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HomeMy WebLinkAboutCooperative Agmt with VRT for Annual Assessment and Service ContributionCOOPERATIVE AGREEMENT BETWEEN VALLEY REGIONAL TRANSIT AND CITY OF MERIDIAN FOR ANNUAL ASSESSMENT AND SERVICE CONTRIBUTION 1', THIS COOPERATIVE AGREEMENT ("Agreement") is entered into this day of N pVe—nAbelv' 20 0 by and between VALLEY REGIONAL TRANSIT, a regional public transportation authority authorized under Chapter 21, Title 40, Idaho Code ("VRT"), and the City of Meridian, a municipal corporation organized, existing and authorized under Chapter 1, Title 50, Idaho Code ("Member") RECITALS A. VRT 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 VRT 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 $207,243 for Member to contribute for its annual assessment and service contribution; Member has budgeted the same amount for its VRT annual assessment and service contribution. Page 1 of 5 G. Service contributions support the following modes: 1) Nampa Express Service (Routes 40 & 43): Operates between Nampa and Boise making a limited number of designated stops in Caldwell, Meridian, and Boise. The service operates Monday thru Friday from 5:35 A.M. to 6:25 P.M. The service generally utilizes 24 passenger, 2 wheelchair capacity buses each equipped with a bicycle rack. 2) Nampa Limited Stop Service (Route 42): Operates between Nampa and Boise making several designated stops in Nampa, Meridian, and Boise. The service operates Monday thru Friday from 5:35 A.M. to 8:27 P.M. The service generally utilizes 20 passenger, 2 wheelchair capacity buses each equipped with a bicycle rack. 3). Additional Meridian service (to be determined). VRT will bill the City of Meridian up to $60,000 annually after the service is determined and implemented pursuant to the terms of this Agreement. 4). The Community Link transportation network for Older Adults and Persons with Disabilities. Member will provide up to $30,000 annually as local match for this program. 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, 2015, and will terminate on the 30th day of September, 2016, 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 VRT for Fiscal Year 2016 in the amount of $117,243 in contribution to the costs of VRT and in support of transportation services within the Boise Urbanized Area and the Nampa Urbanized Area. (b) For Member to pay monthly invoiced costs in support of the Community Link network for Older Adults and Persons with Disabilities. Total payment by Member will not exceed $30,000 annually. (c) For Member to pay for additional service within the City of Meridian. Upon implementation of any additional service, VRT will bill Member for the cost of service. Total cost of such additional service shall not exceed $60,000 annually. Page 2 of 5 (d) For VRT to use said annual assessment for costs budgeted under its regional planning and program administration, 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 dues and operating costs. Section 4. Payment (a) Member shall pay its annual assessment and service contribution up to the aforesaid amount of $117,243 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) For Community Link network trips, VRT will provide monthly invoices to member indicating the number of trips completed during the billing period and Member's portion of the cost of the trips. All trips will be purchased on a per ride basis. The current per ride amount is $15. In the event that there is a planned increase in the per ride amount, VRT shall notify member in writing of the amount of the increase. Documentation of the number of rides being purchased will be included with each invoice. VRT will pay 80% of the cost of the ride and member will pay 20% of the cost of the ride. Member will pay up to $30,000 annually in support of the Community Link network. (c) For additional service provided within the City of Meridian, member and VRT will cooperatively develop plans for the additional service. The parties shall memorialize the details of the additional service and the exact amount to be paid by member through the execution of an addendum to this Agreement. Upon the execution of an addendum, VRT will provide an invoice for the additional service upon implementation of said service. Member will pay the agreed upon amount, up to $60,000 annually for additional service. (d) 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 Meridian 33 E. Broadway Meridian, Idaho 83642 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 Page 3 of 5 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 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 Page 4 of 5 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: Kelli Fairless Executive Director City of Meridian: Page 5 of 5