HomeMy WebLinkAboutAda County for Detoxification CenterCERTIFICATE
STATE OF IDAHO )
ss
COUNTY OF ADA )
I, J. DAVID NAVARRO, Clerk of the District Court,.Ex-ofFcio Auditor and Recorder of
Ada County, do hereby certify that the annexed is a full, true, and correct copy of
Agreement #8459, establishing a joint powers entity, as it appears on file in the Auditor's Office,
Ada County, State of Idaho.
IN WITNESS WHEREOF, I have set my hand and affixed my official seal this
19th day of December 2008.
AVID NAVARRO
da County Clerk
RESOLUTION NO. Z03k3
BY TIDE COUNCIL: BiSTERFELDT, CLEGG, EBERLE, JORDAN,
SHEALY AND TIBBS
A. ~2ESOLYJT'ION APPROVING AN AGREEMENT ESTABLISHING A' .JOINT
POWERS ENTITY BY AND, BETWEEN CITY OF BOISE CITY, ADA COUNTY,. CITY
OF MERIDIAN, CITY OF EAGLE, AND STATE OF IDAHO, DEPARTMENT OF
~IEALTH AND WELFARE TO CREATE "TREASURE YA.LLEY'.S MEDTCA:LLY •
MONITORED IDETOXIFICATION/MENTAL, gEp~.I,Tg ~p~R~rION UNIT, A JOINT
POWERS ENTITY"; . AiJTHORIZING THE MAYOR AND :CITY CLERK TO
EXE~Ci7TE AND ATTEST SAID AGREEMENT ON BEHALF OF•B.OISE CITY; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of Boise has general police powers to promote and protect health,
safety, and public welfare for the community and is :specifically empowered by..the Idaho
Legislature to maintain and operate healthcare facilities under Idaho Code.Section 50-3QS;.and
WHEREAS, the City of .Boise. is in need of a`n integrated; non-hospital, soberiiig.and
rziedically monitored detoxification and mental health diversion unit that will be a single point .of
access. for indigent and low-income persons who are suffering feom psychiatrically or medically
.compromised conditiQris due to a mental health or substance abuse crisis or both; and
WHEREAS, increasing interdependence among local governments has,made it advisable
to .coordinate: certain ~oca1 government functions throughout the Treasure Valley; and
WHEREAS, it is the finding. of the City of Boise that entering into this Agreement, to
accomplish the purposes set forth in the Agreement, is a valid public purpose and necessary for
public health and safety.
NOW, THEREFORE; BE IT•RESOLVED BY THE MAYOR AND COUNCIL OF
THE CITY OF BODE CITY, IDAHO:
Section. 1. That the Agreement by and between the City of Boise~City, Ada County,' City
of ]yleridian, City of Eagle and State of Idaho, Department of Health and Welfare, a copy of said
R=434-08
Agreement being attached hereto and incorporated herein by reference, be, and. the same is
hereby, .approved ~as to both form and content:
Section 2. That the Mayor and City Clerk be, and they hereby are, authorized to
respectively execute and attest said Agx'eezim.ent for and on behalf of the City ofBoise City..
Section 3. That this Resolution shall be in fu11 force and effect immediately upon its
adoption and approval. ~ ~ .
ADOP.TED~.by the Council of the City of Boise,.Idaho, this 2nd .~ :day of ~ecemb~r~
2008.
APPROVED .by the.Mayor of the City of Boise, Idaho this 2nd
day ofDe~embe~
2008.
..APPROVED:
MAYOR David H. Bieter
ATTEST:
~~.
• `~Q!~,}
CITY E~2K John. E. Faw
AGREEMENT
ESTABLISHING A JOINT POWERS ENTITY
Pursuant to Sections 67-2326 through 67-2333, Idaho Code, this Agreement Establishing
~~
a Joint Powers Entity ("Agreement") is made and effective this ~ day of ~~~~2008,
by and between the governmental entities, cities, counties, and authorities named below
(collectively referred to herein as "Member Public Agencies"), exercising their constitutional,
statutory, and codified powers:
Ada County
City of Boise
City of Meridian
City of Eagle
State of Idaho, Department of Health and Welfare
RECITALS
WHEREAS, the Member Public Agencies, some of which are municipal corporations,
have general police powers to promote and protect health, safety, and public welfare for their
respective communities and are specifically empowered by the Idaho Legislature to maintain and
operate healthcare facilities under Idaho Code Section 50-305;
WHEREAS, the Member Public Agencies have certain duties and responsibilities and
authority, and it is recognized depending on the Member Public Agency and the authority
provided to that public agency by the Idaho Legislature, that all are in need of an integrated, non-
hospital, sobering and medically monitored detoxification and mental health diversion unit that
will be a single point of access for indigent and low-income persons primarily from the Treasure
Valley, who are suffering from psychiatrically or medically compromised conditions due to a
mental health or substance abuse crisis or both;
AGREEMENT ESTABLISHING A JOINT POWERS ENTITY -Page 1
C:\Documents and Settings\cowoodpa\Desktop\Agreement Establishing JPE l0.doc
WHEREAS, increasing interdependence among local governments has made it advisable
to coordinate certain local government functions throughout the Treasure Valley;
WHEREAS, the Member Public Agencies wish to make the most efficient use of their
powers by cooperating to their mutual advantage in coordinating local government functions
within the Treasure Valley;
WHEREAS, there is a demonstrated need for a Facility in the Treasure Valley to provide
short-term community based, non-hospital sobering and medically monitored detoxification and
sub-acute psychiatric crisis stabilization services in a safe, caring, and therapeutic environment;
WHEREAS, it is the desire of the Member Public Agencies that constructive and
workable policies and programs for meeting the common and individual problems and concerns
of the various Member Public Agencies will be most effectively and expeditiously fulfilled
through the operation of a Facility in the Treasure Valley;
WHEREAS, the Member Public Agencies desire to contract for the maintenance and
operation of a Facility in the Treasure Valley for their mutual benefit;
WHEREAS, it is the finding of each of the Member Public Agencies that entering into
this Agreement. to accomplish the purposes hereinafter set forth is a valid public purpose
and necessary for public health and safety;
WHEREAS, the Member Public Agencies have and possess the power and authority to
establish a separate legal entity without abrogating any privileges or immunities accorded to each
of them by law;
WHEREAS, the Member Public Agencies have and possess the power and authorization
to finance, organize, and establish a separate legal entity to select and contract with an Operator
and to oversee the maintenance and ongoing operation of a Facility in the Treasure Valley;
AGREEMENT ESTABLISHING A JOINT POWERS ENTITY -Page 2
C:\Documents and Settings\cowoodpa\Local Settings\Temporary lntemet Files\OLK110\Agreement Establishing JPE l0.doc
WHEREAS, the Member Public Agencies propose to join together to establish a joint
powers entity that will select an operator and oversee the maintenance and all things reasonably
necessary for the ongoing operation of the Facility in the Treasure Valley; and
WHEREAS, the Member Public Agencies have in common the responsibility for the
general welfare of the public to study, discuss, and recommend policies and solutions to problem
areas of direct concern to the performance of their respective constitutional and statutory powers
and responsibilities, and have the right to jointly exercise these powers and responsibilities and
expend public funds for these purposes.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein the Member Public Agencies agree as follows:
ARTICLE I
DEFII~TITIONS
1.01. As used in this Agreement, the following terms shall have the respective
meanings hereinafter set forth:
a) Actual Annual Contribution to Operations. Funds actually budgeted and
appropriated by each Member Public Agency, as determined by each Member Public Agency, in
its sole discretion, for the ongoing day-to-day operations of the Facility.
b) Agreement. This Agreement wherein the Member Public Agencies agree
to establish a joint powers entity ("JPE") that will select and contract with an Operator and
oversee the maintenance and ongoing operation of the Facility
c) Annual Proposed Contributions. An amount established by the Board
each fiscal year as a fee for continuing membership in the JPE, attributed to each of the Member
Public Agencies for the purpose of meeting the Annual Budget as established by the Board.
d) Annual Budget. The total amount established by the Board sufficient to
defray the ongoing day-to-day operating costs of the Facility each fiscal year.
e) Board. The governing body of the JPE.
f) Board Seat. A position on the Board occupied by a representative of each
of the Member Public Agencies designated to occupy that position by each of the respective
Signatories to this Agreement.
AGREEMENT ESTABLISHING A JOINT POWERS ENTITY -Page 3
C:\Documents and Settines\cowoodva\Local Settinss\Temnorarv Internet Files\OLK110\Agreement Establishing JPE l0.doc
g) Detoxification Area. A medically monitored area that will be used to
stabilize a chronic addict's/alcoholic's physical condition over an average period of three (3) to
five (5) days for the purpose of achieving longer-term sobriety in a safe environment. The
Detoxification Area will be located in an area that is separate and distinct from the Sobering
Station and the Sub-acute Psychiatric Crisis Stabilization Unit.
h) Eligible Recipients. Indigent and Non-incarcerated, low income persons,
primarily from the Treasure Valley, who require the level of care available at the facility, meet
admission criteria, and need sobering, detoxification, or stabilization in a community based non-
hospital setting, as a result of a drug or alcohol crisis, asub-acute psychiatric crisis, or both. To
be eligible for services the individual must have a desire to stop abusing alcohol or drugs and
have been unable to stop by using other, less restrictive options.
i) Facility. A community based, non-hospital, medically monitored and
licensed, integrated crisis center that will be a single point of access for Eligible Recipients who
need sobering, detoxification, or stabilization due to a drug or alcohol crisis, asub-acute
psychiatric crisis, or both. The Facility will include, at a minimum: (a) one (1) Sobering Station,
that will act as a safe environment for people whose impairment due to alcohol or drug use, with
or without a co-occurring serious mental illness, is judged to put themselves and the greater
community at risk; (b) an eighteen (18) bed medically monitored Detoxification Area that will be
used to stabilize a chronic addict's/alcoholic's physical condition, with or without a co-occurring
serious mental illness, over an average period of three (3) to five (5) days; and (c) an eight (8)
bed medically monitored Sub-acute Psychiatric Crisis Stabilization Unit designed to address sub-
acute psychiatric instability, with or without a co-occurring impairment due to alcohol or drug
use, over an average period of three (3) to five (5) days. The Facility will be approximately 9,300
square feet and have an initial capacity of 26 beds with the ability to expand to 48 beds.
j) Fiscal Year. The period from October 1 through September 30.
k) Grants. Federal or local grants that will be used to construct, build,
operate, or maintain the Facility.
1) Joint Powers Entity ("JPE"). A separate legal entity established by the
Member Public Agencies under Sections 67-2326 through 67-2333, Idaho Code, of unlimited
duration, with jurisdiction in the state of Idaho. The full legal name of the separate entity is the
"Treasure Valley's Medically Monitored Detoxification/Mental Health Diversion Unit, a joint
powers entity."
m) Member Public Agencies. The governmental entities, state, cities,
counties, and authorities who are Signatories to this Agreement.
n) Operator. A third-party contractor selected by the Board that will
maintain and conduct the ongoing day-to-day operations of the Facility. The Operator may be a
Member Public Agency that is also a Signatory to this Agreement.
o) Signatories. The governmental entities, state, cities, counties, and
authorities that have entered into this Agreement or who may hereafter enter into this
Agreement.
AGREEMENT ESTABLISHING A JOINT POWERS ENTITY -Page 4
C:\Documents and Settines\cowoodpa\Local Settings\Temporary Internet Files\OLK110\Agreement Establishing JPE l0.doc
p) Sobering Station. An area, in close proximity to the medically monitored
detoxification center, where Eligible Recipients admitted to the Sobering Station are allowed to
achieve short-term sobriety in a safe environment.
~ Sub-acute Psychiatric Crisis Stabilization Unit. An area consisting of four
(4) semi-private bedrooms (two (2) clients per bedroom) designed to address psychiatric
instability, with or without a co-occurring impairment due to alcohol or drug use, over an
average period of three (3) to five (5). The Sub-acute Psychiatric Crisis Stabilization Unit will be
located in an area that is separate and distinct from the Detoxification Area and the Sobering
Station.
r) Treasure Valley. For purposes of this Agreement, the term "Treasure
Valley" means the 4th Judicial District of the State of Idaho and includes Ada County, Valley
County, Elmore County, and Boise County.
ARTICLE II
CREATION OF THE JPE -POWERS AND DUTIES
2.01. Upon the effective date of this Agreement, the Member Public Agencies, acting as
the organizers under the Sections 67-2326 through 67-2333, Idaho Code, hereby establish the
JPE, a separate legal entity of unlimited duration with jurisdiction in the state of Idaho, and with
the rights, duties, and obligations set forth in this Agreement and the Grants.
2.02. The full legal name of the separate entity is the "Treasure Valley's Medically
Monitored Detoxification/Mental Health Diversion Unit, a joint powers entity."
2.03. The JPE is a joint powers entity organized and existing under Sections 67-2326
through 67-2333, Idaho Code. The purpose of the JPE is to select and contract with an Operator
and to oversee the ongoing operation of the Facility consistent with the rights, duties, and
obligations set forth in this Agreement and the Grants.
2.04. The initial Member Public Agencies of the JPE are the Signatories to this
Agreement and include the City of Boise, Ada County, City of Meridian, City of Eagle, and the
State of Idaho, Department of Health and Welfare.
AGREEMENT ESTABLISHING A JOINT POWERS ENTITY -Page 5
C:\Documents and Settings\cowoodpa\Local Settings\Temporacy Internet Files\OLK110\Agreement Establishing JPE l0.doc
2.05. The business of the JPE will be managed by a board of directors. Subject to the
rights, duties, and obligations set forth in this Agreement and the Grants, the JPE, through its
Board, shall possess in its own name and the Member Public Agencies delegate to it, the
following enumerated powers:
a) To make and enter into contracts consistent with this Agreement and the
Grants.
b) To select, appoint, and contract with an Operator that will operate and
maintain the Facility.
c) To the extent permitted by Article 8, § 4 of the Idaho Constitution or
appropriate statutory provisions, to receive compensation, gifts, contributions, and donations of
property, funds, services, and other forms of financial assistance from persons, firms,
corporations, and any governmental entity to oversee and contract for the operation or
maintenance of the Facility.
d) To sue and be sued in its own name.
e) To apply for an appropriate grant or grants under any federal or local
programs.
f) To adopt rules, regulations, policies, by-laws, and procedures to operate or
maintain the Facility.
g) To add Member Public Agencies to the JPE and as Signatories to this
Agreement, as approved by the Board.
h) To execute agreements and resolutions consistent with the terms of this
Agreement and the Grants.
i) To appoint officers or agents.
j) To purchase, sell, encumber, and lease real property
k) To incur obligations or borrow funds on behalf of the JPE to the extent
permitted by Article 8, § 3 of the Idaho Constitution or appropriate statutory
provisions; and to purchase, sell, or lease equipment, machinery, and personal
property.
1) To invest funds as allowed by Idaho statutes.
m) To annually elect a chairman and vice-chairman, and such other officers as
the Board deems appropriate, with each officer serving until his successor is
elected.
AGREEMENT ESTABLISHING A JOINT POWERS ENTITY -Page 6
C:\Documents and Settines\cowoodpa\Local Settings\Temporary Fntemet Files\OLK110\A~reement Establishing JPE l0.doc
n) To create and consult with committees and to establish special task forces,
standing committees and steering committees composed of representatives as
designated by the Board for consideration of general and specific problems that
are identified by the Board.
o) To make, alter, amend, repeal or establish such by-laws, rules and
regulations governing its own conduct and procedures and the powers and
duties of its officers, not inconsistent with this Agreement.
p) To cover the liability of the JPE through the purchase of insurance or the
appropriate contractual transfer of risk.
q) To provide Member Public Agencies with an annual report of operations
and financial affairs of the JPE.
2.06. Said powers shall be exercised within the budgetary limits and procedures set
forth in this Agreement and in the manner provided by Idaho law, including, without limitation,
the Joint Exercise of Powers provisions of Sections 67-2326 - 2333, Idaho Code.
2.07. With the exception of the building, fixtures, and real estate which will be owned
by the Boise City Housing Authority, an ex-offico member of the Board, all other property
whether real or personal, purchased by the JPE, shall be owned and controlled by the JPE as its
sole and separate property and not as property of any Member Public Agency. The building will
be leased by the Operator from the Boise City Housing Authority and operated and maintained
on a day-to-day basis by the Operator.
2.08. The JPE shall operate as a separate legal entity and incur debt, separate and apart
from the Member Public Agencies. Any and all debts, obligations, and liabilities that the Board
incurs are its own and not that of the Member Public Agencies, except as specifically provided
for herein.
2.09. The Board shall approve rules, regulations, policies, by-laws, and procedures,
including scope of work and request for proposal ("RFP") terms and conditions that will be
utilized by the JPE in the selection of the Operator. Subject to approval by the Division of
AGREEMENT ESTABLISHING A JOINT POWERS ENTITY -Page 7
C:\Documents and Settines\cowoodoa\Local Settines\Temnoraxv Internet Files\OLK110\Agreement Establishing JPE IO.doc
Purchasing, the scope of work and terms and conditions of the RFP shall be jointly developed by
an executive committee of the Board in accordance with administrative procedures set forth in
Title 67, Chapter 28, Idaho Code. For purposes of convenience, Ada County has agreed to act as
an agent of the Board in publishing the RFP, soliciting bids, collecting proposals and
disseminating information to the other Member Public Agencies.
ARTICLE III
ORGANIZATION
3.01. The JPE shall be managed by a board of directors. The Board shall be comprised
of representatives of the original five (5) Member Public Agencies and designated
representatives of any additional public agencies subsequently approved by the Board to become
members of the JPE under Section 6.01. Notwithstanding the fund contributing requirements of
Section 3.03, upon the effective date of this Agreement, a representative of the Boise City
Housing Authority will become an ex-officio non-voting member of the Board. Board members
shall have voting rights in the direct proportion that each Member Public Agency's Actual
Annual Contribution to Operations for the fiscal year bears to the total Actual Annual
Contribution to Operations of all Member Public Agencies for the same fiscal year ("weighted
votes").
3.02. The names and agency affiliations of the individuals constituting the initial Board
and who are to serve until their successors are elected and qualify are:
POSITION AGENCY
~ C ~ ~~
~~ ~~ ~
en a State of Idaho, Department of Health and Welfare
Mayor Dave Bieter City of Boise
Commissioner Yza uirre Ada County
Mavor Taxnmy de Weerd Citv of Meridian
Mavor Phil Bandy City of Eas;le
AGREEMENT ESTABLISHING A JOINT POWERS ENTITY -Page 8
n:lhousing\joint powers agreemt detox facility (11-26-08) l0.doc
3.03. In order to ensure cooperation and efficiency with other fund contributing
interested parties in the Treasure Valley, who do not have a conflict of interest with the JPE or
the operation of the Facility, the Board, in its discretion, may also elect ex-officio, non-voting
members to the Board.
3.04. Board members shall not receive compensation for their service on the Board, but
may be reimbursed by the JPE for reasonable expenses incurred in conducting the business of the
Board when the expenses are not paid for or reimbursed by the employing Member Public
Agencies.
3.05. The principal office of the JPE shall be established by the Board and shall be
located within the County of Ada, City of Boise. The Board may change the principal office
from one location to another within the County of Ada. Any change of address shall be noted by
the Board but shall not be considered an amendment to this Agreement.
3.06. The Board shall meet at a location as may be designated by the Board. The time
and place of regular meetings of the Board shall be determined by resolution adopted by the
Board. A copy of such resolution shall be furnished to the Member Public Agencies.
3.07. ]n addition to regular meetings, the -Board shall have an annual meeting at a
location as maybe designated by the Board on the second Monday of January of each year, or at
such other time as the Board shall announce at least thirty (30) days in advance, for the purpose
of setting the Annual Budget, electing officers and for the transaction of such other business as
may come before the Board. Notice of the annual meeting shall be given to all directors of the
Board in accordance with Section 8.02.
3.08. Except as otherwise provided herein, a simple majority of the voting Board Seats
present at a properly noticed meeting, shall constitute a quorum for purposes of transacting
business.
AGREEMENT ESTABLISHING A JOINT POWERS ENTITY -Page 9
C::\nncuments and Settines\cowoodna\Local Settines\Temuorarv Internet Files\OLK110\Aezeement Establishing JPE l0.doc
3.09. Except as otherwise provided in this paragraph, a majority of the weighted votes
of a quorum may adopt any motion, resolution, or order and take any other action appropriate to
carry forward the objectives of the JPE pursuant to this Agreement:
a) Atwo-thirds (2/3) vote of all the weighted votes is required for the selection of
the Operator;
b) Atwo-thirds (2/3) vote of all the weighted votes is required for approval of the
Annual Budget as outline in Section 4.04 of this Agreement;
c) Atwo-thirds (2/3) vote of all the weighted votes is required for any material
change to this Agreement;
d) Atwo-thirds (2/3) vote of all the weighted votes is required to terminate this
Agreement;
e) Atwo-thirds (2/3) vote of all the weighted votes is required to add new Member
Public Agencies to the JPE; and
f) Atwo-thirds (2/3) vote of all the weighted votes is required for expenditures in
excess of those budgeted.
3.10 The Board shall designate a recording secretary to establish, distribute, and post
agenda notices as required by law, keep the minutes of all open meetings of the Board, and cause
a copy of such minutes to be forwarded to each Member Public Agency within a reasonable time
after each meeting.
3.11. The Board shall elect a Chair and Vice-Chair on an annual basis for the purpose
of conducting Board meetings and performing other duties as may be required. In order to be
elected as Chair or Vice-Chair, the individual must be a designated representative of a Member
Public Agency with voting rights. The Vice-Chair may carry out all the duties of the Chair in his
absence.
AGREEMENT ESTABLISHING A JOINT POWERS ENTITY -Page 10
C:\Documents and Settings\cowoodpa\Local Settings\Temporazy Internet Files\OLK110\Agreement Establishing JPE l0.doc
3.12. The names and titles of the individuals constituting the initial officers and who are
to serve until the first annual meeting of the Board held under the provisions of this Agreement
are:
NAME
TITLE
Chairman
Vice-Chairman
3.13. The Board may appoint an executive committee of not fewer than two voting
Board members to serve at its pleasure, to act for it with respect to specifically delegated
functions as established and set forth in the bylaws of the JPE.
3.14. The Board will select, appoint, and contract with an Operator.
3.15. All of the privileges and immunities from liability, exemption from laws,
ordinances and rules, all relief, pension, disability, worker's compensation, and other benefits
which apply to the activities or omissions of officials, officers, employees, volunteers, or agents
of any of the Member Public Agencies when performing their respective functions for their
respective Member Public Agency shall apply to such person(s) to the same degree and extent
while they are assigned to the Board to perform and are performing any of the fixnctions and
other duties of the Board pursuant to authority granted by this Agreement. None of the officials,
officers, .agents, volunteers, or employees of a Member Public Agency appointed to the Board or
performing services at the direction of the Board shall be deemed by reason of their appointment
or service to be employed by any of the other Member Public Agencies, the Operator, or the
Board or be subject to any of the requirements of the other Member Public Agencies.
3.16. All meetings of the Board shall be governed under the provisions of the "Idaho
Open Meeting Law," Idaho Code §§ 67-2340-2345.
AGREEMENT ESTABLISHING A JOINT POWERS ENTITY -Page 11
C:11)ocuments and Settings\cowoodpa\Local Settings\Temporary Internet Files\OLK110\Agreement Establishing JPE l0.doc
3.18. All records of the JPE shall be maintained and provided and be subject to
disclosure under the provisions of the Public Records Act, Idaho Code Sections 9-337 through
347.
ARTICLE IV
BUDGET AND DISBURSEMENTS
4.01. The Member Public Agencies have previously agreed to fund on a shared basis,
through grants to the Boise City Housing Authority, the costs of acquiring real property and
constructing the Facility through budgetary appropriations as follows:
a) Department of Health and Welfare, State of Idaho - $500,000 Grant to
Boise City Housing Authority.
b) County of Ada - $250,000.
c) The City of Boise - $1,035,000 CDBG Grant to the Boise City Housing
Authority and devise of the real property located at 324 North Allumbaugh, Boise, Idaho.
d) Boise City Housing Authority - $7,500.
4.02. Once construction is completed and the Facility is available to provide services to
Eligible Recipients, the Member Public Agencies have agreed to request appropriations for the
first fiscal years' Actual Annual Contribution to Operations prorated to the date within the Fiscal
Year that the Facility is available to provide services as follows:
a) Department of Health and Welfare, State of Idaho - $900,000 to be used to
operate an eight (8) bed psychiatric unit to provide stabilization and medical care to psychiatric
patients suffering from asub-acute mental health crisis for an average length of stay of 3 to 5
days.
b) County of Ada - $250,000
c) The City of Boise - $240,000
d) The City ofEagle - $16,000
e) The City ofMeridian - $52,000
AGREEMENT ESTABLISHING A JOINT POWERS ENTITY -Page 12
C:\Documents and Settings\cowoodpa\I.ocal Settings\Temporary Internet Files\OLK110\Agreement Establishing JPE l0.doc
4.03. In ensuing fiscal years, each Member Public Agency will determine, in its sole
discretion, whether and in what amount it will request an appropriation for an Actual Annual
Contribution to Operations. Each Member Public Agency's Actual Annual Contribution to
Operations of the Facility is contingent upon appropriation by the governing body of each
Member Public Agency of sufficient funds for that purpose. Each Member Public Agency retains
the right to cease appropriations for the operations and maintenance of the Facility at the end of
any fiscal year as .determined by their respective governing authorities, provided, however, that a
decision to cease appropriations shall be subject to the terms of Sections 6.02 and 6.05 below.
4.04. At the conclusion of each fiscal year, the Operator shall make a report to the
Board regarding the excess or deficiency of revenues over (or under) expenditures. Such report
shall include "budget to actual" comparisons based upon the previously adopted Annual Budget.
The Operator shall prepare annually a proposed budget for the ensuing fiscal year that shall be
submitted to the Board for consideration at least sixty (60) days prior to the Board's annual
meeting. The Board shall review the proposed budget and shall approve and adopt an Annual
Budget at the Board's annual meeting for the next Fiscal Year based upon the Operator's
recommendations and pursuant to procedures developed by the Board. The Annual Budget shall
set the Annual Proposed Contribution for each of the Member Public Agencies. The basis upon
which each Annual Proposed Contribution is determined shall be set forth in the bylaws of the
Association, provided that the Annual Proposed Contribution for the City of Meridian shall be
calculated as a per capita fee of no more than one dollar ($1.00) applied to the most current City
Limit Population Estimate published by the Community Planning Association of Southwest
Idaho.
4.05 All funds received by the Board, will be placed in an object interest bearing
account, managed and held in trust by Ada County on behalf of all the Member Public Agencies.
AGREEMENT ESTABLISHING A JOINT POWERS ENTITY -Page 13
C'~\i)ncuments and Settines\cowoodna\Local Settines\Temnorazv Internet Files\OLK110\Aereement Establishine JPE l0.doc
The receipt, transfer, or disbursement of such funds during the term of this Agreement shall be
accounted for in accordance with generally accepted accounting principles. There shall be strict
accountability of all funds. All revenues and expenditures shall be reported to the Board on a
quarterly basis, unless otherwise required by the Board.
4.06. All expenditures within the approved Annual Budget shall be made upon the
approval of the Board in accordance with the rules, policies, and procedures adopted by the
Board. No expenditure in excess of those budgeted shall be made without first .obtaining
approval from the Board upon atwo-thirds (2/3) vote of all the weighted votes and the budget
shall thereafter be revised and amended.
4.07. The records and accounts of funds held by Ada County shall be audited annually
by an independent certified public accountant and any cost of the audit shall be paid by the JPE.
Copies of such audit report shall be filed with each Member Public Agency no later than fifteen
(15) days after receipt of said audit by Ada County.
ARTICLE V
LL~BILITIES
5.01. Except as provided in Section 5.05, the Member Public Agencies intend to be
fully protected from any loss, injury, liability, damage, claim, lawsuit, cost, or expense arising ,
out of, or in any way related to, the performance of this Agreement. Accordingly, the provisions
of this Agreement should be broadly construed in favor of protection for the Member Public
Agencies and interpreted to provide the fullest possible protection to the Member Public
Agencies and Member Public Agency's officials, officers, agents, volunteers, and employees.
5.02. The Member Public Agencies intend to contract with an Operator that agrees to
be solely responsible for and retain all debts, liabilities, and other obligations for all activities of
the Facility. Further, the Operator must maintain sufficient insurance coverage in effect at all
AGREEMENT ESTABLISHING A JOINT POWERS ENTITY -Page 14
(•\llnnnmrnts and Crttinos\rnwnndna\Tnral Settinus\Temnoraty Tnternet Files\nT,K110\Aereement Establishine 7PE l0.doc
times to cover any such claim, loss, liability, or obligation, as recommended by and approved by
the Board.
5.03. Except as provided in Section 5.05, the Member Public Agencies intend to
contract with an Operator that agrees to protect, defend, indemnify, and hold free and harmless
the Member Public Agencies, the JPE, the Board, and their respective elected and appointed
boards, officials, officers, agents, volunteers, and employees from and against any and all
liabilities, damages, loss, cost, claims, expenses, actions, or proceedings of any kind or nature
caused by the Operator or employees of Operator, including, but not by way of limitation, injury
or death of any person, injury or damage to any property, including consequential damages and
attorney's fees and costs, resulting or arising out of or in any way connected with the negligent
acts or failure to act in the course and scope of carrying out their responsibilities in the
performance of their duties. In addition, and without limiting the foregoing indemnification
obligation, the Operator must maintain sufficient insurance coverage in effect at all times as
recommended by the Board, to cover any such damage claim, loss, cost, expense, action,
proceeding, liability, or obligation which insurance must also identify the Member Public
Agencies and JPE as additional insureds and loss payees.
5.05. Member Public Agencies shall be responsible for the continued provision of
worker's compensation coverage for the officers or employees of the Member Public Agencies
that serve as Board members. In this regard, each Member Public Agency shall defend,
indemnify, and hold harmless the Operator and any other Member Public Agencies, and their
respective officials officers, employees, contractors, agents, and representatives with respect to
any claim, loss, liability, damage, lawsuit, cost, or expense, including attorney's fees and costs,
that arises out of, or is in any way related, to any industrial/worker compensation injury
AGREEMENT ESTABLISHING A JOINT POWERS ENTITY -Page 15
~:\Documents and Settines\cowoodna\Local Settines\Temporarv Internet Files\OLK110Wgreemeat Establishing JPE l0.doc
sustained by an officer or employee of the indemnifying Member Public Agency during the
performance of service on the Board under this Agreement.
5.06. The Member Public Agencies will contract with an Operator that agrees to
employ the principles of sound risk management in its operations. Risks of loss shall be
identified, evaluated, and treated in a manner that protects the JPE, the Board, and each Member
Public Agency from adverse financial consequences. This maybe accomplished in part through
the purchase of appropriate commercial insurance.
5.07. The Operator shall act in an advisory capacity to the Board to provide guidance in
the area of risk management, loss control, insurance procurement, and claims management. The
Operator will be responsible for maintaining the original insurance policies and other risk
management and insurance documents. Copies of the original insurance policies and other risk
management and insurance documents must be provided to the Board within 10 days of
executing the contract identified in Paragraph 5.06.
5.08. During the term of this Agreement, the Member Public Agencies will contract
with an Operator that agrees to purchase and maintain sufficient amounts of commercial
insurance coverage. The types, limits, retention levels, deductibles, policy forms, and carriers
providing the above required insurance coverage's shall be recommended by the Operator to the
Board for its approval, consistent with this Agreement. The Board may also seek other input
prior to making the insurance requirement determination.
5.09 Ada County shall protect, defend, indemnify, and hold free and harmless the other
Member Public Agencies and their respective elected and appointed boards, officials, officers,
agents, volunteers, and employees from and against any and all liabilities, damages, loss, cost,
claims, expenses, actions, or proceedings of any kind or nature caused by Ada County or
employees of Ada County, including, but not by way of limitation, injury or death of any person,
AGREEMENT ESTABLISHING A JOINT POWERS ENTTTY -Page 16
C:\Documents and Settings\cowoodpa\Iacal Settings\Temporary Internet Files\OLK110\Agreement Establishing JPE l0.doc
injury or damage to any property, including consequential damages and attorney's fees and costs,
resulting or arising out of or in any way connected with the negligent acts or failure to act in the
course and scope of carrying out the responsibilities in the performance of its duties to the JPE
under Sections 2.08 and 4.05.
ARTICLE VI
ADMISSION AND WITHDRAWAL OF MEMBER PUBLIC AGENCIES
6.01. Additional public agencies may become signatories to this Agreement and
Member Public Agencies of the JPE upon such terms and conditions as are determined by the
Board and upon atwo-thirds (2/3) vote of all the weighted votes.
6.02. Subject to paragraph 6.05, Member Public Agencies have the right to voluntarily
withdraw from this Agreement, the JPE, or the Board at any time, in their sole discretion.
6.03. Member Public Agencies shall involuntarily withdraw from this Agreement and
resign from the JPE and the Board, when a Member Public Agency fails to duly budget and
appropriate, from revenues legally available to it for the ensuing fiscal year, its Annual Proposed
Contribution. With the exception of the State of Idaho, Department of Health and Welfare, each
Signatory's annual renewal of this Agreement shall be deemed to be exercised by a Member
Public Agency upon the adoption by September 15 of any year, of a budget for the ensuing fiscal
year, duly budgeting and appropriating the amount of money required to meet the Annual
Proposed Contribution established by the Board for the ensuing fiscal year. The State of Idaho,
Department of Health and Welfare's annual renewal of this Agreement shall be deemed to be
exercised upon the adoption by the Legislature and signature of the Governor of any year, of a
budget of the ensuing fiscal year, duly budgeting and appropriating the amount of money
required to meet the Annual Proposed Contribution payable by the State of Idaho established by
the Board for the ensuing fiscal year. Within twenty (20) days following the adoption of a
AGREEMENT ESTABLISHING A JOINT POWERS ENTITY -Page 17
C:\Documents and Settings\cowoodna\Local Settings\Temnorarv Internet Files\OLK110Wgreement Establishing JPE l0.doc
budget duly budgeting and appropriating said funds of the ensuing year, each Signatory shall
deliver to the Board a written statement certifying that it has duly budgeted and appropriated said
funds for the ensuing fiscal year, which written statement shall be accompanied by a copy of the
budget so adopted and a certified copy of the resolution or other official action of the governing
board or authorized executive adopting said budget and appropriating said funds. The due
appropriation of funds as aforesaid shall constitute a valid and enforceable obligation of the
Signatory for the payment of such fields for the ensuing fiscal year for purposes specified.
6.04. In the case of a voluntary withdrawal, written notice shall be given at least sixty-
days (60) days prior to the effective date of withdrawal except that such notice requirement may
be shortened (i) by unanimous approval of the Board members present at the meeting at which
the Board considers shortening the notice requirement, or (ii) upon breach of this Agreement by
the Board or any Member Public Agency, in which case the withdrawing Member Public
Agency may withdraw effective at any time.
6.05. Neither voluntary nor involuntary withdrawal shall relieve the withdrawing
Member Public Agency of its obligations for Actual Annual Contributions to Operations already
appropriated in the fiscal year prior to the effective date of the Member Public Agency's
withdrawal.
ARTICLE VII
TERMINATION AND DISPOSITION OF ASSETS
7.01. The JPE shall continue to exist and exercise the powers herein until this
Agreement is terminated by a vote of two-thirds (2/3) of all the weighted votes; provided,
however, that no termination shall be complete and final until the Operator has satisfactorily
disposed of all financial obligations and claims, distributed all assets, and performed all other
functions deemed necessary by the Board to conclude the affairs of the Association.
AGREEMENT ESTABLISHING A JOINT POWERS ENTITY -Page 18
C:\Documents and Settings\cowoodpa\Local Settings\Temporary Internet Files\OLK110Wgreement Establishing JPE l0.doc
7.02. Termination shall occur upon:
a) The written consent oftwo-thirds (2/3) of all the weighted votes; or
b) Upon the withdrawal from the Board of a sufficient number of the
Member Public Agencies that results in a lack of effectiveness as determined by atwo-thirds
vote of the remaining Board members;
7.03. In the event of the termination of this Agreement, any funds remaining following
the discharge of all obligations shall be disposed of by returning to each current Member Public
Agency of the Association. immediately prior to the termination of this Agreement, a share of
such funds proportionate to the contribution made to the Association by said Member Public
Agency in the fiscal year immediately prior to the termination of this Agreement.
7.04. Notwithstanding any other provisions of the Agreement, the Member Public
Agencies agree to abide by the following procedure for selling of assets in the event the
Agreement is terminated unless an alternate method of dissolution is required by the funding or
origin or otherwise by law. The assets shall be given a fair market value by an appraiser agreed
upon by the Board. Before the assets are sold on the open market, the Member Public Agencies
each shall have the right to purchase the equipment at a price and under terms as agreed upon by
the Board which may include a financing arrangement for the purchaser to allow for a transition
period after the termination of this Agreement. If an agreement cannot be reached concerning a
purchase of the assets, then they shall be sold on the open market. Proceeds from the sale of
assets upon termination of the Agreement shall be distributed to the Member Public Agencies in
a manner consistent with the cost-sharing format outlined in Paragraph 7.03 of this Agreement.
ARTICLE VIII
NII5CELLANEOUS
8.01. This Agreement may be materially amended upon atwo-thirds (2/3) vote of all
the weighted votes; provided, however, that no amendment may be made that would adversely
AGREEMENT ESTABLISHING A JOINT POWERS ENTITY -Page 19
C:\Dacuments and Settings\cowoodpa\I,ocal Settings\Temporary Internet Files\OLK110\tlgreement Establishing JPE l0.doc
affect the interests of the owners of bonds, letters of credit, or other financial obligations of the
Association.
8.02. Any notice or instrument required to be given or delivered shall be provided by
depositing the same in any United States Post Office, registered or certified, postage prepaid,
addressed to the Member Public Agencies, at the following address:
8.02.1 Ada County
Attn. Board of Ada County Commissioners
200 W. Front
Boise, ID 83702
8.02.2 City of Boise
150 N. Capitol Blvd.
P.O. Box 500
Boise, ID 83701
8.02.3 City of Eagle
310 E. State Street
P.O. Box 477
Eagle, ID 83616
8.02.4 City of Meridian
33 E. Idaho
Meridian, ID 83642
8.02.5 Boise City Housing Authority
1276 River Street, Suite 300
Boise, ID 83702
8.02.6 Director, Department of Health and Welfare
450 West State Street
Boise, ID 83720-0036
Any notice so given shall be deemed to have been received by the Member Public Agency to
whom the same is addressed at the expiration of five (5) days after deposit of the same in the
United States Post Office. Any Member Public Agency may change the address or designee to
whom notices shall thereafter be given upon five (5) days prior written notice to the other
Member Public Agencies in the manner set forth in above.
AGREEMENT ESTABLISHING A JOINT POWERS ENTITY -Page 20
C:\Documents and Settings\cowoodpa\Local Settings\Temporary Internet Files\OLK110Wgreement Establishing JPE l0.doc
8.03. This Agreement shall be effective upon the date stated on page one of this
Agreement.
8.04. Member Public Agencies by being Signatories to this Agreement, do not waive
any immunities or limitations of liability provided to them, the state of Idaho or their respective
employees by any law of this state or nation. No official, officer or employee of the Operator or
any Member Public Agency shall have any fmancial interest, direct or indirect, in the JPE or the
Facility. Nor shall any such officer or employee participate in any decision relating to the JPE or
the Facility that affects his or her financial interests or those of a corporation, partnership, or
association in which he or she is directly or indirectly interested, in violation of any State law or
regulation.
8.05. Any unresolved controversy or claim between any Member Public Agencies, or
between any such Member Public Agency or Member Public Agencies and the Operator, or to
any claims, disputes, demands, differences, controversies, or misunderstandings arising under,
out of, or in relation to this Agreement, shall be submitted to mediation. The Member Public
Agency desiring to initiate mediation shall give notice of its intention to every other Member
Agency and the Operator. Such notice shall designate such other Member Public Agencies a.s the
initiating Member Public Agency intends to have bound by any award made therein. Each
Member Public Agency involved in the mediation shall bear its own legal costs, including
attorney fees.
8.06. If any one or more of the terms, provisions, sections, promises, covenants or
conditions of this Agreement shall to any extent be adjudged invalid, unenforceable or void for
any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms,
provisions, sections, promises, covenants and conditions of this Agreement shall not be affected
thereby and shall be valid and enforceable to the fullest-extent permitted by law.
AGREEMENT ESTABLISHING A JOINT POWERS ENTITY -Page 21
n:\housing\joint powers agreemt detox facility (11-26-08) l0.doc
8.07. This Agreement shall be binding upon and shall inure to the benefit of the
successors of the Member Public Agencies hereto.
8.08. A Member Public Agency shall not assign any rights or obligations under this
Agreement without the written consent of all other Member Public Agencies.
8.09. The governing authorities of the Member Public Agencies enumerated herein
have each authorized execution of this Agreement, as evidenced by the authorized signatures
below, respectively.
8.10. This Agreement, supersedes any and all other agreements whether oral or written,
between the Signatories hereto with respect to the subject matter hereof and contains all of the
covenants and agreements between the parties with respect to said matter, and each party to this
Agreement acknowledges that no representations, inducements, promises, or agreements, orally
or otherwise, have been made by any party, or anyone acting on behalf of any party, which are
not embodied herein, and that any other agreement or modification of this Agreement shall be
effective only if executed in writing and signed by the all the Member Public Agencies, hereto.
8.11. This Agreement is perpetual unless terminated or dissolved as hereinbefore
provided.
8.12. This Agreement shall be governed and interpreted in accordance with the laws of
the State of Idaho.
8.13. It is anticipated that there will be other public agencies joining as Member Public
Agencies of the JPE who will be required to sign as Signatories to this Agreement as a joint
exercise of their powers and there shall be prepared a separate signature page for each such
public agency, the original of which shall upon approval of the Board be appended to this
Agreement.
AGREEMENT ESTABLISHING A JOINT POWERS ENTITY -Page 22
C:\Documents and Settings\cowoodpa\L,ocal Settings\Temporary Internet Files\OLK110Wgreement Establishing JPE l0.doc
CITY OF BO
By:
Dave Bieter, Mayor
ADA COUNTY
By:
Fred Tilman, Chairman
By:
/~~1L ~:: Ll~. l
Paul Woods, Commissioner
Dated:
Dated: ~~'I ~/
Dated: --~ 7i Q
BY~ Dated: ~ ~I~~®~
Rick Yzaguirre, 'ssioner
p ~/~,
CITY OF EAGLE
BY~ Dated: _ L "Z o G ~/ d~
Phil Bandy, Mayor
CITY OF MERIDIAN
By: ~~~,.,~~
Tammy eerd, Mayor ~•~~~*~
~_ ~ _
STATE OF IDAHO '~ r""' "~ ~~" `= ~ -~ Z'i74-
DEPARTMENT OF HEALTH AND WELFARE y ~o`~
' ~ 4
Y -_. _ D'~tL~.
Richard M. Armstrong, Director
ii., .-
AGREEMENT ESTABLISHING A JOINT POWERS ENTITY -Page 23
C:\Documents and Settings\cowoodpa\Local Settings\Temporary lntemet Files\OLK110Wgreement Establishing JPE l0.doc