HomeMy WebLinkAboutAda County Highway District Water/Sewer Roadway Construction Project No. 10567 INTERAGENCY AGREEMENT FOR:
WATER AND SEWER CONSTRUCTION/ ROADWAY CONSTRUCTION
E Idaho Ave. Water & Sewer Main Replacement
MERIDIAN PROJECT NO. 10567
THIS INTERAGENCY AGREEMENT FOR WATER AND SEWER CONSTRUCTION/
ROADWAY CONSTRUCTION ("Agreement") is made and entered into this 16th day of
January 20 24 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 ("_MERIDAN " or "City"), regarding MERIDAN Project
no. —10567
RECITALS
WHEREAS, _MERIDIAN 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, 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, 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, MERIDIAN and ACHD desire to undertake a cooperative effort to
incorporate into City's water and sewer construction project known as WATER AND SEWER
MAIN REPLACEMENT — E IDAHO AVENUE, N MAIN ST TO NE 6T" ST, to include certain
modifications or improvements to DISTRICT'S owned facilities on E. Idaho Avenue from N.
Meridian Rd to NE 6t" St. (collectively, "DISTRICT Roadway Improvements"), to be constructed
pursuant to an agreement between City and the selected Contractor ("CONTRACT"); and
WHEREAS, _MERIDIAN is willing to accommodate ACHD'S request by including
the DISTRICT Roadway Improvements in the Project plans, subject to the terms, conditions
and obligations set forth in this Agreement and so long as City receives assurances by the
DISTRICT that it will fully reimburse City for all actual costs including, without limitation, any
indirect costs and expenses that City incurs as a result of the additional work attributable to the
modification or installation of the DISTRICT Roadway Improvements within the Project
Boundaries; and
Interagency Agreement for Water and Sewer Construction/Roadway Construction 12-13-2023
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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. CITY SHALL:
a. Be the party responsible for soliciting, receiving and opening of bids and for executing
and administering the construction CONTRACT for the City Water and Sewer
Improvements and DISTRICT Roadway Improvements referenced herein, which
CONTRACT shall include, inter alia, a provision that all work required for the
DISTRICT Roadway Improvements shall be performed in conformance with the most
current edition of the Idaho Standards for Public Works Construction (ISPWC) and the
most current DISTRICT Supplemental Specifications to the ISPWC. It is hereby
specifically agreed that:
i. Adjustment of water valve boxes and covers to grade shall include reconstruction
in conformance with ISPWC Section 404, and
H. Adjustment of sewer manholes to grade shall include reconstruction in
conformance with ISPWC Section 602.
b. Provide DISTRICT with a complete set of combined bid documents for the City Water
and Sewer Improvements and for the DISTRICT Roadway Improvements.
c. Furnish DISTRICT with an abstract of all bids received, and obtain DISTRICT'S written
concurrence with City's recommendation for award of the CONTRACT prior to making
such award. DISTRICT'S concurrence shall specifically acknowledge that the
DISTRICT Roadway Improvements are and shall be subject to the terms and
conditions of this Agreement. If DISTRICT does not concur, City shall remove the
DISTRICT Roadway Improvements and if necessary, rebid the Project. DISTRICT
shall be responsible and shall reimburse City for any and all costs suffered by City
attributable to the removal of the DISTRICT Roadway Improvements from the Project
and if applicable, the rebidding of the Project.
d. Include in the CONTRACT, a term providing that DISTRICT will have the right and
authority to work directly with the Contractor to resolve any claims relating in any way
to the DISTRICT Roadway Improvements and that any such claims will be reviewed,
approved or denied by DISTRICT including enforcement of the two (2) year warranty
period to be started at the date described in the final acceptance letter from DISTRICT.
e. Coordinate with DISTRICT should any changes be made to City's portion of the
CONTRACT or work pursuant thereto that does or may impact the DISTRICT Roadway
Improvements.
f. Make monthly progress payments and the final CONTRACT payment to the
Contractor in conformance with the terms of the construction CONTRACT.
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g. Submit to DISTRICT a copy of each design consultant billing attributable to the
DISTRICT Roadway Improvements if applicable and Contractor progress payment
estimate, and the final CONTRACT payment estimate, as such estimates are approved
by City after obtaining DISTRICT'S concurrence regarding DISTRICT'S portion of the
CONTRACT, together with an invoice for DISTRICT'S share of the construction
CONTRACT costs earned by and to be paid to the Contractor.
h. At the conclusion of the Project, submit to DISTRICT written documentation of
expenditures with an invoice for payment of all costs and expenses the City incurs, in
addition to those provided under paragraph 1.g. above, as a result of the additional
work attributed to the District Roadway Improvements within the Project Boundaries,
including but not limited to, costs or changed conditions, plan errors and omissions,
and delays attributable to design and/or construction of the DISTRICT Roadway
Improvements.
i. 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 City or City'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 and Sewer Improvements. Such
indemnification hereunder by City shall in no event cause the liability of City 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.
j. As applicable, provide for the reference and replacement of all pre-existing survey
monuments within the Project.
2. DISTRICT SHALL:
a. Provide establish the centerline or offsets and stationing for DISTRICT'S Roadway
Improvements as well as the inspection, field survey and grade control required for the
installation of all DISTRICT Roadway Improvements incorporated into the Project and
modified and constructed under the CONTRACT and provide copies of appropriate
tests and construction diaries to the City's Project Representative as designated by the
City.
b. Provide City with the special provisions if applicable, and stamped plans, bid quantities
and an Engineers Estimate (or pursuant to Paragraph 1.g. pay City the actual cost if
City's design consultant prepares the same) for the DISTRICT'S Roadway
Improvements to be incorporated into the Project and included in the bid documents
for the CONTRACT (all work required for the DISTRICT'S Roadway Improvements to
be performed in accordance with the most current edition of the Idaho Standards for
Interagency Agreement for Water and Sewer Construction/Roadway Construction 12-13-2023
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Public Works Construction (ISPWC), the DISTRICT'S Supplemental Specifications to
the ISPWC, and the DISTRICT'S Revisions to the Standard Specifications).
C. Remit to City, within thirty-five (35) calendar days after the date of any invoice
referenced in paragraph 1 .g., all funds for which DISTRICT is responsible pursuant to
the approved progress payment estimate and the final CONTRACT payment estimate.
d. Remit to City, within thirty-five (35) calendar days after the date of invoice referenced
in paragraph 1 .j., all funds for which DISTRICT is responsible pursuant to this
Agreement.
e. Reimburse City five percent (5%) of DISTRICT'S construction costs attributable to the
DISTRICT'S Roadway Improvements as payment toward the additional costs incurred
by City, 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 preconstruction meeting,
generating monthly pay estimates and paying the Contractor, preparing change orders,
general construction project oversight, and maintaining construction project files.
f. Reimburse City 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 DISTRICT'S project costs as they relate to the total project
construction costs.
g. Reimburse City for any additional costs to City over and above costs specifically
enumerated herein, where such costs are attributable to the DISTRICT'S Roadway
Improvements or to the removal of any or all items from the CONTRACT that are
associated with the DISTRICT'S Roadway Improvements.
h. Indemnify, save harmless and defend regardless of outcome, City 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 DISTRICT'S Roadway 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 City. 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.
i. Work directly with the Contractor to resolve any claims relating in any way to the
DISTRICT'S Roadway Improvements; any and all such claims will be reviewed,
approved or denied by DISTRICT and DISTRICT shall indemnify, save harmless and
defend regardless of outcome, City from expenses and against suites, actions, claims
Interagency Agreement for Water and Sewer Construction/Roadway Construction 12-13-2023
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or losses of every 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
DISTRICT'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 City by DISTRICT for DISTRICT'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 DISTRICT, and paid for
pursuant to the unit, and or lump sum prices, established in the CONTRACT.
c. City shall obtain DISTRICT 'S approval prior to commencement of any change order
work involving the DISTRICT'S Roadway Improvements.
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 VI I I, 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 City.
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 DISTRICT does not timely
comply with any of its obligations hereunder, City shall have no obligation whatsoever
to incorporate, facilitate, and/or complete the DISTRICT'S Roadway Improvements,
regardless of whether prior approval has been given by City to DISTRICT.
IN WITNESS HEREOF, the parties hereto have executed this Agreement on the day
and year herein first written.
Interagency Agreement for Water and Sewer Construction/Roadway Construction 12-13-2023
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ATTEST: ADA COUNTY HIGHWAY DISTRICT
By: 1 By
ruce Wong Alex Pickering
Dire President, Board of Commissioners
ATTEST: TY OF CITY
By: By:
Chris Johnson 1-16-2024 Robert E. Sim ison ,Mayor 1-16-2024
City Clerk
Interagency Agreement for Water and Sewer Construction/Roadway Construction 12-13-2023
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STATE OF IDAHO )
) ss.
COUNTY OF ADA )
On this day of 20_, before me, the
�undersigned, personally appeared u p' 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.
All�
P NOTARY-•'I,
s Notary Public_for Idaho
: P UBLtC Residing at Idaho
• z My commission expires: !ao
•. y�, ........• ,j►
OF lip..•`.
STATE OF IDAHO )
) ss.
COUNTY OF ADA )
On this 16th day of January 20 24 before me, the
undersigned, personally appeared Robert E. Simison and
Chris Johnson , Mayor and City Clerk respectively of City 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 WAYS "
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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