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mTERGOVERNMENTAL AGREEMENT BETWEEN CITY OF MOSCOW, IDAHO AND UNIVERSITY OF IDAHO (SUB-RECIPIENT AGREEMENT) THIS INTERGOVERNMENTAL AGREEMENT BETWEEN CITY OF MOSCOW, IDAHO AND UNIVERSITY OF IDAHO (SUB-RECIPIENT AGREEMENT) (hereinafter "Sub Recipient Agreement'") is made between City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter ''City''), and The Regents Of The University Of Idaho, a public corporation, state educational institution and body politic and corporate organized and existing under the Constitution and laws of the State of Idaho, P 0 Box 443020, Moscow, Idaho, 83844-3020, (hereinafter "University"). WHEREAS, City is a municipal corporation of the State of Idaho and, as such, has the authority to contract and do all other things allowed by the State which are not specifically prohibited by or in conflict with the general laws of the Constitution of the State of Idaho, including the ability to contract and to acquire, hold, lease, and covey property, real and personal, pursuant to Idaho Code Section 50-301 ; and WHEREAS, the Regents Of The University Of Idaho, a public corporation, state educational institution and body politic and corporate organized and existing under the Constitution and laws of the State of ldaho; and WHEREAS, University has received funding from the Federal Transit Administration (FTA) under Project No. ID-03-0029-01 for four hundred ninety-seven thousand one hundred fifty-three dollars ($497,153) and ID-04-0008-00 for two hundred seventy-nine thousand three hundred fifty ($279,350) to conduct preliminary engineering tasks for a new transit, administrative and maintenance and alternative energy research laboratory facility used to research alternative power and fuel solutions for vehicles; and WHEREAS, City has received funding f)·om the Federal Transit Administration under Project No. ID-04-0018 for two hundred thirty six thousand one hundred six dollars ($236,106) for the development of the Intermodal Transit Center; and WHEREAS, City has received a TIGER II Grant No. ID-79-0001 for one million five hundred thousand dollars ,500,000) from the Federal Transit Administration for the development of an Intetmodal Transit Center; and WHEREAS, University and City has jointly agreed that the transit administrative functions would be better located within City's proposed lntermodal Transit Center (fTC); and WHEREAS, University desires to convey and City desires to receive up to two hundred thousand dollars ($200,000) of University's grant funding received from FTA under Project No. ID-04-0008-00 to assist in the development of the lTC and fulfill the transit administrative and operational requirements of said funding; and PAGE I OF 6 2.o\ \ ·lO ---PAGE BREAK--- WHEREAS, University desires to retain the sole and separate role and responsibility to fulfill the FT A grant obligation to use the remaining grant funds to research, develop and test prototype vehicles using alternative powers and fuels, and transit vehicle service, maintenance, and vehicle testing in conjunction with University; and WHEREAS, City desires to utilize up to two hundred thousand dollars ($200,000) of University's grant funding to fulfill University's FTA grant obligation to design, and operate the transit administrative and operational center (lTC); NOW, THEREFORE, CITY and UNIVERSITY hereby agree as follows: SECTION 1: AGREEMENT PARTIES. City of Moscow, Idaho (''City"), a municipal corporation of the State of ldaho, 206 East Third Street, Moscow, Idaho, 83843. The Regents of the University of Idaho ("University"), a public corporation, state educational institution and body politic and corporate organized and existing under the Constitution and laws of the State of Idaho, P 0 Box 443020, Moscow, Idaho 88344-3020,. SECTION 2: AGREEMENT TERM. Tern1 of this Sub-Recipient Agreement shall be fi·om the date of the last signature hereto to the expiration and termination of University's FTA Grant Number ID-04-0008-00, currently September 30, 2012, or as othen:vise may be mutually agreed upon by both parties in writing. SECTION 3: lTC PROJECT DESCRIPTION. The Intennodal Transit Center (lTC) is anticipated to include approximately eight thousand (8,000) square foot transit administrative and operational facility to be occupied by City's public transit administrative and operational staff and University's Parking and Transporiation Services (PTS) administrative and operational staff; three thousand (3,000) square feet of exterior covered passenger loading and bicycle parking areas and bike lockers; ten (1 0) overnight bus parking spaces; and approximately two thousand five hundred (2,500) square foot exterior plaza and pedestrian area. The ITC is proposed to be located within the City of Moscow, Idaho, on land upon the University of Idaho Campus and located directly adjacent to a portion of Lot 60 cunently addressed as 1006 Railroad Street and located generally on the noriheast comer of Sweet Avenue and Railroad Streets. SECTION 4: CITY AND UNIVERSITY AGREE. City and University mutually agree that it is beneficial to both patiies and the broader conununity and is an expedient use of University's existing grant funds to contribute funding to the City's lTC project. SECTION 5: SECTION 5: UNIVERSITY AGREES. University agrees to provide to the City up to two hundred thousand dollars ($200,000) of cost-reimbursable funds from University's FTA grant award under Project No. ID-04-0008-00 (hereinafter "Transfer Funds") for the design and construction of City's Intermodal Transit Center. University agrees to make such funding available to the City and shall reimburse City for expense for the design and construction of the lTC within thirty (30) days of receipt(s) of the City's invoice(s) for the same. All invoices shall be submitted using City's standard invoice, but at a minimum shall include PAGE20F6 ---PAGE BREAK--- CUITent and cumulative costs (including cost sharing), Prime Award number, and certification as to truth and accuracy of invoice. The City shall send its invoices to Ray Pankopf, P.O. Box 442281, Moscow, ID 83844-2281 for review and to obtain the Primary Investigator's signature prior to forwarding the invoice to the Office of Sponsored Programs (OSP). University agrees that, notwithstanding any subcontracting of responsibilities in this Sub Recipient Agreement, University remains responsible as plime recipient for compliance with all applicable conditions of approval and compliance requirements of said FT A grant and any related reporting related to such conditions of approval and compliance requirements. University further agrees to remain solely responsible for any and all grant obligations to research, develop and test prototype vehicles using alternative powers and fuels, and transit vehicle service, maintenance, and vehicle testing. SECTION 6: CITY AGREES. City, as sub-recipient, shall use Transfer Funds only for design and construction of the lTC in accordance and compliant with any and all FTA grant conditions and requirements applicable to University, as provided at http://www.fta.dot.gov/documents/14- Master.pdf, City shall provide matching funds of twenty percent (20%) of the Transfer Funds it receives from University. City agrees to retain all necessary documentation to demonstrate compliance with FTA grant conditions and requirements and to provide such documentation to University and/or FTA within fifteen (15) days of City's receipt of request from University or FTA. City agrees to maintain the documentation for the required match pm1icipation of twenty percent (20%) in addition to the Transfer Funds amount of up to two hundred thousand dollars ($200,000), as required under FT A regulations. City fut1her agrees that Transfer Funds will be solely utilized to fulfill University's responsibility for the transit administrative and operational components of University's existing FTA Grants referenced under Project Nos. ID-03-0029-0 1 and ID-04-0008-00 by providing such transit administrative space within City's lTC. SECTION 7: GENERAL PROVISIONS. A. Tem1ination for Convenience. This Sub-Recipient Agreement may be terminated by either party hereto upon written notice delivered to the other party at least sixty (60) days prior to the intended date of tennination. By such tem1ination, neither party may nullify obligations already incuned prior to the date of tem1ination. In the event of Tetmination for Convenience of this Sub-Recipient Agreement by City, City shall pay all reasonable costs and non-cancelable obligations incuned by University as of the date of tennination. B. Termination for Cause. In the event either pa11y shall commit any material breach of or default in any terms or conditions of this Sub-Recipient Agreement, and also shall fail PAGE3 OF6 ---PAGE BREAK--- to remedy such default or breach within sixty (60) days after receipt of written notice thereof, the non-breaching patty may, at its option and in addition to any other remedies which it may have at law or in equity, terminate this Sub-Recipient Agreement by sending notice of tennination in writing to the other patty to that effect. Tennination shall be effective as of the day of receipt of such notice. C. Tetmination Obligations. In addition to those obligations set out above, termination of this Sub-Recipient Agreement shall not relieve either patty of any obligations incurred prior to the date of tetmination including. D. Dispute Resolution. Any and all claims, disputes or controversies arising under, out of, or in connection with this Sub-Recipient Agreement, which the patties hereto shall be unable to resolve within sixty (60) days, shall be mediated in good faith. Nothing in this Sub-Recipient Agreement shall be construed to limit the parties' choice of a mutually acceptable dispute resolution method in addition to the dispute resolution procedure outlined above, or to limit the Parties rights to any remedy at law or in equity for breach of the tenus of this Sub-Recipient Agreement and the right to receive reasonable attorney's fees and costs incuned in enforcing the terms of this Sub Recipient Agreement. E. Indemnitv. Each patty assumes all risks of personal injury, bodily injury including death, and property ·damage caused by the negligent acts or omissions of that party. Except as provided above, City shall fully indemnify and hold hmmless University against all claims arising out of City's use, commercialization, or distribution of infonnation, materials or products which result in whole or in patt from the duties and obligations perfom1ed pursuant to this Sub-Recipient Agreement. City shall hold University hannless from any claims arising from third patty claims that the work perf01med hereunder infringes third patty intellectual propetty rights. University has no knowledge of any such claims. Each patty assumes all risks of personal mJury, bodily injury including death, and propetty damage caused by the negligent acts or omissions of that pat y. Except as provided above, University shall fully indemnify and hold harmless City against all claims arising out of University's use, commercialization, or distribution of infom1ation, materials or products which result in whole or in pmt from the duties and obligations performed pursuant to this Sub-Recipient Agreement. F. Amendments. This Sub-Recipient Agreement may be amended by mutual agreement of the Patties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the Patties. G. Assignment. The work to be provided under this Sub-Recipient Agreement, and any claim arising hereunder, is not assignable or delegable by either patty in whole or in part, without the express prior written consent of the other patty. PAGE40F6 ---PAGE BREAK--- H. Notices. Any notice or communication required or pem1itted under this Sub-Recipient Agreement shall be delivered in person, by ovemight courier, or by registered or certified mail, postage prepaid and addressed to the patty to receive such notice at the address given below or such other address as may hereafter be designated by notice in writing. Notice given hereunder shall be effective as of the date of receipt of such notice: • ' 05,1-'1 LJ'rC..'I Project Diiector: ut-HVE.r- 1t Name/Title: Polly Knutson, Director Address: P 0 Box 443020 City/State/Zip: Moscow, ID 83844-2401 City Project Director/Liaison: Name/Title: Alisa J. Stone, GM Address: 206 East Third Street Address: P 0 Box 9203 City/State/Zip: Moscow, ID 83843 Phone: (208) 885-6651 Fax: (208) 885-5752 E-mail: [EMAIL REDACTED] Phone: (208) 883-7600 Fax: (208) 883-701 8 E-mail: astoneCQ)ci.moscow.id.us I. Goveming Law. This Sub-Recipient Agreement shall be constmed and interpreted in accordance with the laws of the state of Idaho, without regard to its choice of law provisions. Any legal proceeding instituted between the Patties shall be in the courts of the County of Latah, state of Idaho, and each of the Parties agrees to submit to the jmisdiction of such comts. J. Compliance with Laws. City understands that University and City are subject to United States laws and federal regulations, including the expmt of technical data, computer software, laboratory prototypes and other commodities (including the Anus Export Control Act, as amended, and the Export Administration Act of 1 979), and that City's and University's obligations hereunder are contingent upon compliance with applicable United States laws and regulations, including those for export control. The transfer of certain technical data and commodities may require a license from a cognizant agency of the United States Government and/or a written assurance by City that City shall not transfer data or commodities to ce1tain foreign countries without prior approval of an appropriate agency of the United States Government. University nor City represent that a license shall not be required, nor that, if required, it will be issued. K. Severability. If any provision of this Sub-Recipient Agreement or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Sub-Recipient Agreement which can be given effect without the invalid provision, if such remainder to the requirements of applicable law and the fundamental purpose of this Sub-Recipient Agreement, and to this end the provisions of this Sub-Recipient Agreement are declared to be severable. PAGE 5 Of 6 ---PAGE BREAK--- L. No Joint Venture. Nothing contained in this Sub-Recipient Agreement shall be constmed as creating a joint venture, pm1nership, or agency relationship between the pa11ies. M. Force Majeure. Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, inability to obtain labor or materials or reasonable substitutes therefore, govemmental restrictions, governmental regulations, govemmental controls, enemy or hostile govemmental action, civil commotion, fire or other casualty, and other causes beyond the reasonable control of the pmty obligated to perfmm (except for financial ability), shall excuse the perfonnance, except for the payment of money, by such pm1y for a period equal to any such prevention, delay or stoppage. This Sub-Recipient Agreement contains all the te1ms and conditions agreed upon by the Pm1ies. No other understandings, oral or otherwise, regarding the subject matter of this Sub-Recipient Agreement shall be deemed to exist or to bind any of the Parties hereto. IN WITNESS WHEREOF, the Pm1ies hereto have caused this Sub-Recipient Agreement to be executed as of the date set forth herein by their duly authorized representatives. UNIVERSITY OF IDAHO Sign ture Printed Nat e: Polly Knutson Title: Director¢P Date: I fit CITY OF MOSCOW Signatur Printed N arne: Title: Mayor Date: =r PAGE60f6