Cooperative Agreement with Valley Regional Transit for Annual Assessment 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 11 day of
March, 2014 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 rovides 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 dues for its regular and special members, with dues for its
regular 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 $107,426 for Member to contribute for its annual dues and
fixed-route service contribution; Member has budgeted the same amount for its VRT annual dues
and fixed-route service contribution.
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eted 30 000 for Member to contribute for the Community Link
G. VRT has budg $ .
service for older adults and persons with disabilities. The Member portion
demand response
re resents a 20 ercent local match invoiced monthly on a per ride basis.
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H. Service contributions support the following modes:
Nam a Ex ress Service Routes 40 & 43): Operates between Nampa and Boise
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makin a limited number of desi Hated stops in Caldwell, Meridian, and Boise. The service
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Monda thru Frida from 5:35 A.M. to 6:25 P.M. The service generally utilizes 24
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assen er, 2 wheelchair capacity buses each equipped with a bicycle rack.
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m a Limited Sto Service Route 42): Operates between Nampa and Boise
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makin several desi Hated sto s in Nampa, Meridian, and Boise. The service operates Monday
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thru Frida from 5:35 A.M. to 8:27 P.M. The service generally utilizes 20 passenger, 2
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wheelchair capacity buses each equipped with a bicycle rack.
3 Community Link for Older Adults and Persons with Disabilities: Operates
within the City of Meridian as a purchase of service transportation network to serve
trans ortation needs of older adults and persons with disabilities. The service is a demand
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res onsive service o erated Monday through Friday as part of the Community Link network
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through the Meridian Senior Center. The service is reimbursed on a per ride basis.
AGREEMENT
NOW THEREFORE, in consideration of foregoing recitals, which are made a part of
this A reement and not mere recitals, and for other good and valuable consideration, the receipt
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and sufficiency of which are hereby acknowledged, it is mutually agreed as follows:
Section 1. Term
This A reement shall be in effect from the 1st day of October, 2013, and will terminate on
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the 30th day of September, 2014, 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
()
2014 in the amount of $107,426 in contribution to the costs of VRT and in support of
transportation services within the Nampa Urbanized.
b For Member to provide up to $30,000 in local match for Fiscal Year 2014. The
() .
tri s will be urchased on a per ride basis to support the Community Link transportation network
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for Older Adults and Persons with Disabilities. The Meridian portion is local match and covers
20 ercent of the ten dollar cost for each ride. Valley Regional Transit will cover 80 percent of
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the cost er ride with federal funds. VRT will provide monthly invoices indicating the number
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of trips completed in the billing period and Member portion of the cost of the trip.
Documentation of the number of rides being purchased will be included with each invoice.
Invoices will be submitted to the City of Meridian no later than 30 days after the end of each
monthly billing period.
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For VRT to use said annual dues for costs budgeted under its regional planning
(c)
and ro ram administration, and to use said service contribution for costs budgeted under its
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regional operating plan.
d . B October 31, 2014, VRT shall provide to Member an annual performance
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report on the services under this agreement.
Section 3. Compliance
VRT in usin said dues and service contributions, shall comply with all conditions
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re uired b a licable federal, state and local laws and regulations, and shall maintain, in
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accordance with enerally accepted accounting practices and principles, records and books o
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account regarding said dues and operating costs.
Section 4. Payment
a Member shall pay its annual dues and fixed-route service contribution up to the
()
aforesaid amount of $107,426 and up to $30,000 for Community Link services 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 1 OO
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
A reement on behalf of such party is, at the time of such execution, duly authorized to do so by
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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
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d The ca bons and headings in this Agreement are for reference only and shall not
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be deemed to define or limit the scope or intent of any of the terms, covenants, conditions or
agreements contained herein.
Page 3 of 4
This A reement is not intended to create, nor shall it in any way be interpreted or
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construed to create, an third party beneficiary rights in any person not a party hereto.
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This A reement shall be bindin on the parties hereto, and their successors and assigns.
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Section 6. Indemnification
To the extent ermissible b law, VRT shall indemnify, defend, protect and hold
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harmless Member and it's officers, agents and employees, from and against any and all
liabilities losses suits claims, 'ud ments, fines or demands arising by reason of injury or death
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of an erson or lama e to an roperty, including all reasonable costs for investigation and
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defense thereof includin but not limited to attorney fees, court costs, and expert fees), of any
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nature whatsoever collectively, "Claims") arising out of or incident to this Agreement, and any
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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
lama a ma occur, except to the extent any such Claims arise out of or are caused by the
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ne li ent or intentional act or omission of Member or its officers, agents and
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em to ees. Member shall give to VRT reasonable notice of any such Claims. VRT shal fY
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Member of the counsel to be used in carrying out its obligations hereunder. Member must state
an reasonable ob' ection that it may have regarding the use of said counsel. The provisions of
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this section shall be deemed to be a separate contract between the parties and shall survive the
ex iration or an default, termination or forfeiture of this Agreement, and any renewal or
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extension thereof. Notwithstanding anything to the contrary in the foregoing, Member s right to
indemnification ursuant to the foregoing shall be limited to indemnification for such Claims for
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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 rovided b VRT under this Agreement with all applicable federal, state, and local
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statutes, re ulations, and requirements, including, but not limited to, the Americans with Disabilities
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Act ADA . Notwithstanding anything to the contrary in the foregoing, (i) no employee or officer
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of VRT shall be ersonally liable to Member under this Agreement, (11} with respect to third
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art Claims, both VRT and Member expressly reserve any and all of the privileges and
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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.
Value Regional Transit:
City of Meridian:
~_ c.c ~ ~ CZ`s
Kelli Fairless
Executive Director
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' ment shall be bindin on the arties hereto, and their successors and assigns.
This Agree g p
Section 6. Indemnification
t ermissible b law, VRT shall indemnify, defend, protect and hold
To the eaten p y
and it's officers a ents and employees, from and against any and all
harmless Member, ~ g
' ' ' ' its claims 'ud ments, fines or demands arising by reason of injury or death
liabilities, losses, su , ~ g
lama a to an ro ert ,including all reasonable costs for investigation and
of any person or g y p p Y
f includin but not limited to attorney fees, court costs, and expert fees), of any
defense thereo ( g
ever collectivel "Claims" arising out of or incident to this Agreement, and any
nature whatso ( y~ )
' of and arisin out of or caused by the negligent or intentional acts or
renewal or extension there g
' f VRT it's officers a ents and employees, regardless of where the injury, death, or
omissions o ~ g
occur exce t to the extent an such Claims arise out of or are caused by the
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' intentional act or omission of Member or its officers, agents and
negligent or
ember shall ive to VRT reasonable notice of any such Claims. VRT shall notify
employees. M g
Member of the counsel to be used in carrying out its obligations hereunder. Member must state
1 ob'ection that it ma have re arding the use of said counsel. The provisions of
any reasonab e ~ y g
' ' n shall be deemed to be a se arate contract between the parties and shall survive the
this sectio p
' i n or an default termination or forfeiture of this Agreement, and any renewal or
expirat o y ~ i ht to
extension thereof. Notwithstanding anything to the contrary in the foregoing, Member s r g
' ification ursuant to the fore oin shall be limited to indemnification for such Claims for
indemn p g g
' h Member incurs actual liabilit or expense. The foregoing indemnification includes, without
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limitation an Claim arising out of or caused by the noncompliance of any services, programs, or
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' ' ' rovided b VRT under this A Bement with all applicable federal, state, and local
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es re lations and re uirements, including, but not limited to, the Americans with Disabilities
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ADA . Notwithstandin an 'n to the contrary in the foregoing, (i) no employee or officer
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T shall be ersonall liable to Member under this Agreement, (ii) with respect to third
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Claims both VRT and Member expressly reserve any and all of the privileges and
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immunities available to them, if an ,under Idaho law, and (ill) the agreement of VRT to ho
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less or indemni Member shall be limited to, and be payable only from, VRT s available
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insurance or self insurance covera e for liability assumed by contract available as a part of its
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general liability insurance program."
EXECUTED and effective as of the date first above written.
VALLEY REGIONAL TRANSIT
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BY:
Kelli Fairless, Executive Director
CITY OF MERIDIAN
BY:
Tammy de erd, Mayor
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Dated: ~} ~ `~ `~
Dated:
.,
Attest:
Jaycee L. Holman, City Clerk
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