Cost Share - 2019 - Valley Regional Transit -Annual Assessment & Service Contribution - 10/1/2019COOPERATIVE AGREEMENT
BETWEEN
VALLEY REGIONAL TKANSIT
AND
CITY OF EAGLE
FOR
ANNUAL ASSESSMENT
AND
SERVICE CONTRIEUTION
•
�s r
1 HIS COOPERATIVE AGREEMENT ("Agreement") is entered into this day of
Oe 20 ((9 by and between VALLEY REGIONAL I'RANSIT, a regional public
transportation authority authorized under Chapter 21, Title 40, Idaho Code ("VRT"), and The
City of Eagle, a municipal corporation organized, existing and authorized under Chapter 1, Title
50, Idaho Code ("Member")
RECITALS
A. \'RT is the regional public transportation authority created to serve Ada and
Canyon Counties, pursuant to Chapter 21, Title 40, Idaho Code, and as a result of November 3,
1998 public referendum. VRT provides publicly funded or publicly subsidized transportation
services and programs in Ada and Canyon counties.
B. Member is a municipal corporation authorized under Chapter 1, Title 50, Idaho
Code.
C. Idaho Code § 40-2109(7) provides that \'RT may enter into cooperative
agreements with the state, other authorities, counties, cities and highway districts under the
provisions of Idaho Code § 67-2328, which expressly authorizes public agencies to enter into
agreements with one another for cooperative action for purposes within the power, privilege, or
authority of said agencies.
D. Idaho Code § 40-2110 provides that counties, cities, highway districts and other
governmental entities in the region may enter into cooperative agreements with the regional
public transportation authority in order to contribute funds from any source in recognition of
costs of the authority.
E. There are two primary programs which VRT budgets and funds each year. First,
VRT budgets and establishes annual assessments for its regular and special members, with
assessments for its regular members calculated pursuant to a population based formula, and
assessments for its special members calculated pursuant to a negotiated amount. Second, VRT
budgets and establishes service contribution requirements to support the operation of motor bus
services within the Nampa Urbanized Area and the Boise Urbanized Area.
F. VRT has budgeted $128,419 for Member to contribute for its FY2020 annual
assessment and service/capital contribution. Member has budgeted the same amount for its \RT
annual assessment and service contribution.
Page 1 of 4
The following items are included in the base funding request:
VRT Assessment $13,449
Service enhancement/pilot and associated capital $105,470
Special Projects - Community Transportation $9,500
TOTAL X12$,419
G. Service enhancement/pilot supports the following mode:
1) Extended service and associated capital along State Street between the City of
Boise and the Ballantyne Park and Ride West of downtown Eagle.
H. Other specifically identified contributions support the following initiatives:
1) Local Operations Support for Senior Transportation
2) Local Support - New Vehicle Senior Transportation
AGREEMENT
NOW, HEREFORE, in consideration of foregoing recitals, which are made a part of
this Agreement and not mere recitals, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, it is mutually agreed as follows:
Section 1. Term
This Agreement shall be in effect from the 1st day of October 2019, and will terminate
on the 30th day of September 2020, unless earlier terminated pursuant the mutual written
agreement of the parties hereto.
Section 2. Purpose
The purpose of this Agreement is:
(a) For Member to pay annual assessment and a service contribution to S'RT for
Fiscal Year 2020, in the amount of $128,419 in contribution to the costs ofVRT.
(b) For VRT to use said annual assessment for costs budgeted under its regional
planning and program administration programs, and to use said service contribution for costs
budgeted under its regional operating plan.
Section 3. Compliance
VRT, in using said assessment and service contributions, shall comply with all conditions
required by applicable federal, state and local laws and regulations, and shall maintain, in
accordance with generally accepted accounting practices and principles, records and books of
account regarding said assessments and operating costs.
Page 2 of 4
Section 4. Payment
(a) Member shall pay its annual assessment and service contribution up to the
aforesaid amount of $128,419 within 30 days of invoice to VRT at the following address, unless
Member is notified in writing by VRT of a new address:
Valley Regional Transit
700 NE 2nd St. Suite 100
Meridian, Idaho 83642
(b) Member's address, for the purpose of notice or correspondence, unless VRT is
notified in writing by Member of a new address, is as follows:
City of Eagle
P.O. Box 1520
Eagle, Idaho 83616
Section 5. Miscellaneous
(a) Each party hereto represents and warrants that each person executing this
Agreement on behalf of such party is, at the time of such execution, duly authorized to do so by
such party's governing body, and is fully vested with the authority to bind such party in all
respects.
(b) If any provision of this Agreement is held invalid, illegal, or unenforceable, the
remainder shall be construed to conform to the intent of the parties, and shall survive the severed
provisions.
(c) Except as provided otherwise herein, this Agreement and any attachments hereto
constitute the entire Agreement between VRT and Member concerning the subject matter
hereof. The provisions of this Agreement shall be construed as a whole and not strictly for or
against any party.
(d) The captions and headings in this Agreement are for reference only and shall not
be deemed to define or limit the scope or intent of any of the terms, covenants, conditions or
agreements contained herein.
(e) This Agreement is not intended to create, nor shall it in any way be interpreted or
construed to create, any third party beneficiary rights in any person not a party hereto.
(f) This Agreement shall be binding on the parties hereto, and their successors and
assigns.
Section 6. Indemnification
To the extent permissible by law, VRT shall indemnify, defend, protect and hold harmless
Member, and it's officers, agents and employees, from and against any and all liabilities, losses,
suits, claims, judgments, fines or demands arising by reason of injury or death of any person or
damage to any property, including all reasonable costs for investigation and defense thereof
(including but not limited to attorney fees, court costs, and expert fees), of any nature whatsoever
(collectively, "Claims") arising out of or incident to this Agreement, and any renewal or
extension thereof, and arising out of or caused by the negligent or intentional acts or omissions
Page 3 of 4
of VRT, it's officers, agents and employees, regardless of where the injury, death, or damage
may occur, except to the extent any such Claims arise out of or are caused by the negligent or
intentional act or omission of Member or it's officers, agents and employees. Member shall
give to VRT reasonable notice of any such Claims. VRT shall notify Member of the counsel to
be used in carrying out its obligations hereunder. Member must state any reasonable objection
that it may have regarding the use of said counsel. The provisions of this section shall be
deemed to be a separate contract between the parties and shall survive the expiration or any
default, termination or forfeiture of this Agreement, and any renewal or extension thereof.
Notwithstanding anything to the contrary in the foregoing, Member's right to indemnification
pursuant to the foregoing shall be limited to indemnification for such Claims for which Member
incurs actual liability or expense. The foregoing indemnification includes, without limitation, any
Claim arising out of or caused by the noncompliance of any services, programs, or activities
provided by VRT under this Agreement with all applicable federal, state, and local statutes,
regulations, and requirements, including, but not limited to, the Americans with Disabilities Act
(ADA). Notwithstanding anything to the contrary in the foregoing, (i) no employee or officer of
VRT shall be personally liable to Member under this Agreement, (ii) with respect to third party
Claims, both VRT and Member expressly reserve any and all of the privileges and immunities
available to them, if any, under Idaho law, and (iii) the agreement of VRT to hold harmless or
indemnify Member shall be limited to, and be payable only from, VRT's available insurance or
self-insurance coverage for liability assumed by contract available as a part of its general liability
insurance program."
EXECUTED and effective as of the date first above written.
Valley Regional Transit:
Kalli Badesheim
Executive Director
City of Eagle:
Page 4 of 4
Po -r