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816003-005: W First-Broadway to PineGo,.......,ax�xe ��.-.:a December 12, 2016 TO: ACHD Commissioners, ACHD Director, ACHD Deputy Directors FROM: Ricardo Calderon, Project Manager SUBIECT: West 1st Street, Broadway Av¢aue to Pine Avenue Interagency Agreement with City of Meridian for Sewer Improvements ACHD Project No. 816003.005 Consent Agenda: January 11, 2017 Kent GoldMorpe, Presltlent Paul WOOds, V{ce Prcsltlen[ Rebecca W. Arndtl, Commlaloner Sara M. Baker, Camm�ss�oner Jlm D. Hansen, Camml�oner Capital Projects Programmed ExPenmmrea: Pvv a Pvta audea. Prof. Services 55,009 2D17 Constructton 5315,000 2019 moc contribunon Sloo,000 zov const. en meson Ssago zov Executive Summary West lar Street, between Broadway Avenue and Pine Avenue is scheduled for sidewalk construction in FY17. The scope of the project has increased and will now be completed in partnership with the City of Meridian to include an 8 inch sewer line. The attached Interagency Agreement between ACHD and the City of Meridian provides for ACHD to construct the improvements and for the City of Meridian to reimburse ACHD for all actual costs. Furthermore, it specifies the exact payment and other responsibilities regarding these improvements. Staff recommends approval of the agreement. Facts Bz Findings The project consists o£the reconstruction of the road with curb, gutter and sidewalks on West 1" Street between Broadway Avenue and Pine Avenue, including replacing substandard sidewalks and pedestrian ramps in accordance with the Downtown Meridian Neighborhood Plan. The project will improve pedestrian connectivity and safety for children walking to Meridian Elementary School. After partnering with the City of Meridian, the scope of the project increased to include an 8 inch sewer line on West 1�` Street. Construction of the project is scheduled for Spring oFFY2017. This agreement has been reviewed by the ACHD Legal Department. Fiscal Implfcations All cosi £or the sewer work will be reimbursed by the City of Meridian. It is anticipated that the cost of the sewer work will be approximately $765,000. These funds will be requested during the Isr FY17 budget adjustment. Policy Implications This project was approved by the ACHD Commission as part of the FYl6 Budget and the 2076-2020 Integrated Five Year WorX Plan, adopted by the Commission October 28, 2015. Alternatives I) Approve the Interagency Agreement with the City of Meridian. 2) Do not approve the agreement and provide staff with further direction. Recomm¢ndatian Staff recommends Alternative 1: Approve the Interagency Agreement with the City of Meridian. cc: Dorrell Hansen, P.E. Dyan Bevins, P.E. Project File INTERAGENCY AGREEMENT FOR: ROADWAY CONSTRUCTION/ WATER AND SEWER CONSTRUCTION WEST 1 ST STREET—13ROADWAY AVE TO PINE AVE ACRD PROJECT NO. 816003,005 THIS INTERAGENCY AGREEMENT FOR ROADWAY CONSTRU TIONANATER AND SEWER CONSTRUCT ON ("Agreement") is made and entered into this � day of r�I� X�r a'!? 206, 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. 816003.005 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 perforin, provided that such contract is authorized bythe 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 City desire to undertake a cooperative effort to incorporate into the DISTRICT'S road construction projects known as West 1't St, Broadway Ave to Pine Ave ("Project" or "Project Boundaries"), certain modifications or improvements to City owned facilities, including constructing sewer main lines and services, adjusting water valve .boxes and manholes to grade, and correcting potable/non-potable spacing issues (collectively, "City Sewer and Water Improvements") as detailed In Project no.816003.005, to be constructed pursuant to a separately -executed agreement between DISTRICT and the selected Contractor ("CONTRACT"); and WHEREAS, DISTRICT is willing to accommodate City's request by including the City 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 and Sewer Improvements within the Project Boundaries, NOW, THEREFORE, in consideration of the foregoing premises, mutual covenants and agreements herein contained, the parties hereto agree as fellows: Page 1 of 8 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 and Sewer Improvements referenced herein, which CONTRACT shall include, inta� a/ia, a provision that all work required for the City Water and Sawar Improvements shall be parfortnad in conformance with the most current edition of the Idaho Standards for Public Works Construction (ISPWC) and the most currant City of Meridian Supplemental Specifications to the ISPWC. b. Be the party responsible for the design, review and inspection of all stormwater related elements (including SWPPP design, enforcement, inspections and filing of Notices of Intent and Termination), of this project as the owner operator as defined in the current EPA Construction General Permit. c. Provide City with a complete sat of combined bid documents for the roadway reconstruction, and for the City Water and Sewer Improvements. d. Furnish City with an abstract of all bids received, and obtain City's written concurrence with DISTRICT'S recommendation for award of the CONTRACT prior to making such award. City's concurrence shall specifically acknowledge that the City Water and Sewer Improvements are and shall be subject to the terms and conditions of this Agreement. if City does not concur, DISTRICT shall remove the City Water and Sewer Improvements and if necessary, rebid the Project. City shall ba responsible and shall reimburse DISTRICT for any and all costs suffered by DISTRICT attributable to the removal of the Clty Water and Sawar Improvements from the Project and if applicable, the rebidding of the Project. e. Include in the CONTRACT, a term providing that City will have the right and authority to work directly with the Contractor to resolve any claims relating in any way to the City Water and Sewer Improvements and that any such claims will be reviewed, approved or denied by City including enforcement of the 2 year warranty period to ba started at the date described in the final acceptance letter from the City of Meridian. f. Coordinate with City should any changes be made to DISTRICT'S portion of the CONTRACT or work pursuant thereto that does or may impact the City Water and Sewer Improvements_ g. Make monthly progress payments and the final CONTRACT payment to the Contractor in conformance with the terms of the construction CONTRACT. Submit to City a copy of each design consultant billing attributable to the City Water and Sewer Improvements if applicable and Contractor progress payment estimate, and the final CONTRACT payment estimate, as such estimates are approved by DISTRICT after obtaining City's concurrence regarding City's portion of the CONTRACT, together with an invoice for City's share of the construction CONTRACT costs earned by and to be paid to the Contractor. Pa9¢ 2 of 8 As applicable, provide for the reference and replacement of all pre-existing survey monuments within the Project. Provide the field survey and grade control necessary for construction of the roadway. Centerline or offsets and stationing shall ba established prior to the City staking any sanitary sewer or potable water service lines, water valve boxes, manhole locations, and other City facilities. k. At the conclusion of the Project, submit to MERIDIAN written documentation ofi 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 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 and Sewer Improvements. (City shall not be responsible for design, review, or inspection of any stormwater related elements, as they are not a project operator.) 2. CITY OF MERIDIAN SHALL: a. Provide the inspection, field survey and grade control required for the installation of all City Water and Sower improvements incorporafad 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. (City shall not be responsible for design, review, or inspection of any stormwatar related elements, as they are not a project operator.) 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 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 and Sewer Improvements to be pertormed 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 data 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 and Sewer Improvements as payment toward the additional costs incurred by DISTRICT, including overhead and benefits, and project Pages 3 of 8 administration costs which include but are not limited to: public advertisement of the Project, supplying bid plans, supplying construction plans, preparing and holding the praconstruction meeting, generating monthly pay estimates and paying the Contractor, preparing change orders, general construction project oversight, and maintaining construction project files. Reimburse DISTRICT for mobilization, traffic control, flagging, detours and weekly meetings on a prorated basis. Tha prorated basis for the above items will ba 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 and Sewer Improvements from one -foot (1') above the pipe zone to sub -grade of the roadway section; trench compaction testing shall ba 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 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. 1. 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 and Sewer Improvements or to the removal of any or all items from the CONTRACT that era associated with the installation of the City Water and Sewer Improvements. j. Indemnify, save harmless and defend regardless of outcome, DISTRICT from expenses and against suites, actions, claims or losses of Query kind, nature and description, including costs, expanses and attorney fees caused by or arising out of any negligent acts by 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 VIII Section 3, Idaho Constitution and Idaho Code Titles 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 and Sewer Improvements; any and all such claims will ba reviewed, approved or denied by City shall indemnify, save harmless and defend regardless of outcome, DISTRICT from expenses and against suits, actions, claims or losses of every kind, Pages 4 of e 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 Coda § 67-2332, the purposes, powers, rights and objectives of each of the parties era 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 City for City's portion of the Project shall be based on the actual quantities of work acceptably pertormed and/or installed, as determined from field measurements made by City, and paid for pursuant to the unit, and/or lump sum prices, established in the CONTRACT. c. DISTRICT shall obtain City'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 ba 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 ba instituted only in the courts of the State of Idaho, County of Ada. 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. Pages 5 of 8 k. The validity, meaning and effect of this Agreement shall be determined in accordance with the laws of the State of Idaho. 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 6e 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 extant reasonably possible. o. The failure of a party to insist on the strict pertormance 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 dapartu re therefrom, shall 6e effective unless in writing and signed by DISTRICT and City_ p. Tha headings used in this Agreement era used for convenience only and are not to be consitlarad in construing or interpreting this Agreement. q. This Agreement may be executed in two or mora 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 ba 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 pertorm ed under this Agreement. Without limiting the foregoing, in the event that City 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 and Sewer Pages 6 of 8 Improvements, regardless of whether prior approval has bean given by DISTRICT to City. IN WITNESS HEREOF, the parties hereto have executed this Agreement on the day and year herein first written. ATTEST: ADA COUNTY HIGHWAY DISTRICT Bruce S. tEant-aol9tHaFpa au -1 �1JoodS Director President, Board of Com missionars STATE OF IDAHO ) ss. COUNTY OF ADA ) On this � � � c undersigned, personally appear of the Board of Commissioners DISTRICT, a body politic and c subscribed to the within instrume and on behalf of said body. IN WITNESS WHEREOF day and year first above wrlttan. �o f ay of `2946,_ before ma, the and BRUCE S. WONG, President and rector respectively of the ADA COUNTY HIGHWAY rporat known to ma to be the persons whose names are �t, and a knowledged to ma that they executed the same for ��1.�..1 N.J��J I have hereunto sat my han�nd affixed my official seal the �y� jSPENC��.�� _�/�/ F erz��PR� Notary Pul Idaho 3 � �`c, $ � Residing at ,��Q/ �jG� ,Idaho =� rh.�,�pv� `c�s� MY commission expiraas�:fgu�t 13, 2019 O STATE OF Page � or u sv: C.Jay Colas Clty Clark Tammy L. da Weard Mayor STATE OF IDAHO ) ss. COUNTY OF ADA ) On this � `J� day of Ci c� l`�:m '"+moi" 2016, before me, the G .3ai �/ undersigned, personally appeared TAMMY L. DE WEERD and ayor and City �ioD Clerk respectively of CITY OF MERIDIAN, a municipal corporation, known to ma to be the "-Y parsons whose names aro subscribed to the within instrument, and acknowledged to me that they executed the same for and on behalf of said corporation. IN WITNESS WHEREOF, 1 have herau nto sat my hand and affixed my offlclal seal the day and year first above written. -yEI�_E•yv9 •• _1(1611 e0/7t0 11 X A�d-� :�CSARy •.�"•: � Ui Z �; Notary Public for Idahp 1G ,`moo j Resld ing atd7laq �sL1/uJ Idaho ' P0_81 :.•'Q.: My commission explras: r3 -fig �go1a '•.`�9TP.' ciY �� ' '�,t, f_ C ; � � i<<r �., e ....... , Pa®B a of 8