HomeMy WebLinkAboutMOA with MDC for Pine Avenue Construction ImprovementsMEMORANDUM OF AGREEMENT BETWEEN
MERIDIAN DEVELOPMENT CORPORATION AND CITY OF MERIDIAN
FOR IMPLEMENTATION AND CONSTRUCTION OF MDC IMPROVEMENTS FOR
PINE AVENUE PROJECT
This MEMORANDUM OF AGREEMENT BETWEEN MERIDIAN DEVELOPMENT
CORPORATION AND CITY OF MERIDIAN FOR LANDSCAPE, LIGHTING, OTHER
IMPROVEMENTS, EASMENTS AND RIGHT OF WAY FOR PINE AVENUE PROJECT
("Agreement"), is made and entered into this day of November, 2016, by and between the
Meridian Development Corporation, an urban renewal agency organized under the laws of the
State of Idaho ("MDC"), and the City of Meridian, a municipal corporation organized under the
laws of the State of Idaho ("City") (collectively, "Parties"),
WHEREAS, City and MDC have developed a relationship of cooperation and
partnership and are mutually interested in enhancing the Meridian community's quality of life
and stimulating economic development in the urban renewal area, and to these ends seek to work
together to fund certain landscaping, lighting, easements, right of way and other improvements to
be installed as part of the Ada County Highway District ("ACHD")'s Pine Avenue Project
roadway improvements ("Project");
WHEREAS, City and ACHD will be entering into a Cost -Share Agreement which
provides City with the ability to participate in the planning and funding of certain improvements
("Cost -Share Agreement") in the Project;
WHEREAS, the Cost -Share Agreement will allow MDC, through the City, to participate
in the planning and funding of certain desired landscaping, lighting and other improvements as
part of the Project;
WHEREAS, MDC and City previously entered into a cooperative agreement for the
design of the MDC lighting, landscaping and other improvements and this Agreement concerns
the implementation and construction of those designs;
WHEREAS, pursuant to ACHD's recommendation, the respective governing boards of
City and MDC find that it is most efficient for all parties to enter into this cooperative
Agreement, rather than entering into separate agreements with ACHD;
NOW, THEREFORE, for and in consideration of the covenants, agreements and
conditions hereinafter set forth, the parties mutually agree as follows;
I. CTTY's RESPONSIBILITIES.
A. Improvements. City shall enter into a Cost -Share Agreement with ACHD allowing the City
to select and cover the costs of the construction of certain improvements as part of the
Project. In the Cost -Share Agreement, the City will require that ACHD include in the bid
and construction documents for the Project those improvements that are desired by MDC,
and related right-of-way acquisition, as generally described in Exhibit A, which is attached
PROJECT AGREEMENT BETWEEN MDC AND CITY — PINE AVE. PROJECT PAGE l
hereto and incorporated by reference herein ("MDC Improvements"). The Project is
projected to be completed by 2018; however, ACHD ultimately controls the Project timeline.
B. Authority of NIDC. City shall consult with MDC Contact regarding the MDC
Improvements throughout the design, bid and construction process. The MDC must review
and approve the final design plans before submission to ACHD. MDC will be notified of
and may attend any meetings regarding the Project. City will incorporate MDC Contact's
input regarding the MDC Improvements into their requested improvements for the Project
with ACHD. MDC may require that certain items in the MDC Improvements be included as
bid alternates in the bid documents for the Project. If the bid results are not favorable MDC
may remove some of the MDC Improvements from the Project. City shall be responsible for
final decisions regarding plant and tree selection, planting details, irrigation, corresponding
electrical utilities, and other landscaping related components requiring long -tern
maintenance upon installation; however, MDC retains the right to require that the City
request a change order in accordance with terms of the Cost -Share Agreement regarding any
of the MDC Improvements. MDC agrees that landscaping improvements will meet City
standards but MDC retains the authority to adjust the scope of the MDC Improvements by
change order as it deems necessary. If MDC requests such a change order and said change
order is pursued and approved, then MDC will bear the costs associated with the change
order. If the change order results in a reduction in the scope and/or amount of the MDC
Improvements, the City may decline to request the change order but it shall be responsible
for the cost difference between the MDC requested charge order to reduce the scope and
what is constructed. Any change order concerning the MDC Improvements must be
approved by MDC.
C. Invoice MDC. Following ACHD's invoice to City for the MDC Improvements, and/or any
expenditures or advance payments related thereto, City shall provide to MDC Contact an
invoice for such amount. Following timely receipt of NIDC's payment, City shall pay
ACHD.
II. MDC's OBLIGATIONS
A. Cooperation with City. MDC shall designate an MDC Contact, which individual shall
consult with City throughout the design and construction process in order to ensure that the
design and construction of the MDC Improvements meets applicable MDC goals and
requirements. During the design process and subject to the provisions of Section I.B. above
regarding landscaping improvements MDC input will be incorporated by the City into the
Project designs of for the MDC improvements. During construction of the MDC
Improvements, MDC may request change orders in compliance with the timelines provided
for in the Cost -Share Agreement. For change orders that are granted MDC will be
responsible for any increased cost and will have the amount owed to the City reduced by any
decrease in cost associated with the change order. If the City declines to pursue the change
order, then it will pay for any increased cost associated with the difference between the
requested charge order and what is constructed.
PROJECT AGREEMENT BETWEEN MDC AND CITY- PINE AVE. PROJECT PAGE 2
B. Final acceptance. Upon final completion of the MDC Improvements, MDC Contact shall
report same to the MDC Board, and shall provide to City written notice of the MDC Board's
approval of the MDC Improvements.
C. Reimbursement. Within thirty (30) days of City's invoice for payments made for MDC
Improvements or expenses related thereto, MDC shall pay City in full.
111. GENERAL PROVISIONS.
A. City and MDC Contacts. The parties hereby designate the following individuals to serve as
the City Contact and MDC Contact, respectively:
City Contact: MDC Contact:
Mike Barton, Parks Superintendent Ashley Squyres, Administrator
mbarton@meridiancity.org meridiandevelopmentcorp@gmail.com
208-888-3579 208-477-1632
B. Notice. Communication between City Contact and MDC Contact may occur via e-mail or
telephone. All other notices required to be given by either of the parties hereto shall be in
writing and be deemed communicated when personally served, or mailed in the United States
mail, addressed as follows:
If to City: If to MDC:
City Clerk, City of Meridian Ashley Squyres, Administrator
33 E. Broadway Avenue Meridian Development Corporation
Meridian, Idaho 83642 104 East Fairview Avenue #239
Meridian, Idaho 83642
C. Term. This Agreement begins immediately upon execution and unless earlier terminated as
provided herein, this Agreement shall expire on December 31, 2020 or upon payment of the
amount owed hereunder by MDC, whichever occurs first.
D. Assignment. Neither party shall assign all or any portion of its respective interest in this
Agreement or any privilege or right hereunder, either voluntarily or involuntarily, without the
prior written consent of the other party. This Agreement and each and all of the terms and
conditions hereof shall apply to and are binding upon the respective organizations, legal
representative, successors, and assigns of the parties.
E. No agency. For purposes of or in furtherance of this Agreement, neither party nor its
respective employees, agents, contractors, officials, officers, servants, guests, and/or invitees
shall be considered agents of the other in any manner or for any purpose whatsoever.
F. Hold harmless. For purposes of or in furtherance of this Agreement, each party and each of
its employees, agents, contractors, officials, officers, servants, guests, and/or invitees, shall
save and hold harmless the other party from and for any and all losses, claims, actions,
judgments for damages, or injury to persons or property and losses and expenses caused or
PROJECT AGREEMENT BETWEEN MDC AND CITY- PINE AVE. PROJECT PAGE 3
incurred by either party or any employee, agent, contractor, official, officer, servant, guest,
and/or invitee thereof.
G. Compliance with laws. In performing the scope of services required hereunder, City and
MDC shall comply with all applicable laws, ordinances, and codes of Federal, State, and
local governments.
H. Attorney Fees. Should any litigation be commenced between the parties hereto concerning
this Agreement, the prevailing party shall be entitled, in addition to any other relief as may be
granted, to court costs and reasonable attorneys' fees as determined by a court of competent
jurisdiction. This provision shall be deemed to be a separate contract between the parties and
shall survive any default, termination or forfeiture of this Agreement.
I. Termination.
1. Grounds. Grounds for termination of this Agreement shall include, but shall not be
limited to: an act or omission by either party which materially breaches any term of this
Agreement; an act of nature or other unforeseeable event which precludes or makes
impossible the performance of the terms of this Agreement by either party; or a change in
or occurrence of circumstances that renders the performance by either party a detriment
to the public health, safety, or welfare.
2. Process. Either party may terminate this Agreement by providing thirty (30) days' notice
of intention to terminate. Such notice shall include a description of the breach or
circumstances providing grounds for termination. A fourteen (14) day cure period shall
commence upon provision of the notice of intention to terminate. If, upon the expiration
of such cure period, cure of the breach or circumstances providing grounds for
termination has not occurred, this Agreement may be terminated upon mailing of notice
of termination.
Effect of MDC termination. Should MDC terminate this Agreement at any point after
ACHD incurs expenses or contractual obligations related to installation or programmed
installation of the MDC Improvements, MDC shall pay to City the full remaining amount
due from City to ACHD for all such expenses or contractual obligations, both those
incurred as of termination of this Agreement and those to be incurred, as set forth in the
Cost -Share Agreement. This paragraph remains subject to the provisions of this
Agreement regarding change orders set forth above in paragraph II.A.
J. Construction and severability. If any part of this Agreement is held to be invalid or
unenforceable, such holding will not affect the validity or enforceability of any other part of
this Agreement so long as the remainder of the Agreement is reasonably capable of
completion.
K. Non -waiver. Failure of either party to promptly enforce the strict performance of any tern
of this Agreement shall not constitute a waiver or relinquishment of any party's right to
thereafter enforce such term, and any right or remedy hereunder may be asserted at any time
PROJECT AGREEMENT BETWEEN MDC AND CITY -PINE AVE. PROJECT PAGE 4
after the governing body of either party becomes entitled to the benefit thereof,
notwithstanding delay in enforcement.
L. Approval required. This Agreement shall not become effective or binding until approved
by the respective governing bodies of both City and MDC. The Parties signatory hereto
represent and warrant that each is duly authorized to bind, respectively, City and MDC to this
Agreement in all respects.
M. Appropriation. Notwithstanding anything in this Agreement to the contrary, MDC's
obligations under this Agreement to provide payment to City as described herein shall be
subject to and dependent upon appropriations being made by the MDC governing board for
such purpose. The officer or administrator charged with the responsibility of preparing
MDC's Fiscal Year budgets shall include in that proposed budget the amount noted herein,
which will be duly considered by the Board along with the other proposed expenditures for
each Fiscal Year during the term of this Agreement.
N. Entire Agreement. This Agreement contains the entire agreement of the parties and
supersedes any and all other agreements or understandings, oral or written, whether previous
to the execution hereof or contemporaneous herewith.
IN WITNESS WHEREOF, the parties shall cause this Agreement to be executed by
their duly authorized officers to be effective as of the day and year first above written.
MERIDIAN DEVELOPMENT CORPORATION:
CITY OF MERIDLAN:
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BY:
Tammy V*rd, Mayor
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Attest:- ="
. ay Co Vty Clerk
PROJECT AGREEMENT BETWEEN MDC AND CITY— PINE AVE. PROJECT PAGE 5
EXHIBIT A
MDC IMPROVEMENTS
This is a general description of the improvements to be planned and funded
by MDC. The MDC Improvements noted below will be considered to be modified
to correspond to any change order requested by MDC. The MDC Improvements
include the following:
1. Any associated easements or rights of way necessary to construct these
MDC Improvements.
2. Sidewalks
3. Landscaping
a. Trees and Plantings
b. Irrigation components
4. Historical Lighting
a. Poles
b. Associated electrical/utility
PROJECT AGREEMENT BETWEEN MDC AND CITY -PINE AvE. PROJECT PACE 6