Cooperative Agreement with Valley Regional Transit for Annual Dues and Service ContributionCOOPERATIVE AGREEMENT
BETWEEN
VALLEY REGIONAL TRANSIT
AND
CITY OF MERIDIAN
FOR
ANNUAL DUES
AND
SERVICE CONTRIBUTION
THIS COOPERATIVE AGREEMENT ("Agreement") is entered into this ~ day of
9-/~~r,vre-,~20 ~,~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 yeaz. First,
VRT budgets and establishes annual dues for its regulaz and special members, with dues for its
regulaz members calculated pursuant to a population based formula, and dues 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 $104,806 for Member to contribute for its annual dues and
service contribution; Member has budgeted the same amount for its VRT annual dues and
service contribution.
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G. Service contributions support the following modes:
1) Nampa Express Service (Routs 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.
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, 2012, and will terminate on
the 30th day of September, 2013, 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 dues and a service contribution to VRT for Fiscal Year
2013 in the amount of $104,806 in contribution to the costs of VRT and in support of
transportation services within the Nampa Urbanized.
(b) For VRT to use said annual dues 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 dues 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.
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Section 4. Payment
(a) Member shall pay its annual dues and service contribution up to the aforesaid
amount of $104,806 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 2"d 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
Attn: Bill Nary
33 East Idaho
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,
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
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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.
ValleyQRe~gio~nal Transit:
Kelli Fairless
Executive Director
City of Meridian:
~ ~~
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