DRAFT Memorandum of Understanding (MOU)

Transcription

1 ITEM /11-1 DRAFT Memorandum of Understanding (MOU) Clarence Valley Council and Clarence Community Transport Inc. 1. Background Clarence Valley Council (CVC) comprises an area of 10,440 km 2, employs about 500 staff, operates 5 administration centres, 10 works depots and serves 52,054 residents and ratepayers living in 44 towns, villages and city environs. Council works with community groups, services and government agencies to jointly identify local needs and solutions, and to implement and/or attract funding for improvements and additions to social and physical infrastructure. CVC is in receipt of a federal grant to run Youth Activities Yamba, (YAY), a fortnightly Friday night youth program targeting 8 to 17 year olds living in or near Yamba. A component of the grant is for the purchase and use of a mini-bus to provide for the transport needs of the target group attending YAY. Clarence Community Transport Inc. (CCT) runs the Community Transport Program (CTP) that is funded by the NSW Government and aims to address transport disadvantage at the local level primarily by promoting efficient use of transport resources that exist within the community. Transport disadvantage is defined as a circumstance or set of circumstances that leaves those that are affected by it in a situation where they have limited or no access to private transport and they have difficulty in gaining access to conventional transport systems Purpose of this Memorandum To describe the mutual goals and responsibilities with regard to the lease back arrangements of the YAY mini-bus owned by CVC to CCT for the provision of a range of youth transport services in the Clarence Valley. These transport services include, but are not limited to providing transport for young people to YAY and to Midnight Basketball. 3. Mutual Goals Both CVC and CCT have the goal of maintaining existing and facilitating improved transport services for young people living in the Clarence Valley. Both parties agree that young people living in the Clarence Valley are generally seen as transport disadvantaged. Both CVC and CCT agree that a significant strategy of achieving this goal is to develop a framework for the sharing of assets (the mini-bus) so as to further this mutual goal. In furtherance of these goals, both parties agree to make every reasonable effort to fulfil the responsibilities outlined 5. below. 4. Term of this MOU The term of this MOU commences on and terminates on 30 November Both parties agree to review this Memorandum before the expiry of the Memorandum s term. 1 Transport for NSW website:

2 ITEM / Confidentiality Clause: Confidential Information includes but is not limited to any documentation or information provided by either of the parties to the other that is marked as confidential or is not publicly available. a. The parties covenant and agree that they will at all times keep confidential and not disclose to any third party any confidential information they receive from the other party. b. Each Party shall respect the confidentiality of the other Party s Confidential Information and neither Party shall, without the other Party s written consent, disclose or divulge the other Party s Confidential Information. c. The duty of confidence referred to in this Clause does not extend to Confidential Information which: c1. was in or becomes part of the public domain otherwise than as a result of a breach of this Agreement; or c2. is disclosed by a Party as required by law. d. The onus of proof of the matters referred to in sub-clause c is on the Party disclosing or divulging the Confidential Information. e. This Clause a. survives the termination of this Agreement. f. The contractor covenants and agrees that it will at all times keep secret and confidential and that it will not directly or indirectly disclose to any person at any time the confidential information, except as is necessary to perform the works/services required herein. 6. Roles and Responsibilities CVC shall: a. Purchase a road-worthy and fully registered mini-bus to the value of $30,000, suitable for the purposes of youth transport in the Clarence Valley; b. Lease the mini-bus to CCT at a rate of $400 per calendar month for the term of the lease agreement (being 12 months). This amount takes into account CCT providing transport to the YAY and Midnight Basketball programs at no cost to these programs and is inclusive of bus and paid driver. The lease of the mini-bus to CCT is for the sole purpose of youth related transport, and to otherwise be used at the discretion of CCT during the down time of the bus but still solely for the purpose of youth transport. Down time is defined by those days and hours of the day that the mini-bus is not required for YAY (scheduled Friday nights from 3.30pm until 9.30pm), and not required for Midnight Basketball (Scheduled Friday and Saturday nights from 6.00pm until midnight). c. Pay all registration and insurance costs (approximately $900 per year). d. Maintain weekly contact with CCT while YAY and Midnight Basketball are running to ensure the correct booking schedule of the bus and to discuss any other matters and share information relating to the operational aspects of providing youth transport services. These matters include but are not limited

3 ITEM /11-3 to documentation of passenger details where needed, security and supervision, variations to routes and time of travel. e. Identify YAY and other community volunteers who have an interest in attaining accreditation to drive a community transport bus. This will likely include a bus that may be defined as Light-Rigid, 12 seats or more. f. Ensure that any extra use of the mini-bus by Council outside of YAY and Midnight Basketball periods is booked with CCT with sufficient lead time. As a general guide two weeks minimum is considered sufficient lead time. If cross over occurs over the usage of the bus CCT will provide a similar bus from its own fleet to cover a transport request from council at no additional cost to council other than the predetermined rate. Busses from our fleet will only be driven by CCT drivers. g. Maintain a log of use that includes purpose, destinations and kilometres travelled. h. Advise CVC of any damage that occurs to the mini-bus in any circumstance. i. When used by Council, ensure that the mini-bus is returned to its nominated depot in a clean and road-worthy state and that its fuel gauge indicates that the fuel is a minimum ¾ full. CCT shall: a. Lease the mini-bus from CVC at the agreed rate of $400 per calendar month for youth transport services b. Arrange for and pay for all servicing requirements c. Pay for any major maintenance ands repair works d. Pay the insurance excess in case of an accident. e. Pay all fuel and associated costs f. Ensure that the mini-bus is available for the exclusive use of YAY and Midnight Basketball while both programs are operating.. If the bus is not available for any reason CCT will provide a similar bus at no additional cost to ensure the programs are serviced. g. Provide a driver for use with YAY and Midnight Basketball. Provide a driver for other Council requested trips at Council s cost. CCT utilises paid drivers for all its bus transport to ensure a high quality of service. h. Be responsible for the servicing, garaging and detailing of the mini-bus to accepted community transport standards. i. Advise CVC of any incidents that occur on the bus while it is being used for YAY and Midnight Basketball, (where the bus is driven by CCT driver). j. Advise CVC of any damage that occurs to the mini-bus in any circumstance. k. Ensure that any documentation relating to passengers using the mini-bus remains fully confidential or is de-identified. l. Maintain a log of use that includes purpose, destinations and kilometres travelled. Provide this information to CVC on request, consistent with Clause 5. above. m. Ensure that the mini-bus is available to YAY on a Friday afternoon, or if YAY is not running, to Midnight Basketball on a Saturday in a clean and

4 ITEM /11-4 roadworthy state and that its fuel gauge indicates that the fuel is a minimum ¾ full. n. Provide a centralised booking centre for parties to book the use of the bus. o. Organise and pay for bus signage based on a design to be agreed upon by CVC and CCT. 7. Organisation and management of the agreement Clarence Valley Council Project Director Anne D Arcy Manager Social Planning & Cultural Development P: E: [email protected] Project Officer Pip Parsonson Community Development Officer Treelands Drive Community Centre & Yamba P: E: [email protected] Clarence Community Transport Warwick Foster Manager Clarence Community Transport P: E: [email protected] 8. Voluntary Disassociation This MOU is a nonbinding agreement that both parties have entered into in good faith. Either party may disassociate from the effort without penalty or liability by so notifying the other in writing. Written notice shall be sent sixty (60) days prior to the disassociation. 9. Amendment Both parties reserve the right to renegotiate this Memorandum upon the mutual consent of the other party. At the conclusion of the term, this Memorandum may be extended by common written consent of both parties. This Memorandum represents the entire understanding of both parties with respect to this partnership. Any modification of this Memorandum must be in writing and signed by the parties. 10. Settlement of Disputes The Parties agree that any dispute arising during the course of this Agreement will be dealt with as follows: the Party claiming that there is a dispute will send to the other a notice setting out the nature of the dispute; the Parties will try to resolve the dispute by direct negotiation, including by referring the matter to persons who may have authority to intervene and direct some form of resolution;

5 ITEM /11-5 the Parties have 10 business days from the sending of the notice to reach a resolution or to agree that the dispute will be submitted to mediation or some other form of alternative dispute resolution procedure; and if: (i) (ii) there is no resolution or agreement; or there is a submission to mediation or some other form of alternative dispute resolution procedure, but there is no resolution within 15 business days of the submission, or such extended time as the Parties may agree in writing before the expiration of the 15 business days; then, either Party may commence legal proceedings. Signed for and on behalf of Clarence Valley Council: Name: Position: Signature Date: Signed for and on behalf of Clarence Community Transport Inc: Name: Position: Signature Date: