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, Associatio - > - P.O. Box 190448 • .B*>ise: ID 83719-0448 •20CI'ff,}+2 e-m ad ctai(a,:ctm,.or,g • \-V\V1X .ctaJ .org AGREEMENT 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, CT AI is a 50 I 6) nonprofit trade association located in Boise, Idaho and represents Idaho transit agencies, and Whereas, the Federal Transit Administration provides capital funding to transit agencies under the Capital Program (49 U$.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 the federal Fiscal Year 2007, 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 CT AI 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 firn1, to provide transportation funding consulting services on behalf of fTC. Now therefore, CTAI and each of the lTC members agree as follows: l . Term of Agreement. The term of this agreement shall be from February I, 2007 through December 3 1, 2007. 2. Membership. Membership in fTC will be open to any Idabo transit 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 member's 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CTAI and consistent with the capital request amount set forth on Exhibit A for that membeL If the amount requested is withdrawn or reduced after the agreed upon date, no reduction in the amount of consultant fees will be made even though the change results in a share (percentage of the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. 2007-01 ---PAGE BREAK--- 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 appropriated funds. Any agreement between members shall be documented and signed by both parties. C. If the final49 U.S.C. Section 530 9 appropriation is less than requested in the statewide request, reduction to each lTC 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 approval and the project in an approved Federal Transit Administration grant. If this obligation authority is not obtained by that time, the lTC 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 I 0 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 ITC consultant fees may be negotiated between affected members. G. Redistribution of funds will be made by the lTC in a regularly scheduled meeting of members. Eligible recipients must have been a part of the 2007 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. ITC 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 members present at the meeting. 4. Payments. A. The lTC members each agree to pay CTAI in four equal installments or a lump sum payments in an amount equal to such member's proportional share of the base consultant fee based on the percentage of the total Statewide Request attributable to that member's capital request as set forth in Exhibit A. B. lTC members agree to pay CTAI a fee of$1, 400 in four equal installments or in a lump sum payment, which sum shall be full payment for all expenses incurred by CT AI in performance of its duty hereunder. The quarterly payments shall be made to CT AI upon execution of this Agreement and on or before February 2 8th, May 1 ",August and November st. Lump sum payments are due by May 1 ---PAGE BREAK--- C. Contract with Consultant. Any contract entered into by and between any Consultant and CT AI, for services relating to appropriations of 49 U.S.C. Section 5309 funding on behalf of lTC, shall be approved by lTC. D. Services of CTAI. During the term of this agreement, CT AI will provide the following services: 1. Act as the representative of!TC 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, CT AI, and ITC. Ill. Furthermore, CTAI shall not exceed, nor shall CTAI allow Consultant to exceed the expenditures specified in this Agreement, the Agreement between CTAI and Consultant, or any other agreement. ITC members shall neither be individually nor jointly liable for any expenditures that are not mutually agreed upon in writing by each lTC member. IV. Report periodically, as agreed upon, to members of!TC. 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 8 of this agreement. Dispute Resolution. Any controversy or claim arising out of or relying 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 P.O. Box 190448 Boise, ID 83 719-0448 Tel: (208) 761-0352 8. Signatures. The parties agree that this Agreement may be signed in counterparts with CT AI to retain the original signatures of all parties. Community Transportation Association of Idaho, an Idaho corporation ITC Member ---PAGE BREAK--- Updated 02/07/2007 lTC Partner ACHD Boise State University Citylink City of Moscow Pocatello Regional Transit VaUeyRegionai Tra(1Sil. TotalS Sponsor Cour d'Alene Tribe E I BIT I A' 2008 Cong_r,es!;ional EarJ1lit" _ Fed Request I $880,000 $1,000,000! $1,000,000 $220,000! $1,010,000 Match $220,000 $250,000[ $250,000 $55,000/ $252,500, , Consultant@ Total Project ! Project Desc. ! %Total $45,000 CTAI Fee i Total Fees $1,100,000 Va ns, Park & Ride Lot Studies 16% $7,021.28 $1,400.00 $8,421.28 $1,250,000/ Bus shetters, bus facility 18%[ $7,978 72i $1,400.00! $9,378.72 $1,250,000 Facilities 18% $7,978.72 $1,400.00 $9,378.72 $275,000[ Shatters, turnouts ! $1,755.32[ $1,400.00[ $3,155.32 $1,262,500 Facilities 18% $8,058.51 $1,400.00 $9,458.51 , : i Buses, bus wash upgrade \ i l . _ _!1,§30,1J()Clj _ 382,,5_()oj__ $1 [ . surveIlance equipf11el1t__ . . 27% 1 _ _!1?,_20745 f _ $1 :3,()Q7c