MEMORANDUM OF UNDERSTANDING

 

 

THIS MEMORANDUM OF UNDERSTANDING is made and entered into by and between the Mid-America Regional Council, a regional planning agency serving as an association of city and county governments and the designated Metropolitan Planning Organization for the bi-state Kansas City region representing 8 counties and 116 counties (hereinafter referred to as the “MARC”), the Lawrence/Douglas County Metropolitan Planning Organization, a regional planning agency and designated Metropolitan Planning Organization serving the City of Lawrence and unincorporated Douglas County (hereinafter referred to as “LDCMPO”), and the City of Lawrence, Kansas, a city of the first class under the laws of the State of Kansas, (hereinafter referred to as the “City”) and MARC, LDCMPO, and the City from time to time herein collectively referred to as “the parties.”

 

WHEREAS, MARC currently provides a ridesharing program called, “Rideshare”, a Kansas City commuter resource center that is a free, public funded commuter service designed to inform people in the Kansas City Metropolitan Area about less expensive and environmentally friendly commuting alternatives;

 

WHEREAS, MARC in an effort to obtain information and evaluate existing ridesharing programs and available technologies conducted a Request for Information to determine programs that were user-friendly and affordable to administrate;

 

WHEREAS, MARC is seeking to improve its current Rideshare program by providing a more user-friendly ridematching application for commuters to improve ridesharing results and a more affordable application to reduce administrative costs through technology developed by Ecology and Environment, Inc. called, “GreenRide”;

 

WHEREAS, the LDCMPO and the City desire to promote ridesharing activities to the citizens of Lawrence and Douglas County to reduce traffic congestion on the region’s highways is seeking the same technology developed by Ecology and Environment, Inc.;

 

WHEREAS, the parties in an effort to promote ridesharing activities to reduce traffic congestion and improve air quality in the Kansas City and Lawrence metropolitan areas where people commute to and from desire to coordinate efforts to acquire, co-administrate and maintain the GreenRide ridesharing program;

 

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants hereinafter contained, the parties agree as follows:

1.         Coordination of Services.  The parties shall explore the feasibility to acquire, operate, and maintain the GreenRide, web-based, GIS-based ridesharing program to serve the Kansas City and Lawrence/Douglas County metropolitan areas to promote ridesharing activities.

 

2.         Request for Proposal.  In order to further evaluate the feasibility of the Ecology and Environment, Inc. GreenRide ridesharing program, the parties will work cooperatively to develop the scope of services, project schedule, budget and payment terms, and selection criteria to issue a Request for Proposal and to evaluate Ecology and Environment Inc.’s submitted proposal. 

 

a.      MARC, upon successful negotiation, will procure the services of Ecology and Environment, Inc. to carry out the scope of services outlined in the RFP through MARC’s procurement process.

 

b.  It is the intent of the parties that evaluation and selection of the RFP will include input from all parties and that final decision to contract with Ecology and Environment, Inc. will be made by the MARC Board of Directors upon recommendations made by staff of each party.

 

  1. The parties shall mutually agree on the costs to acquire, operate and maintain the GreenRide ridesharing program.  MARC shall be responsible for 50% of the costs to acquire, operate and maintain the GreenRide ridesharing program.  City/LDCMPO shall be responsible for 50% of the costs of to acquire, operate and maintain the GreenRide ridesharing program.  

 

  1. MARC will contract with Ecology and Environment, Inc. on behalf of all parties represented.  City and LDCMPO shall pay MARC their appropriate share of costs identified above to acquire, operate and maintain the GreenRide ridesharing program.

 

e.   Best efforts shall be made to award the contract to Ecology and Environment, Inc. by April 1, 2006 and the GreenRide trial phase launched by May 15, 2006 for the Kansas City/Lawrence metropolitan areas. 

 

  1. All parties shall be provided with an opportunity to participate in development of the GreenRide program and to provide comment throughout implementation phases.

 

  1. The parties agree that any upgrades or customizations to GreenRide ridesharing application beyond what is identified in the scope of services in the RFP shall be first agreed upon by all parties in writing.  The party seeking a specific upgrade or customization shall notify the other parties of its intent in writing to upgrade or customize the GreenRide program. 

 

  1. The parties agree that prior to implementation of any upgrade or customization to the GreenRide ridesharing program, the appropriate share of additional costs will first be determined and applied to the party(s) seeking the upgrade or customization.

 

  1. The parties agree that prior to any additional party(s) joining the Kansas City and Lawrence Metropolitan GreenRide ridesharing program to expand ridesharing services to their community(s) or region(s), that each party identified in this MOU shall first be notified in writing and mutually agree to expand services.  In addition, the parties shall agree upon the appropriate cost share or cost share formula the new party(s) will be responsible for.

 

  1. The parties agree that payment of any increase in cost to operate and maintain the GreenRide program in the future shall be determined using a cost share formula agreed upon by all parties.

 

  1. The parties agree to cooperatively develop marketing plans and strategies to promote the Greenride ridesharing program.

 

3.         Prior Agreements; Amendments. This MOU sets forth the entire agreement between the parties with respect to the subject matter contained herein and supersedes all prior agreements, negotiations, and discussions concerning any matter contained herein.  The parties agree to cooperate and take such action as is necessary to update and amend this MOU as needed to address the issues outlined herein. 

 

4.         Effective Date; Renewal.  This MOU shall be effective commencing on February __, 2006 and shall extend for a period of one (1) year.  This MOU shall automatically renew for subsequent terms of one (1) year, unless notice of non-renewal is provided to the other party within thirty (30) days of the end of the current term.

 

5.         Termination. Either party may terminate this MOU by giving thirty (30) days written notice to the other party.  In the event that this Agreement is terminated, the terminated party shall be paid its costs, including any contract closeout costs, of work performed up to the time of termination. The terminated party shall promptly submit its termination claim to the terminating party for payment. If the terminated party has any property in its possession belonging to terminating party, the terminated party will account for the same, and dispose of it in the manner as directed by the terminating party. The terminated party and/or its subcontractors or agents and legal representatives, agrees to accept this amount of compensation in full satisfaction of all claims for compensation under this agreement.

 

 

6.         Claims. With respect to claims arising from activities conducted pursuant to the MOU, each party shall be responsible for its own negligence, or that of its employees or agents, but only in the manner and to the extent provided by applicable State laws, and nothing in the MOU shall create any obligation to defend or indemnify the other party.  In the event of claims by third parties arising from such activities, the parties will cooperate in defense of such claims.

 

7.         Binding Effect and Assignment.  This MOU shall be binding upon and inure to the benefit of the parties hereto and their respective representatives, successors, and assigns.

 

8.         Applicable Law.  This MOU shall be governed by the laws of the State of Kansas. 

 

9.       Venue.  It is agreed by and between the parties that, should any dispute arise, that cannot be resolved through negotiations and by mutual consent, concerning the validity and effect of this MOU, or of any breach of the MOU herein, venue of action concerning such dispute shall be in the District Court of Douglas County, Kansas.

 

10.       Severability.  Each provision of this MOU shall be considered separable and if for any reason a provision which is not essential to the effectuation of the basic purposes of the MOU is determined to be invalid or contrary to any existing or future law, such validity shall not impair the operation of or effect of those provisions of this MOU that are valid.

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Memorandum of Understanding to be executed in duplicate as of the date and year hereinafter written.

 

MID-AMERICA REGIONAL COUNCIL              CITY OF LAWRENCE

 

_____________________________                          ______________________________

By:                                                                               By:      

 

                                                                                                                                               

Date                                                                             Date

 

 

 

LAWRENCE/DOUGLAS COUNTY

METROPOLITAN PLANNING ORGANIZATION

 

 

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By

 

 

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Date