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HomeMy WebLinkAboutReso 166-14 Tri-Valley Intergov Reciprocal Svcs RESOLUTION NO. 166-14 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APROVING OF THE TRI-VALLEY INTERGOVERNMENTAL RECIPROCAL SERVICES MASTER AGREEMENT WHEREAS, the City Council has reviewed the proposed Tri-Valley Intergovernmental Reciprocal Services Master Agreement ("Agreement") between the Cities of Dublin, Pleasanton, Livermore and San Ramon, as well as Dublin San Ramon Services District (DSRSD) and Alameda Flood Control and Water Conservation District Zone 7 (Zone 7); and WHEREAS, the City Council concurs in the recitals of the Agreement which will facilitate the process of contracting for services, sharing resources and materials; and WHEREAS, the Agreement creates an opportunity for partnership between two or more agencies to formally work on an as-needed basis that would be task specific; and WHEREAS, the Agreement provides opportunities to create efficiencies between agencies, resulting in savings to both ratepayers and taxpayers in the Tri-Valley. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Dublin does hereby approve the Tri-Valley Intergovernmental Reciprocal Services Master Agreement, attached hereto as Exhibit A, and authorize the City Manager to execute the Agreement, and make any necessary non-substantive modifications on behalf of the City. PASSED, APPROVED AND ADOPTED this 7th day of October, 2014, by the following vote: AYES: Councilmembers Biddle, Gupta, Hart, Haubert, and Mayor Sbranti NOES: None ABSENT: None ABSTAIN: None y sz,...1 - ATTEST: Mayor 64,19 Z. ie. r94.- City Clerk Reso No. 166-14,Adopted 10-7-14, Item 4.6 Page 1 of 1 TRI-VALLEY INTERGOVERNMENTAL RECIPROCAL SERVICES MASTER AGREEMENT This AGREEMENT ("AGREEMENT") establishes a Tri-Valley Intergovernmental Reciprocal Services Master Agreement to facilitate the process of contracting for services, or sharing resources, materials, personnel, and equipment between the signatory local or regional government entities, and, to the extent appropriate, private utilities for the purposes described herein. This AGREEMENT is made and entered into by and between the parties that are signatories to this AGREEMENT. The AGREEMENT was first approved on Recitals WHEREAS, each of the initial parties to this AGREEMENT is a local or regional government entity functioning within the Tri-Valley Region, WHEREAS, the parties recognize that this AGREEMENT may also be applicable to other local or regional government entities serving communities near the Tri-Valley Region; and WHEREAS, the parties hereto recognize the value of using common resources effectively and find that promoting the coordination of interagency efforts in the Tri-Valley Region, or a larger regional area that could include local or regional government entities servicing nearby communities is in the public interest and for the common benefit of all; and 2 a. "AGREEMENT" shall mean the Tri-Valley Intergovernmental Reciprocal Services Master Agreement. b. "Member Agency"or"Member Agencies" or"Party" or"Parties" shall mean local or regional government entities that are signatories to this AGREEMENT. c. "Task Order"shall mean a written agreement between two or more member agencies describing the services to be performed or resources to be shared between the agencies and the terms of the services or project, which may include but not be limited to compensation and payment, term or duration, required inspections, milestones, and insurance or indemnity requirements. 2. Objectives. Through this AGREEMENT, the Parties initially intend that this Agreement will enable willing Member Agencies to share among and between themselves resources that support local or regional government functions including, but not limited to utility and public works administrative and maintenance activities such as fleet or landscape maintenance; cleaning, televising and repairing subsurface pipelines; pavement marking or repairs; maintenance of water reservoirs and fire hydrants; custodial/janitorial services; purchasing equipment and/or supplies; and training, grant writing and sharing of equipment. 3. Membership a. Member Agency. Any local and/or regional public agency that operates within or has jurisdiction over any area within the Tri- 4 continuing effectiveness of the AGREEMENT among the remaining Member Agencies. 4. Sharing Information Among Member Agencies. Member Agencies shall, upon the request of another Member Agencies, submit copies of Task Orders initiated under this AGREEMENT to the other Member Agency at mutually agreeable intervals. 5. Task Orders. Implementation of interagency efforts shall be accomplished through Task Orders issued by one Member Agency to another Member Agency referencing the standard terms and conditions described in Exhibit B. The parties agree that the terms and conditions for compensation or payment from one Member Agency to another for sharing resources or providing services will be negotiated between the individual Member Agencies and contained in a Task Order. Said task orders are subject to the laws and purchasing authorities of each Member Agency. Task Orders shall be executed by the designated official or Chief Executive Officer of the respective Member Agency, or his or her authorized designee. The Task Orders shall be in substantially the same form as attached hereto as Exhibit A, and shall be specific to the coordinated effort or task. 6. Hold Harmless and Indemnity: a. Regarding the Performance of Services Under a Task Order. Each Task Order issued under this AGREEMENT shall contain one or more provisions addressing the defense of and indemnity against loss, 6 cost and expense including but not limited to reasonable attorney, consultant and expert fees, and court costs. 8. Effective Date. This AGREEMENT shall become effective when at least two (2) agencies have executed it. 9. Term and Expiration. This AGREEMENT shall remain in effect as long as at least two agencies remain as parties to the AGREEMENT. It shall expire when only one agency is a party. 10.General Provisions a. Counterparts. This AGREEMENT may be executed in counterparts and each of these executed counterparts shall have the same force and effect as an original instrument and as if all of the parties to the aggregate counterparts had signed the same instrument. b. Notices: Any notice required, or convenient to the performance, hereunder, shall be in writing and may be given to the parties by personal delivery, or by mail (first class or equivalent), postage prepaid. c. Contact Information For Member Agencies Upon joining, Member Agencies will provide contact information. d. Modification: This AGREEMENT may only be modified by written amendment or supplement approved and executed by the parties in the same manner as this AGREEMENT. e. Waiver: Failure of any party to insist upon the strict performance of any term or condition in this AGREEMENT or in any Task Order, no matter 8 IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as set forth below. AGENCY AGENCY By: By: Print Name: Print Name: Title: Title: Date: Date: AGENCY AGENCY By: By: Print Name: Print Name: Title: Title: Date: Date: AGENCY AGENCY By: By: Print Name: Print Name: 10 Exhibit A Task Order Template 12 may terminate any portion or all of the services authorized under a Task Order by giving the other Member Agency or agencies party to the Task O rder 30 calendar-days advance written notice. Upon receipt of a termination notice, Member Agencies shall immediately stop all work in progress on the services authorized under the Task Order, except where necessary to preserve the benefit of the work, and assemble the work for delivery to the other Member Agency on or about the termination date. All compensation for services performed prior to the termination dates shall be payable within 30 days to the Member Agency in accordance with the Compensation and Payment provisions of the specific Task Order. 4. Insurance. Task Orders shall include insurance provisions acceptable to each Member Agency that is a party to the specific Task Order, and consistent with the insurance underwriting and risk management principles of each participating Member Agency. 5. Reference to Master Agreement. Task Orders may incorporate by reference any condition in this AGREEMENT, or may include different conditions or requirements specific to the proposed work or services. Examples include, but are not limited to indemnification, insurance, waiver and severability. Conditions or requirements contained in Task Orders may be more or less restrictive than conditions, terms or requirements included in this AGREEMENT with consent of all parties to the individual Task Order; 6. Non-Exclusive Agreement. Task Orders shall include a statement that they are non-exclusive agreements, and that Member Agencies reserve the right consultant and expert fees, and court costs, to the extent caused by the indemnifying party's own negligence, recklessness, willful misconduct, or infringement of any patent, trademark, or copyright (or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used) in the performance of its services under a Task Order issued pursuant to this AGREEMENT. This indemnity shall not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss arising from the sole misconduct, including active negligence, of the party receiving the service, or of another Party to this AGREEMENT, or their respective elected officials, officers, directors, employees, agents, and designated volunteers unless the Parties expressly so provide. Acceptance of insurance certificates and endorsements required under this Task Order does not relieve a Member Agency from liability under this indemnification and hold harmless clause except to the extent payment is made under such policy or policies. 10.Obligation to Correct Errors In addition to the above indemnification obligations, a Member Agency providing services shall correct, at its own expense, all errors in the services provided measured against the terms of the Task Order under which services were provided. Should a Member Agency providing services fail to make such correction in a timely manner after being notified, the Member Agency contracting for the service shall make the correction and charge the cost thereof to the Member Agency responsible for providing the service.