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HomeMy WebLinkAboutCooperative Agreement with VRT Annual AssessmentCOOPERATIVE AGREEMENT BETWEEN VALLEY REGIONAL TRANSIT AND CITY OF MERIDIAN FOR ANNUAL ASSESSMENT AND OTHER CONTRIBUTIONS THIS COOPERATIVE AGREEMENT ("Agreement") is entered into this 22' jday of 060b2r 20 ft 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 three primary programs which VRT budgets and funds each year. First, VRT budgets and establishes an Annual VRT Assessment 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 a Transportation Services contribution to support the operation of transportation services including fixed route services such as intercountry or local services. Transportation Services also includes Ridesharing services such as Harvest Transit and Ride 2 Wellness. Third, VRT budgets and establishes contribution requirements to procure and maintain the necessary capital for its operations. f. VRT has budgeted $736,857 for Member to contribute for its Annual VRT Assessment, Transportation Services, and Capital Contribution and Enhanced Service; Member has budgeted Page 1 of 5 Page 2 of 5 the same amount for its Annual VRT Assessment, Transportation Services, and Capital Contribution and Enhanced Service. Annual VRT Assessment $49,324 Transportation Services Intercounty Service Contribution $99,349 Ridesharing Services Harvest Transit $129,184 Rides 2 Wellness $40,000 Ridesharing Services Sub Total $169,184 Annual VRT Assessment and Transportation Services Sub Total $317,857 Capital Contribution and Enhanced Service $419,000 Grand Total $736,857 g. Transportation Services support the following modes: 1) Intercounty Services Nampa Express Service (Route 40): Operates between Nampa and Boise making a limited number of designated stops in Nampa, Meridian, and Boise. The service operates Monday through Friday from 5:30 A.M. to 7:02 P.M. The service generally utilizes 32 passenger, 2 wheelchair capacity buses each equipped with a bicycle rack. Nampa Limited Stop Service (Route 42): Operates between Nampa and Boise making several designated stops in Nampa, Meridian, and Boise. The service operates Monday through Friday from 6:20 A.M. to 8:05 P.M. The service generally utilizes 38 passenger, 2 wheelchair capacity buses each equipped with a bicycle rack. 2) Ridesharing Services support additional lifestyle and supportive transportation to Meridian seniors and persons with disabilities. In Meridian these services include Harvest Transit operates within the city limits of Meridian and is free to qualified passengers. This curb-to-curb service operates utilizing three accessible wheelchair-lift vans Monday through Saturday 9:00 A.M. to 3:00 P.M., with occasional special trips and outings for qualified Meridian residents on weeknights and Sundays. Rides 2 Wellness provides qualified patients of St. Luke's or St. Alphonsus transportation to appointments at approved clinics. The service operates by reservation between 7:30 A.M. to 6:00 P.M. weekdays. h. Capital Contribution and Enhanced Service supports the following; 1) Procurement of two battery electric vehicles. Meridian City Council Meeting Agenda October 22, 2019 – Page 220 of 793 Page 3 of 5 2) Construction of necessary transit stops and facilities for additional fixed route service in Meridian. 3) Funding for additional transportation services in Meridian. 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 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 VRT Assessment and Transportation Services contributions to VRT for Fiscal Year 2020 in the amount of $317,857. (b) For VRT to use said Annual VRT Assessment for costs budgeted under its regional planning and program administration, and to use said Transportation Services contributions for costs budgeted under its regional operating plan. (c) For Member to pay Capital Contribution and Enhanced Service in Fiscal Year 2020. The costs of these additional services are estimated at $419,000. (d) For VRT to use said Capital Contribution and Enhanced Service for costs budgeted to bring additional transportation services to Meridian. Section 3. Compliance VRT, in using said Annual VRT Assessment, Transportation Service contributions, and Capital Contribution and Enhanced Service, 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) Member shall pay its Annual VRT Assessment and Transportation Services contribution of $317,857 within 30 days of invoice. (b) Member shall pay Capital Contribution and Enhanced Service upon the receipt of invoice with supporting documentation from VRT. FY 2020 Capital Contribution and Enhanced Service will be no more than $419,000. Meridian City Council Meeting Agenda October 22, 2019 – Page 221 of 793 Page 4 of 5 (c) VRT shall provide Member a quarterly financial reconciliation and status report on capital, enhanced services or other special projects. (b) Payment shall be made directly 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 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 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 Meridian City Council Meeting Agenda October 22, 2019 – Page 222 of 793 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: I�{� Kio �I f Kelh Badesheim Executive Director City of Meridian: eer -- Mayor Page 5 of 5