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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 ATTEST: ��,������������ �� �� �� �� �������S15 � � O ��GORP � � celyn C ronson, Town Clerk � t— �� � �� � �� AP ' FORM^` � t �� �� � ; �.� y �.,.�,� , ;Y:. � i���-? �' r1 �����f�; � ��.��� ; ° ._� y, Town a�a R�soTution No. 20 i..,, . ; r - i F. ANN RODRIGUEZ, RECORDER Recorded By: NII�! DEPUTY RECORDER 1787 RTAUT REGIONAL TRANSPORTATION AUTH�RITY PICKUP � I Illlil lllll I�II INII IIIII III(I Ifill 11111 ill� IIIII Ilf{I !�� INI IIII og r�ruy p SEQUENCE: 20122620151 � ��C�'' NO. PAGES : W� ' � �,,,q AG `9�tIZ0'L`Z4'' PICK UP AMOUNT PAID: $15.50 . __ _ _ _ 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 ( IGA 6/8112 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 IGA 6/8/12 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 $ IGA 6/8/12 . 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. � � ►� • � � - ��� / I',/►� � ��� � ��i1 t1t_��l �-�L/��1-.a��t 1= : ��`, • �� �--�s- ��. Date � ����C7�. 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. � C � Gilbert avids n, Town Manager ate REGIONAL TRANSPORTATION AUTHORITY OF PIMA COUNTY: S' h irem th, Board Chair Date E , � C,-�g- 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: �,. __�.�--- � ,�� �f tt�orney for the uthority Town arana• < T Attorney > � %� - � Z. Date 1S U Date 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 J �� � � � � ���� ����r�r�I ,���� ���+�i�.c .+�r ` �s� �.r�.� ��� f���.t�G ,��,� T� F`'rr ��.� �i.r� '�'�all�:�r + 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 IGA 6/8/12 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 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 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 IGA 6/8/12 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 IGA 6/8/12 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. Marana-RTA Transit Maintenance of Effort {0003o729.noC /}7 IGA 6/8/12 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. Marana-RTA Transit Maintenance of Effort {0003o729.DOC /}8 IGA 6/8/12 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: � ��/ �v� 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 � �` � 7 �` . ;" �,�-., ,r P �j/ , . /'? / ^� ,L / G G � C Tov�m Att, ' ey � ,; - > .� n w. r x � .�: Marana-�TA Transit Maintenance of Effort {0003o729.DOC /}9 IGA 6/8/12 Date �� �� � �-. 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 IGA 6/8/12 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 IGA 6/8/12 Attachment I Marana-RTA Transit Maintenance of Effort{oo03o729.DOC /}12 IGA 6/8/12 � N�. ��'?'� :G � �► � � � � : �, � Marana-RTA Transit Maintenance of Effort{o0o3o729.DOC /}13 IGA 6/8/12