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Interagency Agmt with ACHD, MDC for Split CorridorINTERAGENCY AGREEMENT BETWEEN THE ADA COUNTY HIGHWAY DISTRICT, CITY OF MERIDIAN AND MERIDIAN DEVELOPMENT CORPORATION FOF~ STREET AND LANDSCAPING IMPROVEMENTS TO MERIDIAN SPLIT CORRIDOR ACHD PROJECT N0.506040 This Interagency Agreement (hereinafter "Agreement") is made and entered into this iay of~~g 2008, by and between ADA COUNTY HIGHWAY DISTRICT, by and through its Board of Commissioners (hereinafter referred to as "ACHD"), and THE CITY OF MERIDIAN, by and through its Mayor and City Council (hereinafter referred to as the "CITY") and Meridian Development Corporation, hereinafter MDC", for the purpose of setting forth a general agreement as to cooperation between the parties for the benefit of all entities to successfully finance the design and construction of landscape and electrical lighting improvements to the Meridian Split Corridor Phase One Project.; WITNESSETH WHEREAS, ACHD is planning to construct a new intersection at Main, Central and Waltman and rebuild the existing roadway on Main Stree# from I-84 to Franklin Roads, Ada County, Idaho, known as Phase One of the Meridian Split Corridor Project, Project No. 506040 (hereinafter referred to as the "Meridian Split Corridor Phase One Project). The Meridian Split Corridor Phase One Project consists of construction of the southern portion of the Split Corridor Roadway Project and reconstruction of the Main/VNaltman/Meridian/Central intersection project identified in the Downtown Meridian Transportation Management Plan. WHEREAS, MDC and the CITY desire certain landscape improvements including the design and installation of decorative street lighting, to be incorporated into a portion of the Meridian Split Corridor Phase One Project and MDC agrees to pay for the design and the cost to construct these landscape improvements. (Hereinafter the landscape and electrical lighting improvements for the portion of the Meridian Split Corridor Project desired by MDC and the CITY shall be referred to as the Landscape Project"). WHEREAS, ACHD, CITY and MDC desire to work cooperatively to design and construct the Landscape Project in accordance with the reasonable desires of MDC and CITY. NOW THEREFORE, in consideration of the premises, mutual covenants and agreement INTERAGENCY AGREEMENT- 1 C:\Users\Shaun Wardle\DesktopWlDC\Monthly MeetingslMDC June 2008 Meeting\Interagency Agreement Meridian Split Corridor 6-17-0$ CLFAN.doc herein contained, the parties hereto agree as follows: SCOPE OF WORK, ESTIMATED COST AND SCHEDULE a. ACRD, CITY and MDC agree that the scope of work for the Landscape Project provided by this Agreement is set forth In the document entitled "Meridian Split Corridor, Project No 07112.00", a copy of which is attached hereto as Exhibits "A". The plans for the Landscape Project, prepared for MDC by CSHQA ("Consultant") are described and set forth in Exhibit "A". Such designs and plans shall satisfy applicable laws, ACHD's policies and good engineering practices. b. MDC's consultant has prepared a cost estimate in 2008 Dollars for the design and construction of the Landscape Project. The Landscape Project is estimated to cost a total of FIVE HUNDRED AND NINETEEN THOUSAND AND FIVE HUNDRED DOLLARS ($519,500.00). The design portion of the Landscape Project will cost FORTY SEVEN THOUSAND DOLLARS ($ 47,000.00) and the construction of the Landscape Project is estimated to cost FOUR HUNDRED AND SEVENTY-TWO THOUSAND AND FIVE HUNDRED DOLLARS ($472,500.00). The parties acknowledge and agree that these costs are only an approximation of the cost in 2008 Dollars of the Landscape Project. The parties acknowledge and agree that rapid rise in construction materials may affect the actual cost for the Landscape Project and may result in costs that are substantially higher than the estimated costs in 2008 Dollars. MDC agrees that if any additional design and/or construction costs for the Landscape Project are incurred, MDC shall be solely responsible to pay these additional costs. c. The proposed schedule for the Meridian Split Corridor Phase One Project and the Landscape Project is set forth as follows: Activi Dates Desi n 99% Submittal Com lete 10/07 Ri ht of Wa Ac uisition FY 2008 Construction FY 2009 d. MDC shall be solely responsible for the cost of the design, construction and installation of improvements of the Landscape Project. MDC shalt also be solely responsible for cost of the vegetation and planting of vegetation for the Landscape Project as speafied in Exhibits A. e. MDC and CITY shall be solely responsible for the design and construction of the irrigation system to provide adequate water to the Landscape Project. INTERAGENCY AGREEMENT- 2 C:\Users\Shaun WanilelDesktopUNDCIMonthly MeetingsWlDC June 2008 Meeting\InteragencyRgreement Meridian Split Corridor 8-17-08 CLE.AN.doc 2. DESIGN a. ACHD, CITY and MDC shall work in good faith to complete the design and preparation of designs, plans and specifications for the Landscape Project in accordance with the reasonable desires of the CITY and MDC. b. The design of the Landscape Project will cost FORTY SEVEN THOUSAND ($ 47,000.00) in 2008 Dollars. MDC shall accept or reject within its discretion any proposed changes to the design for the Landst~pe Project pursuant to the terms of this Agreement. MDC sha11 be responsible for any additional design costs that have been approved by MDC. 3. BID a. ACHD will incorporate the bid documents and the construction contract documents from the Landscape Project into the Meridian Split Corridor Phase One Project and shall segregate a portion of the bid items for the Landscape Project from the remainder of the Meridian Split Corridor Phase One Project. The parties acknowledge and agree that the base bid for the Meridian Split Corridor Phase One Project sets forth bid items for excavation and the required top soil that cannot be segregated from the project and are necessary to maintain the structural integrity of the roadway. ACHD in conjunction with MDC shall provide a bid alternative for the Landscape Project, which sha11 provide the bid items associated with vegetation, sod, sprinkler system and pedestrian scale alternative lighting. While MDC and CITY may reserve the right to reject the bid al#ernative, the casts associated with the landscaping in the base bid cannot be segregated and will be the responsibility of MDC regardless of the decision to proceed with the landscaping bid alternative. Such bid items for the Landscape Project shall provide for the construction of the Landscape Project that meets ACHD standards, policies and good engineering practices and shall also facilitate fu#ure installation of landscaping features by the CITY and MDC. b. ACRD will provide a complete set of bid documents and contract documents to MDC and CITY. c. ACHD will furnish MDC and CITY with an abstract of all bids received and obtain MDC's and CITY's concurrence with ACHD's recommendation for award of the Landscape Bid Alternative prior to making such an award. 4. CONSTRUCTION a. The Landscape Project shall be built in conformance with the designs, plans and specifications approved in advance and in writing by ACHD, CITY and MDC. Such construction shall comply with all applicable laws, ACHD policies and standards, and good engineering practices. INTERAGENCY AGREEMENT- 3 C:\Users\Shaun Werdle\DesktopUMDCUNonthiy MeetingsUNDC June 2008 MeeUngUnteragency Agreement Meridian Split Corridor 6-17-OS CLF~4N.doc b. MDC shalt reimburse ACHD for all of the cost associated with the approved Landscape bid for the Landscape Project. MDC shall have the discretion to accept or reject any change orders to the approved Landscape Bid and Landscape Project. MDC shall not be obligated to reimburse ACHD for any costs associated with unapproved change orders, but may, in its discretion, approve any change order retroactively. Such costs include placement of top soil, planting of trees, sod and other plants, the design and installation of irrigation facilities and lighting. c. CITY shall grant at no cost to ACHD any temporary construction easement that is necessary to construct the Landscape Project. d. CITY shall provide adequate water volume and pressure for landscape irrigation. MDC shall be solely responsible to ensure the design and installation of pump stations, booster pumps, vaults or appurtenances required to provide adequate water volume and pressure. e. ACHD shall make monthly progress payments and the final construction contract payment to the Construction Contractor in conformance with the terms of the Construction Contract. f. ACHD will submit to MDC a copy of each Contractor progress payment estimate, as such estimates are approved by ACHD, together with an invoice for MDC's share of the Construction Contract costs earned by and to be paid to Contractor. ACRD shall retain all invoices and other documents supporting such payment estimates. ACHD shall submit a final bill to MDC for reimbursement of the actual construction costs within ONE HUNDRED AND TWENTY (120) days after completion of the work. g. ACHD will provide for the reference and replacement of all pre-existing survey monuments within the work area. h. ACHD will provide the field survey and grade control necessary for the construction of the Landscape Project. i. MDC shall reimburse ACHD for the actual cost to construct the Landscape Project. ACHD will submit a final bill to MDC for reimbursement within ONE HUNDRED AND TWENTY (120) days after completion of the work. MDC shall pay ACHD within NINETY (90) days after receipt of the final bill of the construction of the Landscape Project in cash or other immediately available funds. j. ACHD shall enforce, for the benefit of the CITY, all warranties contained in the Construction Contract. 6. MAINTENANCE INTERAGENCY AGREEMENT- 4 C:1Users\Shaun Wardle\DesldoplMDCWlonthly MeetingslMDC June 2008 Meetingllnteragency Agreement Meridian Split Corridor 6-17-08 CLEAN.doc a. The CITY shall be solely responsible to provide all ongoing and periodic maintenance and energy costs of the landscape improvements, sprinkler system, street lights and associated items installed under this Agreement. The CITY may require the adjacent landowner to trim trees and shrubs located in the right-of- way as required by city ordinance or state code. b. ACRD shall allow reasonable access to the CITY, or parties designated by the CITY, for the necessary ongoing and periodic maintenance of the landscaping, sprinkler system, and lighting required under this Agreement. c. If the CITY is unable or otherwise defaults in maintaining the landscape improvements, ACRD shall supply notice to CITY of the default and that corrective actions need to take place to cure the default. CITY shall have ninety (90} days from the date it was notified by ACHD to remedy such default. If after ninety (90) days the CITY fails to cure such default, ACHD shall have the right to enter upon the landscaped area, retain contractors to make necessary repairs and replacements, and bill the CITY far all costs incurred by ACHD personnel and independent third-party contractors retained by ACRD to cure such de#ault by the CITY. CITY agrees to pay this bill within thirty (30) days of receipt of an invoice from ACHD. ACHD may also elect to enter upon the landscaped area, retain contractors to remove all landscaping and have the landscaped area replaced with hardscape in accordance with ACRD policy. CITY agrees to pay all costs associated with the removal and replacement of the landscaped area within thirty (30) days of receipt of an invoice from ACHD. 7. Termination of Cooperatnre Agreement/Nonappropriation. Nothing in this paragraph or elsewhere in this Agreement shall be deemed in any way to obligate ACHD, CITY or MDC beyond its current fiscal year. If during the term of this Agreement, CITY, MDC or ACHD fail to specifically appropriate sufficient funds to proceed with either the Meridian Split Corridor Phase One Project, the Landscape Project, or the ongoing and periodic maintenance and energy costs of the landscape improvements, sprinkler system, street lights and associated items installed under this Agreement ("Event of Nonappropriation"}, said Agreement will be terminated as of the end of the fiscal year in which the nonappropriation occurred ("Termination Datep). The party who performed the Event of Nonappropriation shall be obligated to pay the other party all monies and costs incurred under this Agreement through the Termination Date. In no event shall a delay in the project schedule for the Meridian Split Corridor Phase One Project or the Landscape Project be deemed an Event of Nonappropriation. In the case of an Event of Nonappropriation by ACRD, it shall refund the costs of the Landscape Design to MDC. In the case of an Event of Nonappropriation by MDC, it shall reimburse ACHD for the costs to redesign the Meridian Split Corridor Phase One Project without the Landscape Design in accordance with the standard ACHD street section. In the case of an Event of Nonappropriation by CITY in its ongoing and periodic maintenance INTERAGENCY AGREEMENT- 5 C:\Users\Shaun Wardle\Desktop\MDC\Mordhly MeetingsWlDC June 2008 MeetingUnteragency Agreement Meridian Split Corridor 6-17-08 CL64N.doc and energy costs of the landscape improvements, CITY at its sole costs and expense shall reimburse ACHD for any necessary actions specified in 6(c) above and CITY shall be obligated to pay ACHD all costs incurred by ACRD as a result of the Event of Nonappropriation. 8. MISCELLANEOUS PROVISION: a. MDC sha11 reimburse ACHD for any additional costs to ACHD attributable to the landscape construction work or to the removal of any or all items from this Agreement that are associated with the installation of the landscaping and electrical lighting improvements. b. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and may be amended only by written instrument signed by MDC, CITY, and ACHD; c. 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. d. Notice. Any notice under this Agreement shall be in writing and be delivered in person, or by United States Mails, postage prepaid, or by public or private 24-hour ovemight courier service (so long as such service provides written confirmation of delivery), or by facsimile verified by electronic confirmation. All notices shall be addressed to the party at the address set forth below or at such other addresses as the parties may from time to time direct in writing by notice given the other. Any notice shall be deemed to have been given on (a) actual delivery or refusal, (b) fihree (3) days following the day of deposit in the United States Mails, (c) the day of delivery to the ovemight courier, or (d) the day facsimile delivery is electronically confirmed. ACHD: Ada County Highway District Director 3775 Adams Street Garden City, Idaho 83714 Telephone No.: Facsimile: CITY OF MERIDIAN: City Clerk City of Meridian 33 E. Idaho Street Meridian, Idaho 83642 MDC: MERIDIAN DEVELOPMENT CORPORATION INTERAGENCY AGREEMENT- 6 C:1UserslShaun WardleU]esktopWlDCUUlonthly MeetingsUUDC June 2008 MeetingUnteregencyRgreement Meridian Split Corridor &17-08 CLF~UV.doc Administrator Meridian Development Corporation 33 E. Idaho Street Meridian, Idaho 83642 e. Should any party to this Agreement be required to commence legal action against any other party 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. f. 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; and this Agreement shall be binding upon and inure to the benefi# of the assigns of the respective parties hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year herein first written. ADA COUNTY HIGHWAY DISTRICT By: Carol McKee, President Board of Commissioners Attest: By: Director Ada County Highway District INTERAGENCY AGREEMENT- 7 C:\Users~Shaun Wardle\DesktopUADCUNonthly MeetingsWlDC June 2008 Meetingllnteragency Agreement Meridian Split Corridor 6-17-08 CLF~iV.doc pity of nlleridian ~` 33 ~. Idaho Street Meridian,.Idaho 83642 M[1C: MERIDIAN D~VELQPMEN7 CC~RPORATI(3N `~ 1~dtnini~b'a~or ,; I{Aeridian Cleus[opmsnt Corpflration 33 E. Idaho Street Meridian, idahb 83642 e. Should any party to this Agreement be required to' commence legal action against ~rny other part!/. to srifort~ the. #errns and conditions of this Agreement, the prevailing party shall be entitled to rea&onabls attorney's fees and costs incun~l in said action. f. any action ;at law, suit in equity, arbitration br judicial. proceeding for the enforcement of this Agreement shall be instituted` only in the courts of the State of Idaho. County of Ada; and this Agreemsnt'shap be binding upon and inure to the benefit of the assigns of the respective parties hereto. ~~ IN 1NITNESS'v{MERIi~flF, the parties hsteto have ®xecutetl this Agreement on the dsy and year herein f+rst written. NQA CCiUWTY,Htt3HWA~ DISTRICT ~'~ Carol McKee, Pn3siderrt CITY OF MERIDIAN By: /~'~~ Tammy de rd, Mayor City of Meri i n ````~~,~,~„~~~~~~,,,,,,,~~~ Attest: ,,~~~~~~'~~ ~ ~9y''%,; 's ~T~° By: AL C erk of a City of Meridian ~ ~ B r ular/s cial meetin on ~~~ ~'~e- ~~ T ~ ~ ~, ~O``~~~ Y e9 Pe 9 MERIDIAN DEVELOPMENT CORPORATION By: Craig Chairman Attest: ' By: / _. inistrator By regular/special meeting on ~ ti-~~ 26 ~ Zvc~~ INTERAGENCY AGREEMENT- 8 C:\UserslSt-aun Wardle\DesldopUNDC\Monthly MeetingsWlDC June 2008 Meetingllnteragency Agreement Merldlan Spltt Corridor 6-17-08 CLEAN.doc