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AGREEMENT FOR SHARING MAINTENANCE COSTS FOR THE LATAH TRAIL THIS AGREEMENT FOR SHARING MAINTENANCE COSTS FOR THE LATAH TRAIL (hereinafter "Agreement") is entered into by Latah County, Idaho, a governmental entity which is a political subdivision of the State of Idaho (hereinafter "County"): the City of Moscow, Idaho, a municipal corporation of the State of Idaho (hereinafter "Moscow); the City of Troy, a municipal corporation of the State of Idaho (hereinafter "Troy''); and the University of Idaho, a state educational institution and body politic of the State of Idaho (hereinafter all hereinafter singly "Entity'' and jointly ''Entities:· W I T N E S S E T H: WHEREAS, the establishment and availability of outdoor recreation facilities, including bicycle/pedestrian paths in the Entities· respective jurisdictions, improve the quality of life in Latah County and surrounding area; and WHEREAS, the Latah Trail (hereinafter "Trail") is a bicycle/pedestrian pathway including improvements and facilities constructed within the former railroad right-of-way running along State Highway 8 between mileposts 4.138 and 14 for a total length of 11.2 miles in Latah County, including portions within the city limits of Moscow and Troy. as shown on Exhibit entitled Map (?(the Latah Trail, and further described in Exhibit entitled Legal Description of the Latah Trail. attached hereto; and WHEREAS, the Trail will require an on-going maintenance effort to assure a positive image and recreation experience to Trail users, adjacent neighbors and businesses, and residents of the area; and WHEREAS, the Entities desire to cooperate and to coordinate operation and maintenance of the Trail on a consistent basis to satisfy Trail users of the region and to protect both the natural environment and the Trail facilities; and, WHEREAS, County is empowered and authorized to enter into this Agreement pursuant to Idaho Code Section 31-604; and WHEREAS, the Entities do not wish to exercise power jointly, nor do the Entities wish to own or manage property jointly and therefor do not, by this Agreement, desire or intend to create a joint powers agreement; and WHEREAS, Moscow and Troy are empowered and authorized to enter into this Agreement pursuant to Idaho Code Sections 50-301, 50-303, and 50-322; and AGREEMENT FOR SllARING MAINTENANCE COSTS FoR THE LATAH TRAil PAGE [OF 8 Z.clO·OS ---PAGE BREAK--- WHEREAS, pursuant to Idaho Code Sections 33-2804 and 33-2806, Ul may enter into contracts to provide services for University purposes such as providing for the availability of services which are consistent with the mission of UI; and WHEREAS, it now seems appropriate, desirable, and in the public interest to fonn and empower an advisory committee consisting of representatives of the Entities to cooperate and to coordinate on issues and problems inherent in the governance, use, operation, and maintenance of the Trail within and between their respective jurisdictions; NOW, THEREFORE, it is hereby mutually agreed by the Entities, as follows: OPERATIVE PROVISIONS 1 Defmitions. 1.1 As used m this Agreement the following words shall have the following meanmgs: 1.1.1 "Capital assets"' means those assets resulting from the expenditure of capital costs as defined in 1.1.2. 1.1.2 Capital costs" means those initial costs associated with the design and construction of capital improvements to the Trail such as, but not limited to, the construction and surfacing of trail bed; rest facilities; water and sanitation facilities; signage; lighting; fencing; barriers; landscaping; and bridge removal, replacement or construction. 1.1.3 "Entity" or '"Entities" means County, Moscow, Troy, UI, or any combination thereof as the context of the usage of the term indicates. 1.1.4 "Jurisdictional boundary'' means the physical portion of the Trail (as defined in Exhibit which lies within the geographical and political boundary of an Entity. 1.1.5 ··Maintenance and operation costs'' means the costs of maintaining and operating the assets of the Trail to a level of condition acceptable for the uses of the Trail. 1.1.6 "Member'' means the representative of an Entity on the Latah Trail Committee (LTC), as provided in Section 2, below. 1.1. 7 '·Trail'' means the route, with improvements and facilities constructed, maintained, and operated under the terms of this Agreement within the former railroad right-of way that runs generally along State Highway 8 in Latah County, as identified on Exhibit The entire Trail runs between milepost 4.13 8 and 14 for a total length of eleven point two ( 11.2) miles. The principal purpose of this Trail is a bicycle/pedestrian pathway. 2 Establishment of Latah Trail Committee. 2.1 Committee Established. In order to carry out the purposes of this Agreement, the Entities hereby establish a committee to be known as the Latah Trail Committee (hereinafter This Agreement does not and shall not create a new legal or administrative entity. This Agreement does not and shall not authorize the joint exercise of power or provide for a joint ownership of any tangible or real property. Property, labor, and equipment provided by the AGREEMENT FOR SHARING MAINTENANCE CoSTS FOR THE LATA II TRAil PAGE2or!:! ---PAGE BREAK--- respective Entities to accomplish maintenance and operation services to the Trail shall remain the property of the Entity providing the property, labor, or equipment. 2.2 Membership. The LTC shall consist of four members with one member representing each of County, Moscow, Troy, and Ul. The Latah Trail Foundation (hereinafter ·'Foundation''), an Idaho non-profit organization which is dedicated to Trail creation and enhancement is encouraged to attend Committee meetings but shall be advisory only and shall not vote or be counted for purpose of determining or forming a quorum for Committee meetings. 2.3 Purposes. The purposes of the LTC include: 2.3.1 To the extent possible and appropriate, to coordinate the governance, use, operation, and maintenance of Trai1; 2.3.2 To inform and advise the Entities on problems and issues of mutual interest concerning the governance, use, operation, and maintenance of Trail; 2.3.3 To encourage and receive input and funding from and work with citizens and citizen groups in the governance, use, and maintenance of Trail; 2.3.4 To act as liaison with other governmental agencies, the Foundation, or any private entity or person in the governance, use, operation, and maintenance of paths within each Entity's jurisdiction which paths, as a whole, form a recreational trail system integrated within and among the Entities. 2.4 Powers. The LTC shall have the power: 2.4.1 To collect and disseminate infom1ation; 2.4.2 To allocate expenditures of money contributed to the Latah Trail Fund established in 5.1 by the Entities and other sources to carry forth the purposes of this Agreement with priority given to maintaining a connecting path between the corporate limits of Moscow and Troy. 2.4.3 To authorize County or another Entity to act as a depository for money contributed in accordance with 2.4.2 to the Latah Trail Fund established pursuant to 5.1 and for the administration thereof. 2.4.4 To recommend contracts for services and the hiring of personnel who will serve at the pleasure of, and whose duties will be determined by, County or another authorized Entity or Entities assuming the obligation to contract or hire. 2.4.5 To promulgate standards of construction, maintenance, and operation for the Trail to assure consistency of service and use among all Entities within their respective jurisdictional and ownership boundaries; 2.4.6 To recommend that appropriate grants and other funding opportunities be applied for, and if received, to assist in the administering of grants or awards; 2.4.7 To undertake fund-raising activities determined to be appropriate by the LTC; 2.4.8 If the LTC determines it appropriate to establish a budget, it shall be established in sufficient time to allow each Entity to include its contribution in its budget for the ensuing operating year, if it chooses to do so. AGREEMFN1 FOR SHARING MAINTENANCE COSTS FOR THE LATAH TRAIL PAGL3 OFS ---PAGE BREAK--- 2.4.9 Annual Report. At a minimum, the LTC shall report on its activities to each Entity on an annual basis by February 15th for the prior year. 2.4.1 0 By-Laws. The LTC may adopt, amend, or repeal by-laws, in whole or in part, which are consistent with the tenns and conditions of this Agreement, by a majority vote at any regular or special meeting of the LTC. A majority vote for the purposes of adopting, amending, or repealing by-laws means a majority of all members of the LTC and not a majority of a quorum. 2.4.11 In carrying out the powers set forth in 2.4.1, 2.4.2, 2.4.3, 2.4.4, 2.4.5, 2.4.6, 2.4. 7 and 2.4.8, the LTC shall not have the power to obligate any Entity or Entities in matters of policy, administration or finance. Such obligations, if undertaken by an Entity or Entities, shall be the sole decision and obligation of the Entity or Entities undertaking such obligation. 2.5 LTC Officers and Voting. 2.5.1 One member shall serve as Chair, one member shall serve as Vice Chair, and one member shall serve as Secretary. One member may serve as Treasurer and the office of Treasurer may be combined with the office of Secretary, if the LTC so chooses. 2.5.2 Subject to the limitations of provision 5.3.3, below, each member of the LTC shall have one ( 1) vote. In the event of a tie vote, the issue shall fail. 2.5.3 The Entities may designate alternate members in a manner considered appropriate by the designating Entity. In the event that an appointed member of the LTC is unable to attend a meeting of the LTC, such Entity may be represented by its alternate member. Alternate members representing absent appointed members shall have the same privileges as appointed members; provided, however, that no Entity shall have more than one ( 1) vote on the business coming before the LTC. 2.6 Meetings, Election of Officers, and Quorum. by-laws. 2.6.1 The LTC shall hold meetings at such times and places as set forth in its 2.6.2 The LTC shall annually elect its officers as set forth in its by-laws. 2.6.3 The quorum necessary for the LTC to transact business or elect officers shall be constituted when at least three members or their alternate members are present at the meeting. 2.6.4 All LTC meetings shall comply with the Idaho Open Meetings Law. 2.6.5 All LTC records shall be subject to disclosure pursuant to the Idaho Public Records Law. 2. 7 Withdrawal, Dissolution, and Disbursement of Funds. 2. 7 .I Any Entity may automatically withdraw from the LTC by submitting a written notification to the remaining Entities setting forth its intent to withdraw at least sixty (60) calendar days prior to the effective date of its withdrawal; provided, however, that any funds contributed by the Entity shall not be returned to such Entity. AGREEMENT FOR SHARING MAINTENANCE COSTS FOR THE LATAH TRAIL PAGE40f8 ---PAGE BREAK--- 2.7.2 The LTC may be dissolved by written agreement approved by a majority of the Entities; or, by the withdrawal of three of the participating Entities. 2.7.3 Any unobligated money remaining at the time of dissolution shall be returned to the Entities in the amount of such unobligated money each Entity had contributed to the LTC budget prior to the dissolution. 2.8 Real Property. The LTC may neither acquire nor hold real property and is not authorized to do so. 3 Relationships among the Entities. 3.1 Ownership and control. Ownership and control of the various portions of the Trail is vested in County, Moscow, or Troy by titles to or leases of property, as shown on Exhibit and further described in Exhibit Entities with ownership interests shall have exclusive control of the design, construction, furnishing, maintenance, and operation of those portions of the Trail that each owns, consistent with the standards promulgated by the LTC. 3.2 Maintenance and operation. Maintenance and operation decisions pertaining to the Trail, including budget control, sha1l be made by the Entity having ownership and control (County, Moscow, and Troy) in consultation with LTF, and Ul. Consultation shall occur through the deliberations of the LTC. Maintenance and operating costs approved through consultation shall be paid from the Fund described in section 5 below. 3.3 Future capital expenditures. From time to time there may be the need to expend funds for '·capital costs" (such as bridge maintenance or replacement, path reconstruction, or renovation) that exceed the amount available from annual contributions. In these cases, each Entity may be approached with a request from the LTC for additional contributions and each may participate on a case-by-case basis. 4 Responsibilities of the Entities. 4.1 Construction, operation, and maintenance costs. 4.1.1 Entities that own portions of the Trail shall be responsible for the payment of the construction, operation, and maintenance costs for portions of the Trail each owns. Such costs may be offset by L TCs allocation of contributions to the Latah Trail Fund established in 5.1. 4.1.2 Each Entity may apply annually to the LTC for monies from the Latah Trail Fund to be spent on the portion of the Trail owned by that Entity or the portion of the Trail that lies in that Entity's jurisdiction. for the benefit of the Trail. Priority for expenditures from this fund shall be given to maintenance and operation of the area of the Trail between Troy and Moscow corporate city limits to standards promulgated by the LTC and approved by the LTC. 4.1.3 Nothing in this Agreement shall prevent any Entity with an ownership interest from performing, at its own expense, construction, operation, and maintenance actions that it deems necessary or desirable for the portion of the Trail that it owns, regardless of any LTC recommendation for or against such action. 4.2 Law enforcement, emergency services. County, Moscow, and Troy shall be responsible for providing law enforcement and emergency services within their respective jurisdictional boundaries in the manner and to the extent deemed necessary by such Entity. AGREEMENT FoR SHARING MAINI"ENANCE CosTs FoR TilE LATAH TRAIL PAGE 5 OF8 ---PAGE BREAK--- 5 Financing. 5.1 Fund established. There shall be established a fund to be known as the Latah Trail Fund, or by some similar designation (hereinafter the "Fund'.), which shall be administered by County or another authorized Entity, with oversight by the LTC and subjected to state audit, until otherwise changed by agreement of the LTC and the Entity assuming this administrative responsibility. Any Entity shall also have the right to audit the Fund. 5.2 Purpose of Fund. The purpose of the Fund is to receive and allocate funding for the payment of costs consistent with the provisions of 4.1 of this Agreement. 5.3 Contributions to Fund. 5.3.1 Subject to the limitations of 5.3.2 below, each Entity shall contribute, by February 15th of each calendar year, the amount recommended by the LTC, to the Fund. 5.3.2 The obligation of each Entity to contribute its share to the Fund shall be completely voluntary and shall be in the sole discretion of each contributing Entity, subject to the availability of adequate financial resources for this contribution. 5.3.3 Any Entity not making its full requested annual contribution shall not be entitled to vote in the affairs of the LTC unless and until it contributes at least $1000 or its full requested annual contribution, whichever is less. 5.3.4 The LTC may receive contributions from sources other than the Entities and shall deposit them in the Fund. 5.4 Disbursements from Fund. 5.4.1 County or another authorized Entity administering the Fund shall make disbursements from the Fund only as authorized by the LTC. 5.4.2 Unrestricted and restricted donations to the Fund from sources other than the Entities or to and through an Entity for credit to the Fund shall be authorized by the LTC for disbursement in accordance with the donor's wishes where practicable and consistent with the purposes of this Agreement and in accordance with applicable law. 5.4.3 The balance in the Fund need not be expended each calendar year and may accumulate for future expenditures consistent with the purpose of the Fund as set forth in 5.2 of this Agreement, or a donor·s wishes. 5.5 Anticipated Entity contributions. For the first calendar year of this Agreement, each Entity will contribute to the Fund a designated amount, as follows: Latah County: $5000 City of Moscow: $5000 University of Idaho: $5000 City of Troy: $2000 Subject to the limitation of 5.3.2 above, it is further anticipated that thereafter, the annual contribution of each Entity will not be less than its designated contribution for the first calendar year, and the amount of such contributions shall be recommended by the LTC in sufficient tine to allow each Entity to budget its contribution if, in its sole discretion, it chooses to do so. AGREEMEN.I FOR SHARING MAINTENANCE C'osrs FoR THE LATAH TRAIL PAGE60F!i ---PAGE BREAK--- 6 Defense of claims. 6.1 Each Entity that owns a portion of the Trail shall be fully and solely responsible for the defense and payment of all claims for damage or injuries which arise out of the construction, maintenance, operation or use of the Trail, and occurs on the portion of the Trail it owns and controls. No other Entity shall have any responsibility for any such claim, but shall instead look to the responsible Entity to handle and dispose of the claim, as it may deem appropriate. These provisions, however, shall not apply to the extent that any such claim arises from the negligence of any other Entity (including specifically but not limited to UI and Foundation). In such case, the negligent Entity shall be responsible to the full extent of its negligence. 6.2 Nothing in this Agreement shall expose an Idaho Public Entity to liability greater than the limits of the Idaho Tort Claims Act (Title 6, Chapter 9 Idaho Code), or the Recreational Trespass Act (Title 36, Chapter 16 Idaho Code) as now stated or later amended, or any other Idaho law intended to limit the liability of an Idaho public entity. 7 Effective date and Termination. 7.1 Effective date. This Agreement shall be effective when the last signatory approves or ratifies and executes this AJ:,1feement. 7.2 Termination. Once effective, this Agreement shall remain effective as to all parties unless and until such time as a party withdraws as provided in 2.7.1 (after which the Agreement will remain effective as to the remaining parties) or dissolution of the LTC as provided in 2.7.2. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed, and each signatory represents that he or she is authorized to sign this agreement. LATA.. _ By: -J 2 Tom Stroschein, Emm< Coft\fV\isq\one..,- By: By: Date: ATTEST: { Authorized representative for Latah County: Parks Director Andrew Grant or designee. AUREEMENT FOR SHARING MAINTENANU Cosrs FoR THE LATAH TRAIL PAGE70F8 ---PAGE BREAK--- Date: Authorized representative for City of Moscow: ttng' RtcC>-L D' c..-h:rr-"Qw 14- Curhs b r his fn..