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PARTIES COOPERATIVE AGREEMENT FY04 STATEWIDE RIDESHARE PROJECT CITY OF MOSCOW STP-0004(003) KEY NO. 8141 % THIS AGREEMENT is made and entered into this day of tf:pc , c9M4, by and between the IDAHO TRANSPORTATION DEPARTMENT, hereafter called the STATE, and the CITY OF MOSCOW. PURPOSE The CITY OF MOSCOW has requested the STATE to program Federal-Aid Project No. STP-0004(003) which is the Fiscal Year 2004 Statewide ridesharing project. Since certain functions under this Agreement are to be performed by the STATE involving the expenditure of funds, and since the STATE can only pay for work associated with the State Highway System, the CITY OF MOSCOW is fully responsible for all costs not covered under this Agreement. Authority for this agreement is established by Section 40-317 of the Idaho Code. The Parties agree as follows: SECTION I. That the STATE will: 1 . Provide the following incidental services: Make necessary submittals to the Federal Transit Administration, and Federal Highway Administration (FHWA) under the provisions of the Federal Office of Management and Budget Circular A-95; process the appropriate environmental document; advertise for and moderate any required formal public hearings; transmit requests for Federal-aid reimbursement to FHWA; and reimburse the CITY OF MOSCOW upon receipt of reimbursement by FHWA. 2. Program the project and execute agreements with FHWA covering the Federal Government's pro-rata share of eligible costs, up to a maximum of $13,700. The Federal Government share is 100%. 3. Review the CITY OF MOSCOW'S budget and plan for handling the use of program income as provided for in Section II, 8. 4. Furnish to the CITY OF MOSCOW copies of all data, maps and other information applicable to the project and available to the STATE. Page 1 of 7 2004-20 ---PAGE BREAK--- 5. Reimburse the CITY OF MOSCOW for authorized expenses as outlined in the scope of work and related budget as well as any subsequent scope of work or budget adjustments provided that the adjustments are agreed to in writing by both parties prior to the adjustments taking effect. 6. Upon completion of the project, after all costs have been accumulated and the final voucher paid by FHWA, provide a statement to the CITY OF MOSCOW summarizing the estimated and actual costs. 7. In no way guarantee that the Federal funds herein sought are available or will be made available. If federal funds should not be available, this agreement shall be void. SECTION II. That the CITY OF MOSCOW will: 1. Develop the following SCOPE OF WORK: A. GOAL Expand opportunities for Commuter Car Pools to form in our region through a web-based database, linking drivers with potential riders. B. OBJECTIVES Develop a database driven website to provide regional commuters with an on-line resource for developing carpool matches within the greater Palouse-Clearwater region. Advertise this database. Train web users. C. TASKS 1. Define geographic scope and riders. 2. Solicit rideshare needs and ideas from other regional transportation entities such as Clearwater Corridor Transportation Advisory or Valley Transit who also are interested in rideshare efforts. 3. Create standard layout for CarPool website. 4. Program registration forms and databases. 5. Integrate databases. 6. Program notification system via email. 7. Program system administration and security. 8. Develop user guides/training. 9. Train users (riders/drivers) and data entry points (Chambers, Libraries, other regional transportation partners). 10. Advertise the CarPool service in media and other interested parties. 11. Post signs on highway. 12. Market CarPool program with employers: employee incentives, carpool parking, etc. 13. Evaluate CarPool program ridership. 2 Page 2 of 7 ---PAGE BREAK--- D. BUDGET Contract Labor, Web and database development Personnel Media, public education Highway signage TOTAL $9,700 $2,000 $1,500 $ 500 $13,700 2. Comply with all applicable Federal regulations, including the Common Rule, Uniform Administrative Requirements for Grants and Cooperative Agreements (49 CFR Part 18.25), as well as Public Hearing requirements. 3. Provide funds for payment of the services to be provided as outlined in the Scope of Work and related budget section outlined above, including services relating to this project to be provided by third parties, and submit requests for reimbursement to the STATE. 4. If required, evaluate the impact the project might have on the quality of the human environment, and prepare and furnish to the STATE, as appropriate, a "categorical exclusion" or "environmental assessment," for use by the STATE as required by the National Environmental Policy Act. 5. At all required public hearings furnish all necessary exhibits and provide for a representative to describe the project, discuss the economic, sociological and environmental effect of the project, and answer all questions concerning the project. 6. Before June 1, 2005 and annually thereafter during the life of the project, submit to the STATE for transmittal to FHWA, a documented report evaluating the effectiveness of the project, including any suggestions or observations which would be useful on future similar projects. 7. Maintain complete records of all manpower, materials and out-of-pocket expenses, and accomplish all record keeping in accordance with the following procedures: A. Labor- Furnish to the STATE prior to starting of work; certified payrolls which shall include the hourly rate plus a loaded-rate factor for each employee working on this project during the reporting period. The loaded-rate factor is subject to adjustment based upon audits occurring during the life of this Agreement. A new certified payroll will be submitted when hourly rates change and when there are additions to the payroll. B. Individual time sheets will be maintained reflecting the total hours spent on each approved task within the project, clearly separating these tasks from other the CITY OF MOSCOW sanctioned tasks. It is imperative that the hours be traceable to the approved tasks. 3 Page 3 of7 ---PAGE BREAK--- C. Material- Costs of new materials utilized on this project shall be supported by copies of invoices. D. Out-of-pocket expenses- All expenses shall be supported by copies of receipts. E. The record system will be such that all costs can be traceable from all billings through the ledgers and the source document. 8. Prior to project start up, provide the STATE for review and approval, a plan for handling (tracking and expending) the use of program income (fares, fees, sale of vans, advertising income, etc.) to ensure compliance with federal regulations. 9. If any part of the approved project is to be subcontracted, the CITY OF MOSCOW agrees to the following: A. Subcontract Inclusions Include all applicable prov1s1ons of this Agreement in all subcontracts entered into pursuant to this Agreement. In addition, the following provision shall be included in any advertisement or invitation to bid by the CITY OF MOSCOW under this Agreement: "Statement of Financial Assistance: This contract is subject to a financial assistance contract between the STATE and the United States Department of Transportation." B. Subcontracting Requirements All Contracts, Subcontracts or Agreements with other private, local, state or federal agencies will be disclosed to the STATE by the CITY OF MOSCOW. The nature of the contract, subcontract or Agreement and its impact on the CITY OF MOSCOW'S ability to provide service will be fully disclosed. FTA federal funds will not be used to subsidize costs incurred as a result of the CITY OF MOSCOW'S entering into a contract, subcontract or Agreement with other private, local, state or federal agencies. The CITY OF MOSCOW will submit any proposal to subcontract any portion of the Project to the STATE for its review and comment prior to entering into said subcontract. 10. Project Equipment Observe and carry out the following special conditions and terms with respect to Project equipment and services obtained pursuant to this Agreement. (Refer to the STATE'S procurement handbook for guidance in completing the purchase of equipment and services.) 4 Page 4 of7 ---PAGE BREAK--- A. The CITY OF MOSCOW agrees to follow the procurement process approved by the STATE. Project equipment shall be purchased in conformity with the Approved Project Budget and shall be appropriate for its intended use and geographic location. B. Title to Project equipment shall be in the name of the CITY OF MOSCOW. C. The CITY OF MOSCOW agrees that the Project equipment and/or facilities shall be used for the provision of transportation services within the area described and set forth in the Project description for the duration of its useful life. It is agreed that if, during such period, any Project equipment is not used in the aforementioned manner, or is withdrawn from transportation service, shall within 30 days, notify the STATE and request approval to dispose of the equipment. After written approval of the STATE has been obtained, the CITY OF MOSCOW shall dispose of such Project equipment in accordance with disposition instructions issued by the STATE. D. The CITY OF MOSCOW shall keep satisfactory records with regard to use of property and submit to the STATE upon request, such information as is required in order to assure compliance with this Section. The CITY OF MOSCOW shall immediately notify the STATE in all cases where the Project equipment is used in a manner substantially different than that described in the Project description in the CITY OF MOSCOW'S application. 11. The CITY OF MOSCOW shall submit annually to the STATE a certificate that the Project equipment is still being used in accordance with the terms of this section and that no part of the local contribution to the cost of the Project has been refunded or reduced. During the period of contract performance, the CITY OF MOSCOW shall maintain the Project equipment and or facilities at a high level of cleanliness, safety and mechanical soundness. The STATE and FHWA shall have the right to conduct periodic inspections for the purpose of confirming proper main tenance pursuant to this section. 12. The CITY OF MOSCOW will ensure that changes in contracts and Agreements for ownership, operation, and leasing of Project equipment and for service will not occur without prior written approval of the STATE. 13. Procurement Requirements All services and equipment purchases financed in whole or in part pursuant to this Agreement shall be undertaken in accordance with the following standards: 5 Page 5 of 7 ---PAGE BREAK--- A. Purchases and acquisitions costing $500 or less may be undertaken without prior approval from the STATE. B. Purchases and acquisitions over $500 and under $25,000 must be procured through a system that generates three written bids. The STATE must approve the bids prior to the purchase or acquisition. C. All procurement costing $25,000 or more must be procured through a competitive sealed bid process. Awards will be made on the basis of lowest cost, according to Idaho State Code. 14. On a quarterly basis, submit a narrative report to the STATE no later than 15 days after the end of the quarter (January 15, April 15, July 15, October 15) including accomplishments during the quarter for each approved objective and related tasks. 15. Within 60 days of the end of the project, provide a final narrative project summary including all activities for the funding period. SECTION Ill. General 1. The STATE and the CITY OF MOSCOW agree to begin their performance under this Agreement on May 1, 2004, and to pursue the work on a continuing basis from May 1 ,2004 to November 30, 2005 or until terminated by mutual consent, or the Federal funds assigned to the project have been expended. 2. The parties will comply with Appendix A, Title 49 CFR Part 21, attached hereto and made a part hereof. 3. Federal participation in the costs of the project will be governed by the applicable section of Title 23, US Code (Highways) and rules and regulations prescribed or promulgated by the Federal Highway Administrator. The CITY OF MOSCOW shall be responsible for all costs incurred which are non-federal participation. 4. Each party will retain its records of the project for a period of three years after FHWA payment of the final voucher. 5. Should litigation result from, or as a consequence of, the performance of this Agreement, the parties agree that venue will be in Ada County. 6. Procurement and management of property acquired for the project, including the disposition of property if the project is discontinued, will be in accordance with the Office Management and Budget Circular A-1 02. 6 Page 6 of 7 ---PAGE BREAK--- EXECUTION This Agreement is executed for the STATE by its Assistant Chief Engineer (Development), and executed for the CITY OF MOSCOW by its Mayor. IDAHO TRANSPORTATION DEPARTMENT APPROVED BY: APPROVED: RECOMMENDED: / £Jeputy Attorney General Public orta ATTEST: By regular/special meeting on 7 Page 7 of7