HomeMy WebLinkAboutACHD traffic signal Meridian Fire Station No. 6Meridian Fire Station No. 6
COM 18-0166
1435 W. Overland Rd.
TRAFFIC SIGNAL CONSTRUCTION, INSTALLATION
AND MAINTENANCE AGREEMENT
This TRAFFIC SIGNAL CONSTRUCTION, INSTALLATION AND MAINTENANCE
AGREEMENT is made and entered into this �8Ay) day of
,D�C(?,Mb c , 20 5, by and between ADA COUNTY HIGHWAY DISTRICT
("ACHD") and City of Meridian ("Developer");
WITNESSETH:
FOR GOOD AND SUFFICIENT CONSIDERATION, IT IS AGREED:
SECTION 1. Definitions. As used in this Agreement, the following terms shall have the
following meanings:
(a) The term "ACHD" shall refer to ADA COUNTY HIGHWAY DISTRICT, a
body politic and corporate of the State of Idaho whose address is 3775 N. Adams Street,
Garden City, Idaho 83714-6499; the contact person at ACHD, and the person with
authority to execute the ACHD approvals required hereunder is William J. Gall, whose
telephone number is (208) 387-6177 and whose email is bgall@achdidaho.org.
(b) The term "ACHD Requirements" shall mean the requirements set forth in
the ACHD Planning Review Staff Report dated August 28, 2018, approved by the
Commission at its regular meeting held on the 28th day of August, 2018, which Report,
as so approved, is by this reference incorporated herein, and for purposes of this
Agreement shall specifically refer to Site Specific Requirement number(s) C.3. as set forth
therein.
(c) The term "Agreement" shall refer to this Traffic Signal Construction,
Installation and Maintenance Agreement.
(d) The term "Developer" shall refer to City of Meridian an Idaho city, whose
address is 33 E. Broadway, Meridian, Idaho 83642, whose Facilities Project Manager is
Stacy Redman, whose telephone number is (208) 898-5500 and whose email is
sredman(a-),meridiancity.org.
(e) The term "Project" shall refer to the design, construction and installation of
the traffic signals, poles, wiring, conduit, junction boxes, video detection, foundations and
other related facilities contemplated by the ACHD Requirements, and, if also called for in
Traffic Signal Agreement, page 1
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the ACHD Requirements associated with the construction and installation of the traffic
signals, paving, curbs, gutters and sidewalks, striping and pavement marking, signing,
manhole adjustments and concrete collars, street lighting and/or relocation of irrigation
and drainage facilities.
(f) The term “Project Manager” shall refer to Eric Cronin P.E. an engineer
licensed under the laws of the State of Idaho, who has been selected by Developer to
manage and coordinate the design, construction and installation of the Project and who
will serve as the contact person among the Developer, the Project contr actor(s) and
ACHD. The Project Manager’s address is 462 E. Shore Dr. Ste. 100, Eagle, Idaho 83616,
telephone number is (208) 939-4041, and email is eric@thelandgroupinc.com.
(g) The term “Project Contractor” shall refer to Engineered Structures, Inc.,
a corporation, whose Construction Project Manager is Nick Ploetz. W ho has been
selected by the Developer to Manage the construction of the project. and who will also
serve as the contact person among the Developer, the Project contractor(s) and ACHD.
The Construction Project Manager’s address is 3300 E. Louise Dr. Suite 300, Meridian,
Idaho 83642, telephone number is (208) 362-3040, and email is
nickploetz@esiconstruction.com.
(h) The term “Right-of-Way” shall mean the public right-of-way in Ada County,
Idaho under the jurisdiction of ACHD.
(i) The term “Substantial Completion” shall have the same meaning as in the
ACHD General Conditions for a construction contract, as follows: “The construction (of
the Project) will be considered to be substantially complete when it can be safely used or
occupied by the public for its intended purpose despite the fact that some item or items
remain uncompleted.” In the context of this Agreement, Substantial Completion is defined
as having the traffic signal installed and operational; all unnecessary traffic control items
removed; the area cleaned, maintained and swept; traffic signing complete; and, if called
for in the approved design of the Project, striping and pavement marking, storm drain,
irrigation and associated appurtenances, manhole adjustments and concrete collars and
street lighting, all complete and operational.
(j) The term “Traffic Signal Hardware” shall mean those items of equipment,
hardware and cable required for the Project which are included among the items
described on Exhibit “1” attached hereto.
SECTION 2. Recitals.
2.1 ACHD is, or prior to commencement of construction of the Project will become,
the owner of all of the Right-of-Way required for the Project. Some of this Right -of-Way
may be dedicated TO ACHD by Developer, with a reserved right in Developer to construct
and install the Project as agent f or ACHD.
Meridian City Council Meeting Agenda December 18, 2018 – Page 209 of 702
Traffic Signal Agreement, page 3
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2.2 As the Project will provide ingress and egress to and from Developer’s
development and ACHD system of public highways for motorized and nonmotorized
vehicles and pedestrian traffic, the costs of designing, constructing and installing the
Project is the sole responsibility of Developer. Following acceptance of the Project into
its system of highways as built in accordance with ACHD policies and approved designs,
title to the Project will pass to ACHD and ACHD will have the responsibility to r epair,
maintain and replace the traffic signals as needed.
2.3 To assure compatibility of the Traffic Signal Hardware with hardware for other
traffic signals under the jurisdiction of ACHD, Developer will acquire the Traffic Signal
Hardware from ACHD, at ACHD’s invoice cost.
2.4 This Agreement is entered into by the parties for the purposes of complying
with, and, to the extent of any conflict, supplementing, modifying and amending, the
ACHD Requirements.
SECTION 3. Developer’s Responsibilities. At its sole cost and expense, Developer
agrees to employ the Project Manager, enter into a contract for the design of the Project
on, over, across and under ACHD Right-of-Way at the locations set forth in the ACHD
Requirements, and acquire the Traffic Signal Hardware from ACHD. Developer shall pay
ACHD for the Traffic Signal Hardware at the beginning of the Project and such Traffic
Signal Hardware will be released by ACHD only upon receipt of full payment as provided
in Section 5.1(c), and, as agent for ACHD, enter into a contract for the construction and
installation of the Project in accordance with the Section 4 of this Agreement and designs
approved by ACHD, in writing.
SECTION 4. Design, Plans and Specifications; ACHD Written Approval and Ownership.
4.1 The design of the Project, the preparation of the plans and specifications and
the construction and installation pursuant thereto shall all be accomplished by Developer
in accordance with the standards and requirements set forth in the ACHD Policy Manual,
including, but not limited to: Section 3000-Project Design, Section 5101.1-Traffic Signal
Design Procedures, Section 6000-Construction Services, Section 7000-Development
Policy, Section 8000-Drainage & Storm Water Management, and ACHD Requirements
as defined in Section 1(b) of this Agreement. In addition, the Project shall include and
provide traffic signal interconnect conduit and wiring within the project and on all
intersection approaches with collector road status and above, unless specified otherwise
in the ACHD Requirements as defined in Section 1(b) of this Agreement. Each level and
stage of the Project, the design, plans and specifications, installation and construction
and related contracts entered into by Developer with respect to the P roject, shall be
subject to review, inspection and written approval by ACHD, and the construction itself
shall be subject to the inspection and written acceptance by ACHD.
Meridian City Council Meeting Agenda December 18, 2018 – Page 210 of 702
Traffic Signal Agreement, page 4
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4.2 ACHD shall have access through Developer to all the designs, plans,
specifications, reports, data and other materials (both digital and hard copy) produced by
the Project Manager under this Agreement, and, in the event Developer fails or neglects
to perform its obligations hereunder in the time and manner required under this
Agreement, ACHD shall have unlimited authority to use and disclose the same, in whole
or in part, without any restrictions or limitations with respect thereto. Developer agrees to
so provide in its contract with the Project Manager.
4.3 Upon execution of this Agreement, and the parties’ written acknowledgment
of the final Project plans and Project Manager’s Estimate, Developer shall forward to
ACHD copies of all previously prepared design plans for the Project in its and/or its
consultant’s possession, including but not limited to design plans, data, consultant reports
prepared by third parties, soil reports, engineering reports, and right -of-way plans
(collectively “design plans”). Developer shall obtain any necessary third-party consents
required by ACHD for ACHD’s possession and potential use of the design plans. In the
event of Developer’s default under this Agreement, all ownership interest in the design
plans shall transfer to ACHD and ACHD shall become the exclusive owner of said design
plans for any use whatsoever including but not limited to completion of the Project.
Developer hereby indemnifies and holds ACHD harmless from and against any and all
loss, injury, death and damage, and attorney’s fees and cost that might be incurre d by
ACHD in defending any claim that may result solely from the use of the design plans by
ACHD, its Commissioners, employees, contractors and/or agents.
SECTION 5. ACHD Responsibilities and Obligations.
5.1 ACHD hereby agrees to:
(a) review designs for the Project and answer questions concerning the same,
as requested by the Project Manager;
(b) conduct its review of the design in a timely fashion and agrees that it will
use its best efforts to complete its review and provide its wri tten response to the Project
Manager within fifteen (15) working days after receipt of the same;
(c) release Traffic Signal Hardware to Developer only upon receipt of full
payment for such Traffic Signal Hardware from the Developer as provided in Section 3;
(d) provide access to Developer, its employees, agents and contractors, to its
Right-of-Way required for the Project;
(e) perform inspection and testing as required by and in accordance with ACHD
standards; and
Meridian City Council Meeting Agenda December 18, 2018 – Page 211 of 702
Traffic Signal Agreement, page 5
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(f) perform a final inspection upon receipt of written notice that the Project is
ready for final acceptance; when ACHD finds that the work is acceptable and that the
Project is complete, ACHD will issue a written certificate of completion.
5.2 After ACHD has issued its certificate of completion accepting the Project
into its system of highways as constructed and installed in accordance with ACHD
approved designs and this Agreement, ACHD agrees to pay the costs and expenses of
maintaining, repairing and replacing the Project, as needed.
5.3 Activation of any accepted traffic signal shall occur only when deemed
warranted by ACHD in its sole discretion.
SECTION 6. Completion; Warranty of Title.
6.1 The construction and installation of the Project will be considered to be
substantially complete when ACHD has issued its letter of substantial completion and
fully complete when ACHD has issued its written certificate of completion accepting the
Project into its system of highways.
6.2 Upon the completion of the construction and installation of the Project, and
the issuance by ACHD of its written certificate of completion, Developer warrants that the
Project shall be located on Right-of-Way owned by ACHD, free and clear of all liens and
encumbrances.
SECTION 7. Dedication and Reservation of Access Easement. If any real property
required for the Project is to be conveyed by Developer to ACHD as Right -of-Way,
Developer will convey the same to ACHD prior to commencing installation and
construction of the Project. In so dedicating Right -of-Way Developer reserves the right
to access the same to construct and install the Project.
SECTION 8. Appointment of Developer as Agent for ACHD; Permits Required.
8.1 ACHD hereby appoints Developer as its agent for the purpose of entering
into contract(s) for the construction and installation of the Project in the Right-of-Way. If
the contractor fails or neglects to perform its obligations under the construction and
installation contract in a timely and competent manner called for in the contract in
accordance with the designs, plans and specifications therefor approved by ACHD, and
Developer fails or neglects to terminate such contract, ACHD may terminate this agency
and assume the rights of Developer under the contract(s). ACHD may also terminate this
agency as provided in Section 12.3 and pay the contractor(s) from the proceeds of the
letter of credit or other security pledge to ACHD as required by Section 10.
Meridian City Council Meeting Agenda December 18, 2018 – Page 212 of 702
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8.2 Developer will ensure that the contractor constructing and installing the
Project obtains all applicable permits to work in the Right-of-Way and pays all applicable
fees for such permits prior to start of work under the construction contract. (This
Agreement will not function as an ACHD permit to work in the public Right -of-Way).
SECTION 9. Construction Contract; Project Manager’s Certificate and As Built Drawings;
Assignment of Contractor’s Warranty.
9.1 As agent for ACHD, the Developer will enter into a contract for the
construction and installation of the Project in accordance with the ACHD ap proved design.
To assist the Developer in preparing such construction contract ACHD will make available
its standard form of contract for public works of the nature of the Project. Without limiting
what terms and provisions ACHD will require, the contract must include:
(a) a requirement for substantial completion of the construction and installation
of the Project in accordance with the approved designs, plans and specifications: (i)
within seven (7) weeks from the date the Developer issues a notice to proceed to the
Contractor, and (ii) no later than March 1, 2020, and (iii) fully complete the Project within
fourteen days thereafter. Subject to acts of God, war and delays excused or caused by
ACHD, if the construction and installation is not substantially and/or completed within
these time periods the contractor shall pay agreed liquidated damages;
(b) a requirement the contractor maintain liability insurance insuring against
bodily injury or death with limits of not less than $2,000,000 per pe rson and per
occurrence, and property damage with a limit of $1,000,000, naming the Developer and
ACHD as co-insureds;
(c) a two (2)-year warranty of the work and materials on the Project;
(d) a provision to indemnify ACHD and Developer from any and a ll claims by
third persons arising out of the performance of the contract for construction and
installation; and
(e) a provision that ACHD may terminate Developer’s agency as provided in
this Agreement and assume the powers and responsibilities of Devel oper under the
construction and installation contract.
9.2 Upon completion of the Project, the Project Manager shall provide ACHD
with: (i) a document signed by the Project Manager certifying that the Project was
completed in accordance with ACHD approved designs and this Agreement; and (ii)
record (as-built) drawings for the Project in both a reproducible printed format on mylar
and electronic files in PDF and the most current AutoCAD format.
Meridian City Council Meeting Agenda December 18, 2018 – Page 213 of 702
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9.3 The acceptance of the construction and installation of the Project by the
issuance by ACHD of its certificate of completion is deemed to be an assignment by
Developer of the contractor’s two (2)-year warranty of the work and materials on the
Project to ACHD.
SECTION 10. Assurances. Developer will assure ACHD that it will perform its obligations
hereunder in the time and manner provided herein, and it will pay the contractor (s) for
the construction and installation of the Project by providing ACHD with an irrevocable and
unconditional letter of credit in favor of ACHD in an amount equal to one hundred and ten
percent (110%) of the amount of the contract for the construction and installation of the
Project as estimated by ACHD, issued by either a national bank which has a branch in
Ada County, Idaho or another financial institution with offices in Ada County, Idaho which
is acceptable to ACHD, which letter of credit shall be delivered to ACHD prior to the award
of any of such contract(s). In lieu of a let ter of credit, the Developer may provide a cash
bond or pledge other security acceptable to ACHD. When the contractor(s) have been
paid and ACHD has issued its certificate of completion of the Project, such assurance
shall be released to Developer. In its sole discretion, ACHD may allow the reduction of
the assurance as the contractor(s) are paid during the course of construction.
SECTION 11. Inspections. Inspection and testing shall be provided by ACHD and
accomplished as required by and in accordance with ACHD standards.
SECTION 12. Time of Completion; Liquidated Damages; Remedies.
12.1 The construction and installation of the Project shall be substantially
completed: (i) during the months of April to October, inclusive; (ii) within seven (7) weeks
from the date the Developer issues a notice to proceed to the Contractor and, (iii) no later
than March 1, 2020 (the “substantial completion date”).
12.2 Subject to acts of God, war and delays excused or caused by ACHD, if the
construction and installation contract is not: (i) substantially completed by the substantial
completion date, and fully completed and accepted by ACHD within fourteen (14) days
thereafter, Developer shall pay ACHD in either event, as agreed liquidated damages for
inconvenience to the motoring public and not as a penalty, an amount equal to the sum
of $500.00 for each calendar day of delay.
12.3 Except for liquidated damages resulting from delays, the remedy for which
is set forth in Section 12.2, in the event either ACHD or Developer fails or neglects to
perform any other of its obligations hereunder in the time and manner required herein,
the other party shall have all remedies at law or in equity for default of a contract. Without
limiting the foregoing remedies, in the event Developer is the defaulting party ACHD may
terminate the Developer’s agency under Section 8.1 without terminating this Agreement
or excusing Developer from its continuing obligation to pay liquidated damages under
Section 12.2, in which event ACHD shall proceed to cause the contractor(s) to complete
Meridian City Council Meeting Agenda December 18, 2018 – Page 214 of 702
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the Project, using the assurances provided by Developer under Section 10 to pay the
contractor(s).
SECTION 13. Attorneys' Fees. Should either party find it necessary to employ an
attorney for representation in any action seeking enforcement of any of the provisions of
this Agreement, or to protect its interest in any matter arising under this Agreement, or to
recover damages for the breach of this Agreement, or to resolve any disagreement in
interpretation of this Agreement, the unsuccessful party in any final judgment entered
therein agrees to reimburse the prevailing party for all reasonable costs, charges and
expenses, including attorneys' fees, expended or incurred by the prevailing party in
connection therewith and in connection with any appeal, and the same may be included
in such judgment.
SECTION 14. Notices. Any and all notices given by either of the parties hereto shall be
in writing and deemed delivered when either: (i) delivered personally, or (ii) deposited in
the United States Mail, certified, return receipt requested, postage prepaid, addressed to
the other party as the address set forth in Section 1 or at such other mailing address as
may be provided by written notice of such change give n to the other party in the same
manner as above provided.
SECTION 15. Applicable Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Idaho.
SECTION 16. Amending Effect. This Agreement shall, to the extent of any conflict with
the ACHD Requirements, modify, amend and supplement the same.
Section 17. Incorporation of Exhibits. It is agreed that all exhibits to this Agreement are
incorporated by reference and made a part of the terms, provisions and covenants of this
Agreement.
SECTION 18. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their successors and assigns.
SECTION 19. Time of Essence. All times provided for in this Agreement or in any other
instrument or document incorporated herein or contemplated hereby for the performance
of an act will be strictly construed, it being agreed that time is of the essence of this
Agreement.
SECTION 20. Warranty of Authority to Execute.
20.1 The person(s) executing this Agreement on behalf of ACHD represent(s)
and warrant(s) due authorization to do so on behalf of ACHD, and that upon execution of
this Agreement on behalf of ACHD, the same is binding upon, and shall enure to the
benefit of, ACHD.
Meridian City Council Meeting Agenda December 18, 2018 – Page 215 of 702
20.2 If Seller is not a natural person, the person(s) executing the Agreement on
behalf of Seller represent(s) and warrant(s) due authorization to do so on behalf of Seller,
and that upon execution of this Agreement on behalf of Seller, the same is binding upon,
and shall enure to the benefit, of Seller.
SECTION 21. Counterparts. This Agreement shall be executed in two counterparts, each
of which shall be deemed an original but both of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written.
DEVELOPER City of Meridian
By: Tamm eerd
Title: Ma o
ADA COUNTY HIGHWAY DISTRICT
By: William J. Gall
Title: Development Review Supervisor
EXHIBITS
Exhibit 1- Signal Materials List
The Ada County Highway District (ACHD) is committed to compliance with Title VI of the
Civil Rights Act of 1964 and related regulations and directives. ACHD assures that no
person shall on the grounds of race, color, national origin, gender, disability or age be
denied the benefits of, or be otherwise subjected to, discrimination under any ACHD
service, program or activity.
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Meridian City Council Meeting Agenda December 18, 2018 – Page 217 of 702
Meridian City Council Meeting Agenda December 18, 2018 – Page 218 of 702