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Con1munity Transport:.ztionj· c tat Association of Idaho / 913 W. River, Suite 440 • Boise, ID 83702 • [PHONE REDACTED] e-mail [EMAIL REDACTED] • WW\V.ctai.orV - - - This agreement is entered into by and between the Community Transportation Association of Idaho (CTAI), an Idaho nonprofit corporation, and each of the members of the Idaho Transit Coalition (lTC), an informal coalition, as listed on Exhibit A, attached hereto and incorporated herein by this reference (referred to collectively as "lTC"). Whereas, CTAI is a 501 ( c)(6) nonprofit trade association located in Boise, Idaho and represents Idaho transit agencies, and Whereas, the Federal Transit Administration provides capital funding to eligible agencies under the Federal Capital Program (49 U.S.C. Section 5309) Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users (SAFETEA-LU), and Whereas, a number of Idaho transit agencies are desirous of obtaining congressional earmarked funds, in Federal Fiscal Year 2011, under Section 5309 for capital purchases, and Whereas, those Idaho transit agencies seeking 49 U.S.C. Section 5309 funding have affiliated as a nonprofit unincorporated association, Idaho Transit Coalition (lTC), and have agreed that CTAI will act as a coordinator for lTC in seeking 49 U.S. C. Section 5309 funding, and Whereas, CTAI will be entering into an agreement with a public affairs and governmental relations consulting firm, to provide transportation funding consulting services on behalf of lTC. Now therefore, CTAI and each of the lTC members agree as follows: 1. Term of Agreement. The term of this agreement shall be from January 1, 2010 through December 31, 2010. 2. Membership. Membership in lTC will be open to any Idaho eligible agency that qualifies for 49 U.S.C. Section 5309 funding. While a multi-year effort is anticipated, members may choose to participate on an annual basis dependent on the individual members' capital needs. 3. Members' Capital Requests. The members' capital requests shall be handled as follows: A. Each member shall submit to CTAI by a mutually agreed upon date its capital request, in a form acceptable to CTAI and consistent with the capital request amount set forth on Exhibit A for that member. If the amount requested is withdrawn or reduced after the agreed upon date, no reduction in the amount of consultant fees will be made even though the change results in a share (percentage of the total request) change. CTAI shall then compile the capital requests into a statewide request document to be presented to Congress for consideration. The member shall submit a written statement committing that matching funds will be available to support a grant in the fiscal year it is available. This statement must be signed by a person authorized to make such a commitment on behalf of the submitting agency. B. If any single year's request is not fully funded and an lTC member requests a change to its capital budget amount as denoted on Exhibit A as a result of the appropriated funding, lTC members may negotiate with each other in order to use all the 2Dlb·O\ ---PAGE BREAK--- IDAHO TRANSIT COALITION FY2011 5309 LETTER OF AGREEMENT appropriated funds. Any agreement between members shall be documented and signed by both parties. C. If the final 49 U.S.C. Section 5309 appropriation is less than requested in the statewide request, reduction to each fTC member will be calculated proportionally based on each member's capital request. The members' shares of consultant costs will then be adjusted, as appropriate, to reflect any change in appropriation that may be agreed upon by any two or more members. D. Upon approval of the appropriations request by the U. S. Congress, member agency has two years (24 months) to obtain obligation and project approval via an approved Federal Transit Administration grant. If this obligation authority is not obtained by that time, the fTC will take appropriate action to re-distribute funds of the member agency to other lTC partners to insure use of the funds prior to the end of the third year, when the funding opportunity lapses. No reimbursement of the share of lTC consultant fees or Administrative fees shall be paid to the initial lTC partner. E. Following approval of any appropriation, each member agency shall develop a calendar of milestones in coordination with the Federal Transit Administration Region 10 and, if necessary, the Idaho Transportation Department-Public Transportation Division. A copy of this calendar shall be provided to CTAI. This calendar shall address the period of time between approval of appropriation and final actions needed to obtain obligation approval. F. In the event a member agency cannot meet the two-year obligation requirement, and will agree to allow redistribution of it's funding prior to the end of the 24 months, a letter stating that redistribution will be sent to CTAI. Reimbursement of the lTC consultant fees may be negotiated between affected members. G. Redistribution of funds will be made by the lTC in a regularly scheduled meeting of the fTC members. Eligible recipients must have been a part of the FFY2011 request and follow all federal guidelines. Priority will be given first to agencies within the same region; secondly to those that have overmatched projects; and finally to additional services whenever possible. lTC partners must submit their written requests to be considered for the re-distribution prior to the scheduled meeting. Final approval of the re-distribution will be by a majority vote of the fTC members present at the meeting. 4. Payments. A. Consultant Fee. The fTC members each agree to pay CTAI a lump sum payment of their portion of the consultant fee based on the percentage of the total Statewide Request attributable to that member's capital request as set forth in Exhibit A. This payment is due to CTAI by Friday, January 8, 2010. B. CTAI Fee. fTC members agree to pay CTAI a fee of $1,500 in a lump sum payment due to CTAI by Friday, January 8, 2010. C. CTAI membership. lTC members agree to be general members in good standing of the Community Transportation Association of Idaho. Page 2 of 3 ---PAGE BREAK--- IDAHO TRANSIT COALITION FY2011 5309 LETTER OF AGREEMENT D. Contract with Consultant. Any contract entered into by and between any Consultant and CTAI, for services relating to appropriations of 49 U.S. C. Section 5309 funding on behalf of lTC, shall be approved by lTC. E. Services of CTAI. During the term of this agreement, CTAI will provide the following services: i. Act as the Chair of lTC as it seeks 49 U.S. C. Section 5309 funding. The Executive Director of CTAI will serve as coordinator of the project for the Statewide Request. ii. Retain a consultant familiar with the congressional process of determining Federal Transit Administration allocations pursuant to the contracts between consultant, CTAI, and lTC. iii. CTAI shall not exceed, nor shall CT AI allow Consultant to exceed the expenditures specified in this Agreement, the Agreement between CTAI and Consultant, or any other agreement. lTC members shall neither be individually nor jointly liable for any expenditure that is not mutually agreed upon in writing by each lTC member. iv. Report periodically, as agreed upon, to members of lTC. 5. Termination. Any party may withdraw from this agreement upon the giving of at least 30 days advance written notice to the other but such termination shall not prevent the recovery of damages for breach of this agreement pursuant to the arbitration provision contained in paragraph 6 of this agreement. 6. Dispute Resolution. Any controversy or claim arising out of or relaying to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its applicable Arbitration Rules, and judgment on the award rendered by the arbitrator(s) maybe entered in any court having jurisdiction thereof. 7. Addresses and Telephone Numbers. The name, address and telephone of CTAI is: Community Transportation Association of Idaho 913 W. River Street Suite 440 Boise, ID 83702 Tel: (208) 344-2354 8. Signatures. The parties agree that this Agreement may be signed in counterparts with CTAI to retain the original signatures of all parties. Community Transportation Association of Idaho, an Idaho nonprofit corporation By )k C AI Execut1ve Director lTC Member Date:_ l c2_1,_j 0 _ Date: l3 t'l d. 0 I D Page 3 of 3 ---PAGE BREAK--- Exhibit A FY2011 5309 Federal Grant Appropriations Applications lTC Partner Fed Request Local Match Total Project Project Description %of Fed Lobbying CTAI Fee Total Fees Contact Name Phone Number E-mail Request Contract Mountain Rides $850,000 $212,500 $1,062,500 Build new maintenance and storage facility 15.94% $7,172.32 $1,500.00 $8,672.32 Jason Miller (208) 788-7433 [EMAIL REDACTED] PocateUo Regional Transit $1,600,000 $400,000 $2,000,000 Completion of planned transit facility for 30.00% $13.500.84 $1,500.00 $15,000.84 Ron Binggeli (208) 232-5057 [EMAIL REDACTED] maintenance shop and administrative offices I Valley Regional Transit $1,000.000 $250,000 $1.250,000 Transit vehicles, support vehicles, maintenance 18.75% equipment and preventative maintenance. $8,438.03 $1,500.00 $9.938.03 Kelli Fairtess {208) 846-8547 Ada County Highway District $850,000 $212,500 $1,062,500 1) Purchase 6-8 smaller sized passenger vans 15.94% $7,172.32 $1,500.00 $8,672.32 Leslie Toombs (208) 387-6234 [EMAIL REDACTED] us 2) Design, engineer and construct transit route pedestrian facility City o Moscow $500,000 $125,000 $625,000 Development of Transit Facility to provide a 9.38% centralized facility for public transit providers to $4,219.01 $1,500.00 $5,719.01 Alisa Stone {208) 882·7600 [EMAIL REDACTED] us include designated parking for van pool and rideshare programs. Citylink $533,000 $133,250 $666,250 1) 20 new bus shelters 2) 2 Replacement buses 9.99% $4.497.47 $1,500.00 $5,997.47 Robert Spaulding (208) 686-6309 raSQi![EMAIL REDACTED] 3) Laptop & diagnostic software 4) Preventative maintenance costs Totals $5,333,000 $1,333,250 $6,666,250 100.00% $45,000.00 $9.000.00 $54,000.00 Local match calcula1ed at 20% of total project. Exhibit A Revised 12/11/2009