HomeMy WebLinkAboutAda County Highway District Pathway Segment Design and Construction MEMORANDUM OF AGREEMENT BETWEEN
ADA COUNTY HIGHWAY DISTRICT AND CITY OF MERIDIAN
FOR PATHWAY SEGMENT DESIGN AND CONSTRUCTION
This MEMORANDUM OF AGREEMENT BETWEEN ADA COUNTY HIGHWAY
DISTRICT AND CITY OF MERIDIAN FOR PATHWAY SEGMENT DESIGN AND
CONSTRUCTION ("Agreement"), is made and entered into this 6th day of
December , 2022, by and between the Ada County Highway District, a highway
ACHD organized under the laws of the State of Idaho ("ACHD"), and the City of Meridian, a
municipal corporation organized under the laws of the State of Idaho ("City") (collectively,
"Parties").
WHEREAS,ACHD plans to build a maintenance facility at 3764 W. Ustick Road,
Meridian, Ada County Parcel no. SO434438600 ("Property");
WHEREAS, City, by and through its Parks and Recreation Department, and pursuant to
its Pathways Master Plan, intends to design and construct a multi-use public pathway running
along Fivemile Creek from just east of Ninemile Creek to N. Grand Lake Way. ("Pathway");
WHEREAS, a segment of the Pathway traverses the north side of the Property
("Pathway Segment");
WHEREAS,ACHD is required by its April 19, 2022 Development Agreement with City
(recorded in Ada County as Instrument no. 2022-038673)to install the Pathway Segment;
WHEREAS, City and ACHD have an opportunity to cooperate in design and
construction of the Pathway Segment;
NOW, THEREFORE, for and in consideration of the covenants, agreements and
conditions hereinafter set forth, the Parties mutually agree as follows:
I.PARTIES'RESPONSIBILITIES.
A. Contacts. City shall designate an individual to serve as City Contact, which individual shall
consult with ACHD upon ACHD's request and as specified in this Agreement. ACHD shall
designate an individual to serve as ACHD Contact, which individual shall consult with City
upon City's request and as specified in this Agreement. The Contacts shall each be
authorized to make communications on behalf of their respective agencies.
B. Pathway design. City has engaged design professionals to design and prepare construction
plans for the Pathway,pursuant to the specifications established by City's Pathways Master
Plan. City shall pay the design professionals in full, shall bear all expenses associated with
design of and preparation of the construction plans for Pathway, and shall manage all aspects
of the design of and preparation of the construction plans for the Pathway.
MEMORANDUM OF AGREEMENT BETWEEN CITY AND ACHD
FOR PATHWAY DESIGN AND CONSTRUCTION PAGE I
C. Pathway bid. Following completion of design of and preparation of the construction plans
for the Pathway, City shall,pursuant to City's Procurement Policy, issue a request for bids
for construction of the Pathway, with alternate scopes of work for 1) construction of the
Pathway with the Pathway Segment, and 2) construction of the Pathway without the Pathway
Segment. City shall manage all aspects of the request for bids and selection of the contractor,
and shall bear all expenses associated with selection of the contractor.
D. ACHD option. Following City's selection of a contractor, City Contact shall provide to
ACHD Contact the bid for the scope of work for construction of the Pathway with the
Pathway Segment. ACHD Contact shall seek input from ACHD, determine whether ACHD
will partner with City to build the Pathway Segment as part of construction of the Pathway,
and communicate the decision to City Contact. If ACHD elects not to partner with City for
such purpose, this Agreement shall automatically terminate upon ACHD Contact's written
communication of such decision to City Contact.
E. Pathway construction and reimbursement. If ACHD does elect to partner with City to
build the Pathway Segment as part of construction of the Pathway, City shall construct the
Pathway, including the Pathway Segment. Within thirty(30) days of completion of
construction of the Pathway and receipt of final invoice from the contractor for construction
of the Pathway and Pathway Segment, City shall issue to ACHD an invoice for the
proportionate cost of constructing the Pathway Segment in conjunction with the City's
construction of the Pathway. ACHD shall pay City in full for such costs within thirty(30)
days of City's issuance of the invoice.
II.GENERAL PROVISIONS.
A. City and ACHD Contacts. The Parties hereby designate the following individuals to serve
as the City Contact and ACHD Contact, respectively:
City Contact: ACHD Contact:
Mike Barton, Parks Superintendent Heather Friddle, Superintendent
mbarton@meridiancity.org hfriddle@achdidaho.org
208-884-5533 208-509-2031
B. Notice. Communication between City Contact and ACHD 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 ACHD:
City Clerk, City of Meridian Ada County Highway District
33 E. Broadway Avenue 3775 Adams Street
Meridian, Idaho 83642 Garden City, Idaho 83714
C. Non-appropriation. Notwithstanding any other provision of this Agreement, City shall not
be obligated by any provision of this Agreement unless and until the Meridian City Council
appropriates adequate funds for this Agreement in the City's budget for the applicable fiscal
year. In the event that funds are not appropriated necessary to meet obligations contemplated
MEMORANDUM OF AGREEMENT BETWEEN CITY AND ACHD
FOR PATHWAY DESIGN AND CONSTRUCTION PAGE 2
by this Agreement, then this Agreement shall terminate. City shall notify ACHD of any such
non-appropriation of funds at the earliest practicable date.
D. Assignment. Neither party shall assign or sublet 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 parry 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
incurred by either parry 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
ACHD shall comply with all applicable laws, ordinances, and codes of Federal, State, and
local governments.
H. Termination. This Agreement may be terminated by either Party upon mailing of notice of
termination.
I. 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.
J. Non-waiver. Failure of either party to promptly enforce the strict performance of any term
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
after the governing body of either parry becomes entitled to the benefit thereof,
notwithstanding delay in enforcement.
K. Approval required. This Agreement shall not become effective or binding until approved
by the respective governing bodies of both City and ACHD. The Parties signatory hereto
represent and warrant that each is duly authorized to bind, respectively, City and ACHD to
this Agreement in all respects.
L. 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.
MEMORANDUM OF AGREEMENT BETWEEN CITY AND ACHD
FOR PATHWAY DESIGN AND CONSTRUCTION PAGE 3
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.
ADA COUNTY HIGHWAY DISTRICT: ADA COUNTY HIGHWAY DISTRICT:
By: By:
Mary a ce W'Ung
President, of Com issioners
CITY OF MERIDIAN: ATTEST:
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S �UAL
By: By: �.
Robert E. Si iso 12-6-2022 Chris John n 12"-'6 22
Mayor City Clerk
MEMORANDUM OF AGREEMENT BETWEEN CITY AND ACHD
FOR PATHWAY DESIGN AND CONSTRUCTION PAGE 4