & 38-511. This Agreement is subject to the provisions of A.R.S. §
38-511.
9. Indemnification.
a. Mutual Indemnitv. To the fullest extent pernutted 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 penalries, 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 parly, 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.
b. Notice. Each party shall notify the other in writing within th.irty (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.
Marana-RTA Transit Maintenance of Effort 5
IGA 6/8/12
c. Negli�ence of indemnified partv. The obligations under this Article sha11 not
extend to the negligence of the indemnified party, its consultants, contractors
or employees.
10. Insurance.
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 of self-insurance.
11. Books and Records.
Each party shall keep and maintain proper and complete books, records and
accounts, which sha11 be open for inspection and audit by duly authorized
representatives of any other party at a11 reasonable times.
12. Non-assignment.
Neither party to this Agreement shall assign its rights under this Agreement to any
other party without written pernussion from the other party to this Agreement.
13. Construction of Agreement.
a. Entire agreement. 'This instrument constitutes the entire agreement between
the parties pertaining to the subject matter hereof, and a11 prior or
contemporaneous agreements and understandings, oral or written, are hereby
superseded and merged herein. Any exhibits to this Agreement are
incorporated herein by this reference, including amended exhibits which are
executed as provided herein.
b. Amendment. This Agreement may be modified, amended, altered or changed
only by written agreement signed by both parties.
c. Interpretation. All provisions of this Agreement shall be construed to be
consistent with the intention of the parties as expressed in the Recitals hereof.
d. 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.
e. Severability. 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 pa.rties
agee to meet promptly upon request of the other party in an attempt to reach
an agreement on a substitute provision.
14. Legal Jurisdiction. Nothing in this Agreement shall be construed as either limiting
or extending the legal jurisdiction of the Town or the RTA.
Marana-RTA Transit Maintenance of Effort (
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15. 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
relarionship between the parties or create any employer-employee relationship between
the Town and RTA employees, or between RTA and Town employees. Neither party
sha11 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.
16. 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 affects the legalliability of either party to the Agreement by imposing any
standard of care different from the standard of care imposed by law.
17. 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.
a. Anti-Discrimination. The provisions of A.R.S. § 41-1463 and Executive Order
Number 2009-09 issued by the Governor of the State of Arizona are incorporated
by this reference as a part of this Agreement.
b. Americans with Disabilities Act. 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. Workers' Compensarion. An employee of either parly 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 sha11 be solely liable for any workers'
compensation benefits, which may accrue. Each party shall post a norice pursuant
to the provisions of A.R.S. § 23-906 in substantially the following form:
All employees are hereby further notified that they may be
required to work under the jurisdiction or control or within the
jurisdictional boundaries of another public agency pursuant to an
intergovernmental agreement or 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.
d. The parties and their contractors shall comply with all state and federal
immigration laws, including, without limitation, A.R.S. sections 41-4401
and 23-214.
18. 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.
Marana-RTA Transit Maintenance of Effort '7
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19. 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 fvr 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, state or national emergency which, by exercise of due diligence and
foresight, such party could 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 inability with all reasonable dispatch.
20. 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:
The RTA:
Gary Hayes, Executive Director
Regional Transpartation Authority
177 N. Church Street, Suite 405
Tucson, AZ 85701
Town of Marana:
Gilbert Davidson, Town Manager
Town of Marana
11555 West Civic Center Drive
Marana, Arizona 85653
21. 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 sha11 be cumulative and in addition to any other right or remedy existing
at law or in equity or by virtue of this Agreement.
22. Counterparts. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but a11 of which together sha11 constitute one and
the same instrument. The signature pages from one or more counterpart may be removed
from such counterpart and attached to a single instrument.
Marana-RTA Transit Maintenance of Effort $
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. 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 RTA has caused this Agreement to be executed by its Chair
of the Board, upon resolution of Board of Directors.
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The foregoing Agreement between the Town of Marana and the RTA has been approved
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REGIONAL TRANSPORTATION AUTHORITY OF PIMA COUNTY:
S' h irem th, Board Chair Date
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Gary Hayes, Executive Director
Date
ATTORNEY CERTIFICATION
The foregoing Agreement by and between the Regional Transportation Authority of Pima
County and Pima County 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 Sta.te of Arizona to those parties to the
Agreement.
Regional Transportation Authority of Pima County:
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9
to the
Intergovernmental Agreement
between
The Regional Transportation Authority of Pima County
and
The Town of Marana
for the
Regionalization of Public Transit and Special Needs Transportation Services
and
Maintenance of Effort Funding
Maintenance of Effort (MOE) Baseline per A.R.S. § 48-5308 (F)
Total Town of Marana Transit Expenditures FY 2003-04 $67,400
(Sun Tran, Van Tran, ADA Eligibility, Rural Transit, Special Needs)
Less Revenue Adjustments $0
(Fares, Fare Credits, Federal Aid, State Grants, Marana)
Net Town of Marana Cost $67,400
Pima County Allocation of One Time STP Flex $7,341
(FY 2003-04 Sun Tran Preventive Maintenance / Federal)
Town of Marana MOE Baseline $74,741
GDP Adjustment to FY 2011-12 per A.R.S. � 41-563
Growth Factor 1'7.282%
TOTAL FY 2011-12 MOE
GDP Adjustment to FY 2012-13 per A.R.S. & 41-563
Growth Factor 18.727%
TOTAL FY 2012-13 MOE
Marana-RTA Transit Maintenance of Effort
IGA 6/8/12
10
$12,917
$87,658
$13,997
$88,738
EXHIBIT B
to the
Intergovernmental Agreement
between
The Regional Transportation Authority of Pima County \
and
The Town of Marana
for the
Regionalization of Public Transit and Special Needs Transportation Services
and
Maintenance of Effort Funding
Sun Shuttle Circulator Services
Sun Shuttle Routes 410, Trico/Marana, 411 Cortaro/Silverbell, 412 Thornydale/Dove
Mountain, and 413 will operate within Town of Marana limits on Monday through Friday
from approximately 5:30am to 6:30pm and on Saturday from approximately 9:00 am to
4:OOpm.
The RTA will fund the provision of this service with RTA funds augmented by Town
MOE, JARC grant and Section 5311 Rura1 Transportation funding assistance, when JARC
and Section 5311 funding can be obtained.
Sun Tran Service
Route 16 12 Ave/Oracle will operate within Town of Marana limits on Monday through
Friday from approximately 5 a.m. to midnight and on Saturday through Sunday from
approximately 7 a.m. to 9 p.m. The RTA will fund the provision of this service with
Town MOE.
Sun Van Services
Mandatory ADA services along the Route 16 with comparable service hours will operate
within Town of Marana limits. The RTA will fully fund the provision of this service with
Town MOE.
Sun Express Services
Sun Express Routes 102X, (Northwest-UA Express) 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 for 16 trips per day, Monday thru
Friday excluding holidays. T'he RTA will fully fund the provision of this service.
RTA Special Needs Service
RTA Special Needs service will be available to Town of Marana residents within the
service area established by the RTA. The boundary for this service area is shown on
Attachment I. The RTA will fully fund the provision of this service.
Marana-RTA Transit Maintenance of Effort 11
IGA 6/8/12
Attachment I
Marana-RTA Transit Maintenance of Effort 12
IGA 6/8/12
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Marana-RTA Transit Maintenance of Effort 13
IGA 6/8/12
Intergovernmental Agreement
between
The Regional Transportation Authority of Pima County
and
The Town of Marana
for the
Regionalization of Public Transit and Special Needs Transportation Services
and
Maintenance of Effort Funding
This Agreement (hereinafter "the Agreement") is entered into by and between the
Regional Transportation Authority of Pima County (" the RTA" ), a special taxing district
formed pursuant to Title 48 Chapter 30 of the Arizona Revised Statutes (A.R.S.), and the
Town of Marana, an Arizona municipal corporation (" the Town"), pursuant to
A.R.S. §§ 11-952.
RECITAL5
A. A.R.S.§ 48-5301, et seq., authorizes the RTA to act as a regional taxing authority
for the purpose of funding multi-model transportation operations and
improvements identified in the Regional Transportation Plan ("the Plan"),
approved by the voters at the special election held in Pima County, Arizona, on
May 16, 2006.
B. The governing board of the RTA is composed of representatives of each member
of the regional council of governments in accordance with A.R.S. § 48-5303.
C. Pursuant to A.R.S. § 48-5304 (12), the governing board of the RTA has the
authority to implement the elements of the Plan, including the authority to
contract for, absorb, or acquire existing public transportation services it deems
necessary.
D. Pursuant to A.R.S. § 48-5304 (13), the governing board of the RTA shall
coordinate the implementation of the Plan among the local jurisdictions.
E. A Regional Transportation Fund was established by the Arizona Legislature per
A.R.S. § 48-5307 to be the repository for those funds collected for the purpose of
funding the transportation projects identified in the Plan. The RTA is authorized
by A.R.S. § 48-5308 to distribute the regional transportation funds to the
members of the RTA and to sell bonds in furtherance of that purpose to fund
those projects or programs identified in the Plan.
F. The provision of public transit and special needs services ("the Project") is one of
the transportation project Elements included in the Plan.
Marana-RTA Transit Maintenance of Effort {0oo3o�z9.noc /} 1
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G. The Plan calls for the implementation of circulator bus service to serve the
Marana area, which commenced on May 4, 2009.
H. The RTA absorbed into its circulator bus service the Marana rural transit service
formerly operated by Pima County in November, 2009.
I. The Town has obtained a federal section 5316 Job Access Reverse Commute
(JARC) grant to partially fund the operation of additional circulator bus service
along the I-10 corridor between northern and southern Marana.
J. The RTA currently contracts for circulator bus service that operates on public
rights of way of the Town and Arizona Department of Transportation within the
Town.
K. The City of Tucson provides Sun Tran, Sun Express and Sun Van services
operating on public rights of way of the Town and Arizona Department of
Transportation within the Town.
L. 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.
M. The Town and the RTA wish to cooperate in the provision of regional Transit
services including urban area service (Sun Tran) and mandated Americans with
Disabilities Act complementary paratransit, circulator bus, rural transit, and
special needs service within the Town.
N. The Town intends to contribute annual Maintenance of Effort ("MOE") funding
to the Project, pursuant to A.R.S. § 48-5308 (F), under the terms and conditions
contained in this Agreement, and has entered into this Agreement with the RTA
for that purpose.
NOW, THEREFORE, the Town and the RTA, pursuant to the above and in
consideration of the matters and things set forth herein, do mutually agree as follows:
AGREEMENT
1. Purpose. The purpose of this Agreement is to set forth the responsibilities of the
parties with regard to the provision of urban area service and mandated Americans with
Disabilities Act complementary paratransit, circulator bus, rural transit, special needs
transportation service and annual MOE funding.
2. Project. The Project consists of the annual provision of local and express fixed route
transit service, complementary paratransit service, neighborhood circulator, rural transit
and special needs transportation by the RTA in Marana. The service area includes the
Town of Marana, and includes the various services funded wholly or in part by the Town
in fiscal years 2011-2012 and 2012-2013, as may be modified from time to time by the
RTA in collaboration with the Town.
Marana-RTA Transit Maintenance of Effort {0003on9.DOC /}2
IGA 6/8/12
3. EffecNve Date; Term. This Agreement shall become effective upon July 1, 2011,
and shall continue in effect until June 30, 2013 unless earlier terminated or extended by
written agreement of the parties.
4. Annual MOE Funding; Calculation and Process. The amount owed for each fiscal
year will be adjusted by the annual percentage change from the previous calendar year in
the GDP price deflator, as defined in A.R.S. § 41-563 and contained in a revised annual
Exhibit A and made part of this Agreement. Such Exhibit A annual amendment may be
executed in writing by the Executive Director of the RTA and the Town Manager and
thereafter shall become an integral part hereof.
5. Specific Terms.
a. 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 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.
b. Provision of Service. The RTA will be responsible for the provision of mass
transit services within the Town as described in Exhibit B, including but not
limited to transit 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).
c. 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).
T'he Town will construct all mutually agreed upon bus stop improvements and
may submit an application for reimbursement by the RTA.
d. Legal Requirements. The RTA will be responsible for satisfying all applicable
federal, state and local requirements associated with the delivery of circulator
bus service.
e. 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.
f. Changes in Service. From time to time, modifications to the circulator bus
and/or express services may occur due to route performance or funding
availability. 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
Marana-RTA Transit Maintenance of Effort {0003o729.noc /}3
IGA 6/8/12
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.
g. 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.
h. Funding. Funding for transit services will be shared between the Town and
RTA as described in Exhibit B. 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 beyond the "Annual MOE Funding."
i. Additional Service. The Town may request the RTA's assistance in
implementation or inclusion of other transit services, so long as 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.
j. 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 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.
6. Responsibilities of the Town of Marana.
a. For fiscal year 2011-12, the Town shall pay a maximum of $87,658 in one
lump sum to the RTA for the Town's MOE contribution to the Project. For
fiscal year 2012-13, the Town will make quarterly payments in equal
installments of $22,184.50 for the total annual MOE amount $88,738. The
first payment shall be due in the month of July, upon receipt of invoices from
the RTA.
b. The Town will accept an agreement between the RTA and the City of
Tucson related to provision of Sun Tran, Sun Van and related services as
subsuming any separate agreement between the Town and the City for the
same services.
c. T'he Town will assign its current 5316 JARC grant funding to the RTA.
Marana-RTA Transit Maintenance of Effort {0o0307z9.nOC /}4
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7. Responsibilities of RTA.
a. As the Region's Lead Agency for the provision of urban area service and
mandated Americans with Disabilities Act complementary paratransit,
neighborhood circulator, rural transit, and special needs transportation
services for the Town, the RTA shall provide services comparable to those
previously funded by the Town. The RTA may contract with public or private
entities for the provision of such services, and may partner with the Town to
seek any applicable state or federal grants that may be available for such
service on behalf of services in the Town.
b. Provide fixed route, rural, call-and-ride, special needs and express transit
services within Marana for the benefit of area residents.
8. Termination. Either party may terminate this Agreement for material breach of the
Agreement by the other party. Prior to any termination under this paragraph, the party
allegedly in default shall be given written notice by the other party of the nature of the
alleged default. The party said to be in default shall have forty-five days to cure the
default. If the default is not cured within that time, the other party may terminate this
Agreement. Any such termination shall not relieve either party from liabilities or costs
already incurred under this Agreement.
a. Termination at Will. This Agreement may be terminated at any time,
without cause, by providing written notice of such termination to the other
party at least ninety (90) days prior to the termination date.
b. A.R.S. § 38-51 l. This Agreement is subject to the provisions of A.R.S
38-511.
9. Indemnification.
a. Mutual Indemnitv. To the fullest extent permitted by law, each party to this
Agreement shall indemnify, defend and hold the other party, its governing
board ar 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.
b. 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.
Marana-RTA Transit Maintenance of Effort {0003o729.noC /}5
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c. Negli�ence of indemnified party. The obligations under this Article shall not
extend to the negligence of the indemnified party, its consultants, contractors
or employees.
10. Insurance.
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 of self-insurance.
11. 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 at all reasonable times.
12. Non-assignment.
Neither party to this Agreement shall assign its rights under this Agreement to any
other party without written permission from the other party to this Agreement.
13. Construction of Agreement.
a. 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. Any e�ibits to this Agreement are
incorporated herein by this reference, including amended exhibits which are
executed as provided herein.
b. Amendment. This Agreement may be modified, amended, altered or changed
only by written agreement signed by both parties.
c. Interpretation. All provisions of this Agreement shall be construed to be
consistent with the intention of the parties as expressed in the Recitals hereof.
d. 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.
e. Severability. 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.
14. Legal Jurisdiction. Nothing in this Agreement shall be construed as either limiting
or extending the legal jurisdiction of the Town or the RTA.
Marana-RTA Transit Maintenance of Effort {0oo3o�z9.noC /}6
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15. 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
the Town and RTA employees, or between RTA and 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.
16. 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 affects the legal liability of either party to the Agreement by imposing any
standard of care different from the standard of care imposed by law.
17. 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.
a. Anti-Discrimination. The provisions ofA.R.S. § 41-1463 and Executive Order
Number 2009-09 issued by the Governor of the State of Arizona are incorporated
by this reference as a part of this Agreement.
b. Americans with Disabilities Act. 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. 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 workers'
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 may be
required to work under the jurisdiction or control or within the
jurisdictional boundaries of another public agency pursuant to an
intergovernmental agreement or 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.
d. The parties and their contractors shall comply with all state and federal
immigration laws, including, without limitation, A.R.S. sections 41-4401
and 23-214.
18. 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.
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19. 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, state or national emergency, which, by exercise of due diligence and
foresight, such party could 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 inability with all reasonable dispatch.
20. 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:
The RTA:
Gary Hayes, Executive Director
Regional Transportation Authority
177 N. Church Street, Suite 405
Tucson, AZ 85701
Town of Marana:
Gilbert Davidson, Town Manager
Town of Marana
11555 West Civic Center Drive
Marana, Arizona 85653
21. 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.
22. Counterparts. T'his Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and
the same instrument. The signature pages from one or more counterpart may be removed
from such counterpart and attached to a single instrument.
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In Witness Whereof, the Town of Marana has caused this Agreement to be
executed by its Mayor and Council, upon resolution of the Mayor and Council attested to
by the Town Clerk, and the RTA has caused this Agreement to be executed by its Chair
of the Board, upon resolution of its Board of Directors.
TOWN OF MARANA:
�-�
Ed Honea, Mayor
� -/� ��.
Date
ATTEST:
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Joc Brons , Town Clerk Date
The foregoing Agreement between the Town of Marana and the RTA has been approved
as to content and is hereby recommended by the undersigned.
T. VanHook, Director
Community Development
Date
REGIONAL TRANSPORTATION AUTHORITY OF PIMA COUNTY:
Satish Hiremath, Board Chair
ATTEST:
Gary Hayes, Executive Director
ATTORNEY CERTIFICATION
Date
Date
The foregoing Agreement by and between the Regional Transportation Authority of Pima
County and the Town of Marana has been reviewed pursuant to A.R.S. § ll-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:
Attorney for the RTA
Town o��ara �
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Marana-�TA Transit Maintenance of Effort {0003o729.DOC /}9
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Date
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a
EXHIBIT A
to the
Intergovernmental Agreement
between
The Regional Transportation Authority of Pima County
and
The Town of Marana
for the
Regionalization of Public Transit and Special Needs Transportation Services
and
Maintenance of Effort Funding
Maintenance of Effort (MOE) Baseline per A.R.S. § 48-5308 (F�
Total Town of Marana Transit Expenditures FY 2003-04
(Sun Tran, Van Tran, ADA Eligibility, Rural Transit, Special Needs)
Less Revenue Adjustments
(Fares, Fare Credits, Federal Aid, State Grants, Marana)
Net Town of Marana Cost
Pima County Allocation of One Time STP Flex
(FY 2003-04 Sun Tran Preventive Maintenance / Federal)
Town of Marana MOE Baseline
GDP Adjustment to FY 2011-12 per A.R.S. � 41-563
Growth Factor 17.282°/a
TOTAL FY 2011-12 MOE
GDP Adjustment to FY 2012-13 per A.R.S. § 41-563
Growth Factor 18.727%
TOTAL FY 2012-13 MOE
$67,400
$0
$67,400
$7,341
$74,741
$12,917
$87,658
$13,997
$88,738
Marana-RTA Transit Maintenance of Effort{0003o729.DOC /}10
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EXHIBIT B
to the
Intergovernmental Agreement
between
The Regional Transportation Authority of Pima County
and
The Town of Marana
for the
Regionalization of Public Transit and Special Needs Transportation Services
and
Maintenance of Effort Funding
Sun Shuttle Circulator Services
Sun Shuttle Routes 410, Trico/Marana, 411 Cortaro/Silverbell, 412 Thomydale/Dove
Mountain, and 413 will operate within Town of Marana limits on Monday through Friday
from approximately 5:30am to 6:30pm and on Saturday from approximately 9:00 am to
4:OOpm.
The RTA will fitnd the provision of this service with RTA funds augmented by Town
MOE, JARC grant and Section 5311 Rural Transportation funding assistance, when JARC
and Section 5311 funding can be obtained.
Sun Tran Service
Route 16 12`�' Ave/Oracle will operate within Town of Marana limits on Monday through
Friday from approximately 5 a.m. to midnight and on Saturday through Sunday from
approximately 7 a.m. to 9 p.m. The RTA will fund the provision of this service with
Town MOE.
Sun Van Services
Mandatory ADA services along the Route 16 with comparable service hours will operate
within Town of Marana limits. The RTA will fully fund the provision of this service with
Town MOE.
Sun Express Services
Sun Express Routes 102X, (Northwest-UA Express) 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 for 16 trips per day, Monday thru
Friday excluding holidays. The RTA will fully fund the provision of this service.
RTA Special Needs Service
RTA Special Needs service will be available to Town of Marana residents within the
service area established by the RTA. The boundary for this service area is shown on
Attachment I. The RTA will fully fund the provision of this service.
Marana-RTA Transit Maintenance of Effort{0003o729.DOC /} 11
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Attachment I
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