IGA REGIONAL PUBLIC TRANSPORTATION AUTHORITY (FLOOD).PDF
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INTERGOVERNMENTAL AGREEMENT BETWEEN THE REGIONAL PUBLIC TRANSPORTATION AUTHORITY (AGENCY) AND THE FLOOD CONTROL DISTRICT OF MARICOPA COUNTY 215-17-2024-00 (Platinum Program Agreement) THIS INTERGOVERNMENTAL AGREEMENT (“Agreement”) is made and entered into this 1st day of June, 2024 (“Effective Date”), by and between: the Regional Public Transportation Authority, a political subdivision of the state existing under the laws of the State of Arizona (hereinafter referred to as "AGENCY"), and the Flood Control District of Maricopa County, a political body duly organized and existing under the laws of the state of Arizona, acting by and through its Board of Supervisors (hereinafter referred to as “COUNTY”). AGENCY and COUNTY are sometimes referred to collectively as “Parties” and individually as a “Party.” RECITALS A. The AGENCY Chief Executive Officer is authorized and empowered to execute contracts. B. AGENCY is a political subdivision of the state of Arizona established for the purpose of planning and providing public transportation services (A.R.S. § 48-5101, et seq.). C. As a part of its transit system operations, AGENCY has a fare structure that includes an employer participation program (“Platinum Program”) that allows employers to provide transit cards to their employees on such terms as the employer deems appropriate. D. AGENCY provides its Platinum Program to employers who may, but are not required to, subsidize all or part of their employees’ monthly program charges. E. The Platinum Program offers electronic fare collection and billing services to participating employers where employers are only invoiced for the actual number of boardings reported for each monthly billing period. F. The maximum monthly payment for each cardholder will not exceed the monthly Smart Fare set by AGENCY for Express/RAPID and local service. G. A.R.S. § 11-951, et seq., provide that public agencies may enter into intergovernmental agreements for the provision of services or for joint or cooperative action. H. COUNTY is empowered by A.R.S. § 49-581, et. seq., and the Maricopa County Travel Reduction Program Ordinance No. P-7 to reduce traffic impacts on air pollution and emissions within county limits by requiring major employers and schools to develop, implement, and maintain a Travel Reduction Program that includes emission reduction measures. I. COUNTY is a major employer as defined by A.R.S. § 49-581(11) and therefore required to develop, implement, and maintain a Travel Reduction Program that includes reduction measures. J. COUNTY has chosen to participate in AGENCY’s Platinum Program in accordance with the terms and conditions set forth herein. K. COUNTY has the legal authority to participate in the Platinum Program. 2 AGREEMENT IT IS HEREBY AGREED, by and between the Parties, as follows: SECTION 1. Purpose. AGENCY administers the Platinum Program that uses electronic fare payment methods such as smartcards (cards) as a method of fare payment. The Platinum Program is generally described in the attached “Exhibit A,” which is incorporated by reference into this Agreement. COUNTY desires to participate in the Platinum Program, and toward that end, the Parties mutually agree to the terms set forth in this Agreement. SECTION 2. Term of Agreement. The term of this Agreement shall commence on the date that it is executed by the Parties, as indicated above. It shall remain in effect unless terminated or canceled as otherwise provided in this Agreement. SECTION 3. Issuance of Platinum Cards. A. AGENCY shall make available Platinum cards to COUNTY, and COUNTY shall pay the issuance charge existing at that time for each Platinum card (the current charge per issuance is $2.00). Requests for additional Platinum cards shall be in the manner and form prescribed by AGENCY. Defective cards shall be replaced by AGENCY at no cost to COUNTY when such defect is the result of product failure and not the result of misuse or abuse. (1) The initial order of 6,500 Platinum Program cards will be waived at the current issuance charge of $2.00 per card. All subsequent orders will be billed with the issuance charge existing at the time for each card. SECTION 4. Management of Platinum Cards. A. Upon receipt of the signed agreement, COUNTY shall be provided access to AGENCY’s fares portal. Using the portal, the COUNTY will be able to place card orders, create members and assign them to fare media, deactivate and activate fare media, and replace media that are lost/stolen. B. AGENCY shall make available Platinum cards to COUNTY for use during this Agreement’s term. Cards shall be distributed by COUNTY solely and exclusively to its elected officials, officers, directors, and employees in accordance with such terms and conditions as COUNTY may seek to impose. The cards are non-transferable and only authorized for use by the individuals to whom they are provided by COUNTY. AGENCY will deliver the cards to: Human Resources Department, Payroll Division 301 W. Jefferson, 8th Floor Phoenix, AZ 85003 Phone: (602) 506-3755 C. COUNTY will request the return of Platinum Program cards from its employees upon their: termination of employment; or withdrawal from the Platinum Program. 3 D. If COUNTY requires deactivation for any reason of a Platinum Program card and the portal is available, then COUNTY will deactivate the card. COUNTY shall be responsible for all costs incurred on a card until the deactivation has been completed in the portal. E. Should the portal be unavailable for more than 24 hours, COUNTY shall send deactivation requests to AGENCY and shall be responsible for all costs incurred on a card until 48 hours (not including hours on weekends and AGENCY-recognized holidays) after COUNTY notifies the AGENCY of its card deactivation. For any notice transmitted to AGENCY on the last day of the work week after 5:00 P.M., over a weekend, or during an AGENCY- recognized holiday, the 48-hour period shall commence on the first workday following the weekend or holiday. AGENCY will waive any charges for usage of the card after this 48- hour period. Deactivations shall be communicated to the AGENCY at the following email address: platinumprogram@valleymetro.org At a minimum, the deactivation request shall include: (1) COUNTY’s account name; (2) Card serial number; (3) requested deactivation date; (4) reason for deactivation; and, (5) name and position of the authorized individual making the request. E. COUNTY has sole responsibility for its marketing of the Platinum Program, at its own cost and expense. Within the scope of such marketing, COUNTY shall include an education/training component, introducing users to the Platinum Program and the use of cards. Materials to support marketing the Platinum Program are available from the AGENCY. F. Program participation costs and the current cost of cards are set forth in the attached Exhibit A and Exhibit B which are incorporated by reference into this Agreement. The Parties acknowledge that the fare structure for the bus, rail, and streetcar system is set by AGENCY and this fare structure may change the costs of cash fare and monthly rates during the term of this Agreement. COUNTY shall pay the current costs as they exist at the time of each card use. SECTION 5. Billing for Services Provided. A. AGENCY shall invoice COUNTY monthly, summarizing line-item entry totals of cash fare and monthly rates for each cardholder by Platinum Program card serial number. Charges to COUNTY for the services rendered shall be billed on or about the 10th day of each month for the previous month. B. If COUNTY deactivates a card, AGENCY will provide upon request detailed usage information for those cards, at no charge to COUNTY. AGENCY will use its best reasonable efforts to expedite the final usage information for that card to facilitate COUNTY’s compliance with statutory obligations to timely pay compensation owed to the terminated employee/cardholder. If COUNTY receives the final usage information more than four (4) business days after AGENCY receives the request, then AGENCY will waive in that month’s invoice any card charges owed to COUNTY that COUNTY is unable to collect from the cardholder, as evidenced in a separate notice to AGENCY. 4 C. COUNTY shall pay AGENCY within 30 calendar days of the invoice date. COUNTY will pay any interest charge for late payment in accordance with state law. Invoices will be mailed to: Human Resources Department, Payroll Division 301 W. Jefferson, 8th Floor Phoenix, AZ 85003 Phone: (602) 506-3755 D. If requested by COUNTY, for an extra fee of $25 per month per format, detailed usage information by Platinum Program card number shall be provided. Available formats are a PDF or in a mutually agreeable electronic format suitable for upload to COUNTY’s payroll system. SECTION 6. General Terms and Conditions. The following General Terms and Conditions shall apply to this Agreement: A. Term of Agreement. This Agreement shall be in full force and effect upon: approval of AGENCY’s Board of Directors and COUNTY’s Board of Supervisors; and execution by their duly authorized officials. This Agreement shall remain in effect unless terminated or canceled as otherwise provided in the Agreement. B. Entire Agreement; Modification (No Oral Modification). This Agreement and its attached exhibits constitute the full and complete understanding and agreement of the Parties. The Agreement supersedes and replaces any and all previous representations, understandings, and agreements, written or oral, relating to its subject matter. There shall be no oral alteration or modification of this Agreement. This Agreement and its terms may not be modified or changed except by a formal amendment signed and approved by and between the duly authorized representatives of both Parties. Both Parties expressly and explicitly understand and agree that no other method and/or no other document, including correspondence, acts, and oral communications by or from any person, shall be used or construed as an amendment, modification, or supplementation to this Agreement. C. Non-Availability of Funds. In accordance with A.R.S. § 41-2546(C) and with Maricopa County Procurement Code (“MCPP”) Section MC1-370(C), every payment obligation is conditional upon the availability of funds appropriated for the payment of such obligation. If either Party fails to receive an appropriation that may lawfully be allocated to the performance of their obligations under this Agreement, then the Agreement may be terminated at the end of the period for which such funds are available. No liability shall accrue to either Party in the event this provision is exercised, and neither Party shall be obligated or liable for any charges as a result of termination under this paragraph. D. Termination for Conflict of Interest. In accordance with A.R.S. § 38-511, either Party may terminate this Agreement for conflict of interest upon 90 calendar days prior written notice to the other Party. E. Termination. (1) Except for termination in the event of non-payment, either Party may, at its option with sole and unfettered discretion, terminate its obligations under this Agreement, with or without cause, on no less than 60 calendar days prior written notice. Should 5 this Agreement be terminated, the Parties shall complete performance and make all payments due prior to the termination date. (2) When termination is for non-payment of sums due under this Agreement, the Party to receive payment may, at its option with sole and unfettered discretion, terminate its obligations under this Agreement. Prior to such termination, the Party to receive payment shall provide written notice to the other Party setting forth the amount due and requiring payment within 10 business days of receipt of the notice. In the event payment is not received within that 10-business-day period, the Party to receive payment may terminate this Agreement upon 10 calendar days prior written notice. (3) When notice of termination is received, the terminating Party shall consult with the other Party concerning the status of their respective obligations under this Agreement and its intention with regard to those obligations. After such consultation, each Party shall consider the requested actions proposed by the other and shall proceed in a manner to minimize the negative impact of such termination. (4) Notwithstanding the termination of this Agreement by either Party, the respective payment and indemnification obligations of the Parties shall continue in full force and effect until completed. F. Inspection of Records and Records Retention. To the extent required by A.R.S. § 35-214 or by MCPP Section MC1-372, the Parties hereto shall retain all books, accounts, reports, files, and other records relating to this Agreement and make such records available at all reasonable times for inspection and audit by the Parties or their agents during the term of this Agreement. G. Assignment and Delegation; No Third-Party Beneficiaries. Neither Party may assign or transfer any rights or obligations hereunder without prior written consent of the other Party. Any attempt to assign or transfer without the prior written consent of the other Party shall be void. It is the specific intention of the Parties that this Agreement is made and entered into for their specific benefit and that third-party beneficiaries, with the ability to enforce this Agreement, are not being created by the Agreement. This Agreement shall inure only to the benefit of each of the Parties and their permitted successors and assigns. H. Compliance with the Immigration Reform and Control Act of 1986 (“IRCA”) and with A.R.S. § 23-211 – § 23-214. In performing under this Agreement, the Parties understand and acknowledge the applicability of IRCA and A.R.S. § 23-211 through § 23-214 to them, and each of the Parties shall comply with IRCA, A.R.S. § 23-211 through § 23-214, and all other federal and state laws and regulations relating to immigration and to the immigration status of its employees. I. Non-Discrimination. The Parties agree to comply with all applicable state and federal laws, rules, regulations, and executive orders governing equal employment opportunity, immigration, nondiscrimination, and affirmative action. J. Notice. Any notice, consent, or other communication (“Notice”) required or permitted under this Agreement shall be in writing and either delivered in person, via email, deposited in the United States mail (postage prepaid, registered or certified mail, and return receipt requested), or deposited with any commercial air courier or express service addressed as follows: 6 If intended for AGENCY: Regional Public Transportation Authority 101 North 1st Avenue; Suite 1400 Phoenix, Arizona 85003 Email: procurement@valleymetro.org If intended for COUNTY: Human Resources Department (Travel Reduction Program) 301 W. Jefferson, 8th Floor Phoenix, Arizona 85003 Email: hrpayrec@maricopa.gov Notice shall be deemed received: (1) at the time it is personally served; (2) on the day it is sent via email; (3) on the 2nd business day after its deposit with any commercial air courier or express service; or (4) on the 10th calendar day after its deposit in the United States mail (postage prepaid, registered or certified mail, and return receipt requested). Any time period stated in a Notice shall be computed from the time the Notice is deemed received. Either Party may change its mailing address, email address, or the person to receive the Notice by providing the other Party with a Notice of that change. Notice sent via email shall also be sent by regular mail to the recipient at the above address. This requirement for duplicate Notice is not intended to change the effective date of the original Notice sent via email. K. Invalidity of Any Provisions. This Agreement shall remain in full force and effect even if one or more of its terms or provisions have been held to be invalid or unenforceable. Such a holding shall result in the offending term or provision being ineffective to the extent of its invalidity or unenforceability without invalidating the remaining terms and provisions of the Agreement. This Agreement shall thereafter be construed as though the invalid or unenforceable term or provision were not contained in the Agreement. L. Non-Waiver. Should either Party fail or delay in exercising or enforcing any right, power, privilege, or remedy under this Agreement, such failure or delay shall not be deemed a waiver, release, or modification of any requirements, terms, or provisions of this Agreement. 7 SECTION 7. Exhibits and Incorporation by Reference. The following exhibits are attached and incorporated by reference into this Agreement: Exhibit A – Platinum Program Exhibit B –Monthly Rates 8 IN WITNESS WHEREOF the parties have executed this Agreement as of the date first set forth above: REGIONAL PUBLIC TRANSPORTATION AUTHORITY (AGENCY) By: ___________________________________ Jessica Mefford Miller, Chief Executive Officer APPROVED BY AGENCY BOARD OF DIRECTORS BY FORMAL ACTION ON: ___________________________, 2024 COUNTY OF MARICOPA, State of Arizona Recommended by: By______________________________ Jen Pokorski DATE County Manager Approved and Accepted: By______________________________ Jack Sellers DATE Chairman, Board of Supervisors ATTEST: By______________________________ Juanita Garza DATE Clerk of the Board APPROVED BY MARICOPA COUNTY’S GOVERNING BODY BY FORMAL ACTION ON: ___________________________, 2024 9 INTERGOVERNMENTAL AGREEMENT DETERMINATION In accordance with the requirements of A.R.S. § 11-952(D), each of the undersigned attorneys acknowledge: (1) that they have reviewed the above Agreement on behalf of their respective clients; and, (2) that, as to their respective clients only, each attorney has determined that this Agreement is in proper form and is within the powers and authority granted under the laws of the State of Arizona. ______________________________ ______________________________ Attorney for AGENCY Attorney for COUNTY 10 EXHIBIT A Platinum Program1 A. The Platinum Program Once an employer is approved for participation, it must purchase a minimum of 10 Platinum Program cards. These will include the employer’s company name and Platinum Program card serial number. The Platinum Program card does not have an expiration date. Every time a participating employee boards the bus, light rail or streetcar, the employee taps the card on the purple fare reader. The fare is recorded, and the card is automatically charged. B. How It Works The Platinum Program is designed to pay off for employees and employers alike. Here are a few examples: • Pay-Per-Ride Charges: Employer is only charged for the actual number of boardings. • Cost of Cards: The cost of each card shall be at its then prevailing cost (currently $2.00/card). • Full Fare Pay-Per-Ride Charges: Charges are capped at $64/month per card for local routes, light rail, and streetcar boardings, and $104/month per card for Express/RAPID routes. • Reduced Fare Pay-per Ride Charges: Charges are capped at $32/month per card for local routes, light rail, and streetcar boardings only, and $104/month per card for Express/RAPID routes. Reduced fares are only to be used by youth ages 6-18; seniors age 65 and older; persons with disabilities; and Medicare cardholders. Reduced fare users should be ready to provide proof of eligibility when boarding. • Effective Dates: Cards do not expire and can be deactivated if lost or stolen, damaged, rescinded for cardholder termination/resignation, if the agreement is not renewed, or the agreement is terminated. • Extra Cards: Cards can be ordered using the fares portal. • One-Stop Accounting: Employer receives one monthly invoice for total charges on all cards being used. • Billing Summary: A detailed billing summary is available that shows the day, time, and service used for each boarding at a cost of $25 per month. C. Platinum Program and the Maricopa County Travel Reduction Program. All employers in Maricopa County with 50 or more employees at a single worksite are required to participate in the Maricopa County Travel Reduction Program (“TRP”). The Platinum Program can help meet the TRP requirements. And that is just one of the ways that the Platinum Program can work for you. Employers may, but are not required to, subsidize all or part of their employees’ monthly program charges. Many employers throughout the area do subsidize all or part of their employees’ monthly program charges, turning it into a powerful retention tool promoting employee satisfaction and performance. 1 The terms set forth in this Exhibit are the general program terms. If the body of this Agreement varies from the terms of this Exhibit, then the terms contained in the body of the Agreement shall prevail. 11 EXHIBIT B Monthly Rates The monthly rates set forth in this Exhibit are subject to change. It is mutually understood that AGENCY sets the rates and makes all changes to them. AGENCY has the right to change the rates from time to time, but AGENCY shall give COUNTY notice of any fare adjustment, and COUNTY retains the right to cancel this Agreement prior to the effective date rate adjustment. In the event COUNTY elects to cancel this Agreement at the time of rate adjustment, the 60 days’ notice required by this Agreement’s Section 6(E)(1) shall not apply. A. COUNTY shall pay no more than the cost of a monthly Smart Fare for each cardholder. The cost of monthly Smart Fares are currently as follows: (1) Local - $64 per month Local routes, light rail boardings and streetcar boardings (2) Express/RAPID - $104 per month Express/RAPID routes or a combination of local routes, light rail service, streetcar, and Express/RAPID routes (3) Reduced Fare - $32 per month Local, light rail and streetcar service only. If used on Express/RAPID service, the rates in Exhibit B, Section A(2) shall apply B. If the total amount of transactions for each cardholder is less than the cost of a monthly Smart Fare, COUNTY shall be billed for only those transactions. The costs of each transaction are currently as follows: (1) Local/light rail - $2.00 per ride (2) Streetcar - $1.00 per ride (when Streetcar fare goes into effect) (3) Express/RAPID - $3.25 per ride (Reduced fare does not apply) (4) Local/light rail Reduced fare - $1.00 per ride (5) Streetcar Reduced fare - $0.50 per ride (when Streetcar fare goes into effect)