Cost Share - 2020 - Valley Regional Transit - Financial Contribution - 10/1/2020COOPERATIVE AGREEMENT
BETWEEN
VALLEY REGIONAL TRANSIT
AND
CITY OF EAGLE
FOR
PUBLIC TRANSPORTATION FINANCIAL CONTRIBUTION
THIS COOPERATIVE AGREEMENT ("Agreement") is entered into this 1 day of
October 2020 by and between VALLEY REGIONAL TRANSIT, a regional public transportation
authority authorized under Chapter 21, Title 40, Idaho Code ("Authority"), and the City of
Eagle, a municipal corporation organized, existing and authorized under Chapter 1, Title 50,
Idaho Code ("City")
RECITALS
a. Authority 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. Authority provides publicly funded or publicly subsidized
transportation services and programs in Ada and Canyon counties.
b. City is a municipal corporation authorized under Chapter 1, Title 50, Idaho Code.
c. Idaho Code § 40-2109(7) provides that Authority 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. Authority develops funding requests through an approved cost allocation
methodology. There are four categories involved in generating the initial funding request:
general assessments, service and capital contributions, and special assessments.
f. Authority has budgeted $72,708 for City to contribute to support services, capital
and regional overhead expenses. City has budgeted the same amount representing the
City's fair share of support for services, capital, and regional overhead.
g. Authority has budgeted an additional $52,735 in previously paid contributions for
services that were delayed in FY20, for a total of $125,443.
h. Authority generally follows the allocation methodology to designate how City
contributions are used. However, Authority may leverage City contributions as local match to
optimize utilization of both local and federal sources of funding to ensure the most effective
use of all revenue sources.
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AGREEMENT
NOW, THEREFORE, 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 2020, and will
terminate on the 30th day of September 2021, unless earlier terminated pursuant the
mutual written agreement of the parties hereto.
Section 2. Purpose
The purpose of this Agreement is:
(a) For City to pay $72,708 to Authority for Fiscal Year 2021 expenses pertaining to
services, capital, and regional overhead required to support the regional transportation
services within the City's jurisdiction.
(b) For Authority to use City's contribution for service, capital, and regional overhead
expenses included in the annual FY2021 budget to support services within City's
jurisdiction.
(c) For Authority to leverage City's contribution with matching federal funding to optimize
all revenue sources available for operations, capital, and regional overhead.
Section 3. Compliance
Authority, in using said City's contribution 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.
Section 4. Payment
(a) City shall pay its annual contribution of $72,708 within 30 days of invoice.
(b) Authority shall provide City a quarterly status report on capital or other special projects.
(c) Payment shall be made directly to Authority at the following address, unless City is
notified in writing by Authority of a new address:
Valley Regional Transit
700 NE 2nd St Suite 100
Meridian, Idaho 83642
(d) City's address, for the purpose of invoice, notice or correspondence, unless Authority is
notified in writing by City of a new address, is as follows:
City of Eagle
P.O. Box 1520
Eagle, Idaho 83616
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Section 5. Contact Information
(a) Authority point of contact for this agreement is:
Jason Jedry, Controller, jjedry@valleyregionaltransit.org, 208.258.2709
(b) City point of contact for this agreement is:
Tracy Osborn, City Clerk, cityclerk@cityofeagle.org
Section 6. 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 Authority and City 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, Authority shall indemnify, defend, protect and hold
harmless City, 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 of Authority, 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 City or its
officers, agents and employees. City shall give to Authority reasonable notice of any such
Claims. Authority shall notify City of the counsel to be used in carrying out its obligations
hereunder. City 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
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of this Agreement, and any renewal or extension thereof. Notwithstanding anything to the
contrary in the foregoing, City's right to indemnification pursuant to the foregoing shall be
limited to indemnification for such Claims for which City 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 Authority 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 Authority shall be
personally liable to City under this Agreement, (ii) with respect to third party Claims, both
Authority and City expressly reserve any and all of the privileges and immunities available to
them, if any, under Idaho law, and (iii) the agreement of Authority to hold harmless or
indemnify City shall be limited to, and be payable only from, Authority'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: City of Eagle:
::.r fl
Kelli Badesheim - i ► -ture
Executive Director
Pierc. /laiior
Printed Name
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