HomeMy WebLinkAboutAda County Highway District Interagency Agreement Road and Water Construction ACHD Project # 519017 - 2021- Residential Capitol Maintenance Send to Miranda Carson 5-19 INTERAGENCY AGREEMENT FOR:
ROADWAY CONSTRUCTION /WATER CONSTRUCTION
2021 Residential Capital Maintenance
ACHD PROJECT NO. 519017
THIS INTERAGENCY AGREEMENT FOR ROADWAY CONSTRUCTION/WATER
CONSTRUCTION ("Agreement") is made and entered into this 18th day of May
2022, by and between the ADA COUNTY HIGHWAY DISTRICT, a highway district organized
under the laws of the State of Idaho ("DISTRICT" or "ACHD"), and the CITY OF MERIDIAN, a
municipal corporation organized under the laws of the State of Idaho ("MERIDIAN" or "City"),
regarding ACHD Project no. 519017.
RECITALS
WHEREAS, ACHD is a single county-wide highway district, a public entity, organized
and existing pursuant to Idaho Code Title 40, Chapter 14, as amended and supplemented,
with the exclusive jurisdiction and authority to maintain, improve, regulate and operate public
rights-of-way in Ada County;
WHEREAS, City is a municipal corporation organized and operating pursuant to
Idaho Code Title 50, as amended and supplemented with jurisdiction, authority and police
power to regulate and control municipal activities within the City;
WHEREAS, Idaho Code § 67-2332 provides that one or more public agencies may
contract with any one or more other public agencies to perform any governmental service,
activity or undertaking which each public agency entering into the contract is authorized by
law to perform, provided that such contract is authorized by the governing body of each party
and that such contract shall set forth fully the purposes, powers, rights, objectives and
responsibilities of the contracting parties; and
WHEREAS, DISTRICT and MERIDIAN desire to undertake a cooperative effort to
incorporate into the DISTRICT'S road construction projects known as 2021 Residential
Capital Maintenance ("Project" or "Project Boundaries"), certain modifications or
improvements to City owned facilities, including replacing and relocating water services
and abandoning, installing and relocating fire hydrants, (collectively, "City Water
Improvements") as detailed in Project no. 519017, to be constructed pursuant to a Change
Order to a separately-executed agreement between DISTRICT and the selected Contractor
("CONTRACT"); and
WHEREAS, DISTRICT is willing to accommodate MERIDIAN'S request by including
the City Water Improvements reflected in redline edits to the Project plans, subject to the
terms, conditions and obligations set forth in this Agreement and so long as DISTRICT
receives assurances by the City that it will fully reimburse DISTRICT for all actual costs
including, without limitation, any indirect costs and expenses that DISTRICT incurs as a result
of the additional work attributable to the modification or installation of the City Water
Improvements within the Project Boundaries; and
Interagency Agreement for 2021 Residential Capital Maintenance
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NOW, THEREFORE, in consideration of the foregoing premises, mutual covenants and
agreements herein contained, the parties hereto agree as follows:
1. DISTRICT SHALL:
a. Be the party responsible for executing and administering the construction
CONTRACT for the roadway reconstruction and incorporation of the City Water
Improvements referenced herein into said CONTRACT by issuance of a Change
Order which shall include, inter alia, a provision that all work required for the City
Water Improvements shall be performed in conformance with the most current edition
of the Idaho Standards for Public Works Construction (ISPWC) and the most current
City of MERIDIAN Supplemental Specifications to the ISPWC.
b. Include in the CONTRACT by issuance of a Change Order, a term providing that
MERIDIAN will have the right and authority to work directly with the Contractor to
resolve any claims relating in any way to the City Water Improvements and that any
such claims will be reviewed, approved or denied by MERIDIAN including
enforcement of the two (2) year warranty period to be started at the date described in
the final acceptance letter from MERIDIAN.
c. Coordinate with MERIDIAN should any changes be made to DISTRICT's portion of
the CONTRACT or work pursuant thereto that does or may impact the City Water
Improvements.
d. Make monthly progress payments and the final CONTRACT payment to the
Contractor in conformance with the terms of the construction CONTRACT.
e. Submit to MERIDIAN a copy of each design consultant billing attributable to the City
Water Improvements if applicable and Contractor progress payment estimate, and
the final CONTRACT payment estimate, as such estimates are approved by
DISTRICT after obtaining MERIDIAN'S concurrence regarding MERIDIAN'S portion
of the CONTRACT, together with an invoice for MERIDIAN'S share of the
construction CONTRACT costs earned by and to be paid to the Contractor.
f. As applicable, provide for the reference and replacement of all pre-existing survey
monuments within the Project.
g. Provide the field survey and grade control necessary for construction of the roadway.
Centerline or offsets and stationing shall be established prior to the City staking any
sanitary sewer or potable water service lines, water valve boxes, manhole locations,
and other City facilities.
h. At the conclusion of the Project, submit to MERIDIAN written documentation of
expenditures with an invoice for payment of all costs and expenses the DISTRICT
incurs, in addition to those provided under paragraph 1.e. above, as a result of the
additional work attributed to the City Water Improvements within the Project
Boundaries, including but not limited to, costs or changed conditions, plan errors and
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omissions, and delays attributable to design and/or installation of the City Water
Improvements.
i. Indemnify, save harmless and defend regardless of outcome, MERIDIAN from
expenses and against suites, actions, claims or losses of every kind, nature and
description, including costs, expenses and attorney fees caused by or arising out of
any negligent acts by DISTRICT or DISTRICT'S officers, employees, agents or
contractors while acting within the course and scope of their employment, which arise
from or which are in any way connected to the City Water Improvements. Such
indemnification hereunder by DISTRICT shall in no event cause the liability of
DISTRICT for any negligent act to exceed the amount of loss, damages, or expenses
of attorney fees attributable to such negligent act, and shall not apply to loss,
damages, expenses or attorney fees attributable to the negligence of MERIDIAN.
This duty to defend, indemnify and hold harmless is subject to the limitations of Idaho
law, including Article VII Section 4, Idaho Constitution and Idaho Code Title 6
Chapter 9 (the Idaho Tort Claims Act), and to any other limitations set forth in the
Agreement.
2. MERIDIAN SHALL:
a. Provide the inspection, field survey and grade control required for the installation of
all City Water Improvements incorporated into the Project and installed and adjusted
under the CONTRACT and provide copies of appropriate tests and construction
diaries to the District Project Representative as designated by DISTRICT.
b. Provide DISTRICT with the red lined plans (or pursuant to Paragraph 1 .e. pay the
DISTRICT the actual cost if the DISTRICT'S design consultant prepares the same)
for the City Water Improvements to be incorporated into the Project for the
CONTRACT (all work required for the City Water Improvements to be performed in
accordance with the most current edition of the Idaho Standards for Public Works
Construction (ISPWC), the City's Supplemental Specifications to the ISPWC, and the
City's Revisions to the Standard Specifications).
c. Remit to DISTRICT, within thirty-five (35) calendar days after the date of any invoice
referenced in paragraph 1.g., all funds for which MERIDIAN is responsible pursuant
to the approved progress payment estimate and the final CONTRACT payment
estimate.
d. Remit to DISTRICT, within thirty-five (35) calendar days after the date of invoice
referenced in paragraph 1 .j., all funds for which MERIDIAN is responsible pursuant to
this Agreement.
e. Reimburse DISTRICT five percent (5%) of MERIDIAN'S construction costs
attributable to the City Water Improvements as payment toward the additional costs
incurred by DISTRICT, including overhead and benefits, and project administration
costs which include but are not limited to: public advertisement of the Project,
supplying bid plans, supplying construction plans, preparing and holding the
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preconstruction meeting, generating monthly pay estimates and paying the
Contractor, preparing change orders, general construction project oversight, and
maintaining construction project files.
f. Reimburse DISTRICT for mobilization, traffic control, flagging, detours and weekly
meetings on a prorated basis. The prorated basis for the above items will be
calculated using the percentage of MERIDIAN'S project costs as they relate to the
total project construction costs.
g. Provide (at City's sole costs) trench compaction testing for the City Water
Improvements from one-foot (1') above the pipe zone to sub-grade of the roadway
section; trench compaction testing shall be provided at the minimum frequency rate
of one (1) test per one thousand (1,000) lineal feet, minimum one (1) for every three
(3) transverse trenches; provide all re-testing required in any area that does not meet
CONTRACT requirements; and provide copies of tests for the area along the
alignment of the pipeline to the designated DISTRICT representative.
h. Be liable for the cost of repairing any trench failure attributable to the City Water
Improvements within the Project Boundaries, and be liable for and indemnify, defend and
hold DISTRICT harmless for any and all costs, claims, and damages resulting from any
such trench failure.
i. Reimburse DISTRICT for any additional costs to DISTRICT over and above costs
specifically enumerated herein, where such costs are attributable to the installations,
adjustments, relocations and abandonments of the City Water Improvements or to
the removal of any or all items from the CONTRACT that are associated with the
installation of the City Water Improvements.
j. Indemnify, save harmless and defend regardless of outcome, DISTRICT from
expenses and against suites, actions, claims or losses of every kind, nature and
description, including costs, expenses and attorney fees caused by or arising out of
any negligent acts by MERIDIAN or MERIDIAN'S officers, employees, agents or
contractors while acting within the course and scope of their employment, which arise
from or which are in any way connected to the City Water Improvements. Such
indemnification hereunder by MERIDIAN shall in no event cause the liability of
MERIDIAN for any negligent act to exceed the amount of loss, damages, or
expenses of attorney fees attributable to such negligent act, and shall not apply to
loss, damages, expenses or attorney fees attributable to the negligence of
DISTRICT. This duty to defend, indemnify and hold harmless is subject to the
limitations of Idaho law, including Article VII Section 4, Idaho Constitution and Idaho
Code Title 6 Chapter 9 (the Idaho Tort Claims Act), and to any other limitations set
forth in the Agreement.
k. Work directly with the Contractor to resolve any claims relating in any way to the City
Water Improvements; any and all such claims will be reviewed, approved or denied by
MERIDIAN and MERIDIAN shall indemnify, save harmless and defend regardless of
outcome, DISTRICT from expenses and against suites, actions, claims or losses of every
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kind, nature and description, including costs, expenses and attorney fees caused by or
arising out of any and all such claims regardless of the outcome of the City's efforts to
resolve said claims with the Contractor.
3. THE PARTIES HERETO FURTHER AGREE THAT:
a. In accordance with Idaho Code § 67-2332, the purposes, powers, rights and
objectives of each of the parties are as set forth in the Recitals above. Each of the
Recitals above is incorporated into the body of this Agreement.
b. The amount to be reimbursed to DISTRICT by MERIDIAN for MERIDIAN'S portion of
the Project shall be based on the actual quantities of work acceptably performed
and/or installed, as determined from field measurements made by MERIDIAN, and
paid for pursuant to the unit, and or lump sum prices, established in the CONTRACT.
c. DISTRICT shall obtain MERIDIAN'S approval prior to commencement of any change
order work involving the installations, adjustments, relocations and abandonments of
City water or sewer facilities.
d. Prior to commencement of work by the Contractor, the parties will, together with the
Contractor, inspect within the entire Project Boundaries for the purpose of reviewing
the Project to locate any unstable areas and to resolve any items of concern or
misunderstanding.
e. This Agreement may not be enlarged, modified, amended or altered except in writing
signed by both of the parties hereto.
f. All signatories to this Agreement represent and warrant that they have the power to
execute this Agreement and to bind the agency they represent to the terms of this
Agreement.
g. Should either party to this Agreement be required to commence legal action against
the other to enforce the terms and conditions of this Agreement, the prevailing party
shall be entitled to reasonable attorney's fees and costs incurred in said action.
h. Any action at law, suit in equity, arbitration or judicial proceeding for the enforcement
of this Agreement shall be instituted only in the courts of the State of Idaho, County
of Ada.
i. This Agreement shall be binding upon and inure to the benefit of the personal
representatives, heirs and assigns of the respective parties hereto.
j. Nothing in this Agreement shall be construed to be an indebtedness or liability in
violation of Article VIII, Section 3 of the Idaho Constitution.
k. The validity, meaning and effect of this Agreement shall be determined in accordance
with the laws of the State of Idaho.
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I. This Agreement and the exhibits hereto constitute the full and entire understanding
and agreement between the parties with regard to the transaction contemplated
herein, and no party shall be liable or bound to the other in any manner by any
representations, warranties, covenants or agreements except as specifically set forth
herein.
m. The promises, covenants, conditions and agreements herein contained shall be
binding on each of the parties hereto and on all parties and all persons claiming
under them or any of them; and the rights and obligations hereof shall inure to the
benefit of each of the parties hereto and their respective successors and assigns.
n. If any part of this Agreement is held to be illegal or unenforceable by a court of
competent jurisdiction, the remainder of this Agreement shall be given effect to the
fullest extent reasonably possible.
o. The failure of a party to insist on the strict performance of any provision of this
Agreement or to exercise any right or remedy upon a breach hereof shall not
constitute a waiver of any provision of this Agreement or limit such party's right to
enforce any provision or exercise any right. No acknowledgments required
hereunder, and no modification or waiver of any provision of this Agreement or
consent to departure therefrom, shall be effective unless in writing and signed by
DISTRICT and MERIDIAN.
p. The headings used in this Agreement are used for convenience only and are not to
be considered in construing or interpreting this Agreement.
q. This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but both of which together shall constitute one and the same.
r. The parties hereto agree that nothing herein contained shall be construed to create a
joint venture, partnership or other similar relationship which might subject any party to
liability for the debts and/or obligations of the others, except as otherwise expressly
agreed in this Agreement.
s. This Agreement is not intended to create, nor shall it in any way be interpreted or
construed to create, any third-party beneficiary rights in any person not a party
hereto.
t. All parties have been represented by legal counsel, and no party shall be deemed to
be the drafter of this Agreement for purposes of interpreting an ambiguity against the
drafter.
u. Time shall be of the essence for all events and obligations to be performed under this
Agreement. Without limiting the foregoing, in the event that MERIDIAN does not
timely comply with any of its obligations hereunder, DISTRICT shall have no
obligation whatsoever to incorporate, facilitate, and/or complete the City Water
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Improvements, regardless of whether prior approval has been given by DISTRICT to
MERIDIAN.
IN WITNESS HEREOF, the parties hereto have executed this Agreement on the day
and year herein first written.
ATTEST: ADA COUNTY HIGHWAY DISTRICT
By: By:
Bruce Wong Mary May
Director President, Board of Commissioners
ATTEST: CITY OF MERIDIAN
By:
By:
Chris Johnson 5-18-2022 Robert E. Simison 5-18-2022
City Clerk Mayor
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STATE OF IDAHO )
) ss.
COUNTY OF ADA )
On this _ day of 2022, before me, the undersigned,
personally appeared Mary May and BRUCE WONG, President of the Board of
Commissioners and Director respectively of the ADA COUNTY HIGHWAY DISTRICT, a body
politic and corporate, known to me to be the persons whose names are subscribed to the
within instrument, and acknowledged to me that they executed the same for and on behalf of
said body.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year first above written.
Notary Public for Idaho
Residing at Idaho
My commission expires:
STATE OF IDAHO )
) ss.
COUNTY OF ADA )
On this 18th day of May 2022, before me, the undersigned,
personally appeared Brad Hoaglun and Chris Johnson to be thecoundPresidentand City
Clerk respectively of MERIDIAN, a municipal corporation, known to me to be the
persons whose names are subscribed to the within instrument, and acknowledged to me
that they executed the same for and on behalf of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year first above written.
CHARLENE WAY Cha&ycWo-,q
COMMISSION No. 67390
NOTARY PUBLIC Notary Public for Idaho
STATE OF IDAHO Residing at_Meridian Idaho
My commission expires: 3-28-2028
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