Interagency Agmt with ACHD for Roadway Construction for Ten Mile Rd - Cherry Ln to Ustick INTERAGENCY AGREEMENT FOR:
ROADWAY CONSTRUCTION AND
WATER, RECYCLED WATER AND SEWER CONSTRUCTION
TEN MILE ROAD— CHERRY LANE TO USTICK ROAD
ACHD PROJECT NO. 503023
CITY OF MERIDIAN PROJECT NO. 10374A
THIS INTERAGENCY AGREEMENT FOR ROADWAY CONSTRUCTION/WATER,
RECYCLED WATER AND SEWER CONSTRUCTION ("Agreement") is made and entered
into this //'-day of � ►- " , 2014, 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.
503023.
RECITALS
WHEREAS, ACHD is a single county-wide highway district, a public entity, organized
and existing ursuant to Idaho Code Title 40, Chapter 14, as amended and supplemented,
with the exclusive1 urisdiction 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 Project no. 503023
("Project" or "Project Boundaries"), certain modifications or improvements to City owned
facilities, including constructing water, recycled water and sewer services, adjusting
water and recycled water valve boxes and manholes to grade, and correcting
potable/non-potable spacing issues (collectively, "City Water and Sewer Improvements")
as detailed in Project no. , to be constructed pursuant 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, Recycled Water and Sewer Improvements in 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,
Recycled Water and Sewer Improvements within the Project Boundaries; and
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NOW, THEREFORE, in consideration of •
the foregoing premises, mutual covenants and
agreements herein contained, the parties hereto agree as follows:
g
1. DISTRICT SHALL:
a. Be the party responsible for soliciting, receiving •
and opening of bids and for
executing and administering the construction CONTRACT for the roadway
reconstruction and City Water, Recycled Water and Sewer Improvements p ovements referenced
herein, which CONTRACT shall include, inter alis aprovision •
. that all work required
for the City Water, Recycled Water and Sewer Improvements p ements shall be performed in
conformance with the most current edition of the Idaho Standards •
for Public Works
Construction (ISPWC) and the most current CityMeridian of Meridian Supplemental
Specifications to the ISPWC.
b. Provide Meridian with a complete set of combined
bid documents for the roadway
reconstruction, and for the City Water, Recycled Water and Sewer Improvements.
c. Furnish Meridian with an abstract of all bids received, and obtain MERIDIAN'S written
concurrence with DISTRICT'S recommendation for award of the CONTRACT prior to
making such award. MERIDIAN'S concurrence shall specifically p y acknowledge that
the City Water, are Recycled Water and Sewer Improvements p and shall be subject to
the terms and conditions of this Agreement. If MERIDIAN
g does not concur,
DISTRICT shall remove the City Water, Recycled Water and
Y Sewer Improvements
and if necessary, rebid the Project. MERIDIAN shall be responsible ponsible and shall
reimburse DISTRICT for any and all costs suffered byDISTRICT
attributable to the
removal of the City Water, Recycled Water and Sewer Improvements p nts from the
Project and if applicable, the rebidding of the Project.
d. Include in the CONTRACT, a term providinthat MERIDIAN will ll have the right and
authority to work directly with the Contractor to resolve anyclaims relating
elating in any way
to the City Water, Recycled Water and Sewer Improvements
p and that any such
claims will be reviewed, approved or denied by MERIDIAN.
e. Coordinate with MERIDIAN should anychanges be made to DISTRICT's STRICT s portion of
the CONTRACT or work pursuant thereto that does or may impact the City Water,
Recycled Water and Sewer Improvements.
f. Make monthly progress payments and the final CONTRACT payment to the
Contractor in conformance with the terms of the construction CONTRACT.
g. Submit to MERIDIAN a copyof each Contractor •
tactor progress payment estimate, and the
final CONTRACT payment estimate, as such estimates area approved oved by DISTRICT
after obtaining MERIDIAN'S concurrence regarding MERIDIAN'S portion of the
CONTRACT, together with an invoice for MERIDIAN'S share of t construction
construction
CONTRACT costs earned by and to be paid to the Contractor.
h. As applicable, provide for the reference and replacement of all '
• p pre-existing survey
monuments within the Project.
Page 2 of 8
i. 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
potable water service lines, water valve boxes, recycled water mains, valve boxes,
blow-offs, sanitary sewer or, manhole locations, and other City facilities.
j. 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.g. above, as a result of the
additional work attributed to the City Water, Recycled Water and Sewer
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 installation of the City Water, Recycled Water and Sewer Improvements.
2. MERIDIAN SHALL:
a. Provide the inspection, field survey and grade control required for the installation of
all City Water, Recycled Water and Sewer 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 special provisions if applicable, and stamped plans, bid
quantities and an Engineers Estimate (or pursuant to Paragraph 1.g. pay the
DISTRICT the actual cost if the DISTRICT'S design consultant prepares the same)
for the City Water, Recycled Water and Sewer Improvements to be incorporated into
the Project and included in the bid documents for the CONTRACT (all work required
for the City Water, Recycled Water and Sewer 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, Recycled Water and Sewer 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 preconstruction meeting, generating monthly pay
estimates and paying the Contractor, preparing change orders, general construction
project oversight, and maintaining construction project files.
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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 theyrelate to
the
total project construction costs.
g. Provide (at City's sole costs) *trench compaction testing for the CityWater, Recycled
ed
Water and Sewer Improvements from one-foot (1') above thei e zone to sub-grade
p p g de
of the roadway section; trench compaction testing shall bep rovided 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 requiredan in area that
Y
does not meet CONTRACT requirements; and provide copies of tests for the area
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along the alignment of the pipeline to the designated DISTRICT representative.
*The trench compaction tests are to be done by a 31.d partytestingfirm hired bythe
General Contractor or Piping Sub-Contractor and submitted to MERIDIAN per the
current Edition of the ISPWC, Section 100, Article 13, Paragraph 13.03.B..
h. Be liable for the cost of repairing any trench failure attributable to the City Water,
Recycled Water and Sewer 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, Recycled Water and
Sewer Improvements or to the removal of any or all items from the CONTRACT that
are associated with the installation of the City Water, Recycled Water and Sewer
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, Recycled Water and
Sewer 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, Recycled Water and Sewer 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
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suites, actions, claims or losses of every kind, nature and description, including costs,
expenses and attorneyfees caused by or arising out of any and all such claims
p
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
paidpursuant for 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, recycled 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.
Page 5 of 8
I. This Agreement and the exhibits hereto constitute the full '
and entire understanding
and agreement between the parties with regard to the transaction
g 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.
p y
m. The promises, covenants, conditions and agreements herein contained
g 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
g the
benefit of each of the parties hereto and their respective successors and assigns.
g •
n. If any part of this Agreement is held to be illegal or unenforceable
g by a court of
competent jurisdiction, the remainder of this Agreement shall beg iven 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
. . p �Y g
enforce any provision or exercise any right. No acknowledgments required
g
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.
J
The headings used in
p. g 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 anyparty rtY 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 ainst 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,
Recycled Water and Sewer Improvements, regardless of whether prior approval has
been given by DISTRICT to MERIDIAN.
Page 6 of 8
IN WITNESS HEREOF, the parties hereto have executed this Agreement on the day
and year herein first written.
ATTEST: ADA COUNTY HIGHWAY DISTRICT
11111111111111111111i
By: - tob BT �
Bruce ' . . . _ - Mdrhillaiareilk._
Director President, Board of Commissioners
ATTEST: / CITY OF MERIDIAN
�
By•
By: ��
Jaycee L. Holman Tamm - Wee7d
City Clerk Mayor
STATE OF IDAHO
ss.
COUNTY OF ADA )
On this /%56/ day of fihiLe-V 2014, before me, the
undersigned, personally appeared = - and BRUCE WONG, President of the
Board of Commissioners and Director respective 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 t, me that the exec ed the same for
Mid/el/a and on behalf of said body. / G�.
IN WITNESS WHEREOF, I have hereunto set my han nd affixed my official seal the
day and year first above written.
.* EMI"
ft, OR jr4k•
„ec/►RY Notary Pu :r Idaho
op �a Residing at A// .L, Idaho
h ••°' My commission expires: AUG 1 3 2019
Ce 0
PUSO 4'4
•
��'P�gTE pF NM 1 ��
Page 7 of 8
STATE OF IDAHO )
) ss.
COUNTY OF ADA )
On this Q3 day of of , 2014, before me, the
undersigned, personally appeared TAMMY de WEERD and JAYCEE L. HOLMAN,
and City Clerk respectively of MERIDIAN CITY, a municipal corporation, known to me
p p to be
the persons whose names are subscribed to the within instrument, and acknowledged g 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 myofficial seal the
day and year first above written.
'lb
.1111.11
**4b/
•
dtary Public f9r Idaho
p. _ Residing at kteoclic& , Idaho
My commission expires:
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