Interagency Agreement with ACHD for Overlay ProjectsINTERAGENCY AGREEMENT BETWEEN ADA COUNTY HIGHWAY DISTRICT AND
CITY OF MERIDIAN FOR REPLACEMENT OF WATER VALVE LIDS
ACHD OVERLAY PROJECTS
ACRD PROJECT N0.511011
ACRD PROJECT N0.511022
ACRD PROJECT N0.710016
ACRD PROJECT N0.711010
THIS AGREEMENT made and entered into this „day of , 2011, by and
between the ADA COUNTY HIGHWAY DISTRICT, by and thro its Board of
Commissioners hereinafter called DISTRICT or ACHD, as first party, the CITY OF
MERIDIAN, a municipal corporation, by and through its Mayor and City ` ouncil hereinafter
called MERIDIAN as second party, both parties being a body politic and corporate of the State
of Idaho.
RECITALS
WHEREAS, ACRD 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-
ofway inAda County.
WHEREAS, City is a public entity organized and operating pursuant to Idaho Code
Title 50, as amended and supplemented. City is a municipal corporation 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.
WHEREAS, the DISTRICT and MERIDIAN desire to undertake a joint effort to share
certain tasks and costs of certain overlay projects, collectively referred to herein as
"PROJECTS", and such PROJECTS are identified as follows:
2011 Local Overlays -ACHD Project No. 511011, Meridian Road, McMillan to
Chinden and Main Street, Rail Road Tracks to Cherry Lane.
2011 Local Overlays Phase 2 -ACHD Project No. 511022, Black Cat Road, Overland
Road to Franklin Road.
2011 Federal Aid Overlays -ACHD Project No. 710016, Linder Road, 1600' north of
Ustick Road to 1300' south of McMillan and Linder road,150' south of Biddick
to Cherry Lane.
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2012 Federal Aid Overlays -ACRD Project No. 711 O l 0, McMillan Road, Ten Mile
Road to Meridian Road.
WHEREAS, the DISTRICT is willing to accommodate MERIDIAN'S request by
arranging for the replacement and installation of water valve lids for MERIDIAN'S water system
as part of the PROJECTS so long as the DISTRICT receives assurances that the DISTRICT will
be fully reimbursed for all costs and expenses it incurs as a result of additional work attributed to
the replacement and installation of the water valve lids for MERIDIAN's water system within
the PROJECTS, including but not limited to, costs for changed conditions, plan errors and
omissions, and delays attributable to the water valve lid design, replacement and installation.
NOW, THEREFORE, in consideration of the foregoing premises, mutual covenants and
agreement herein contained, the parties hereto agree as follows:
1. DISTRICT SHALL:
a. Be the party responsible for soliciting, receiving, and opening of bids and for executing
and administering construction contracts for the LOCAL PROJECTS, and be the
SPONSOR for FEDERAL AID PROJECTS, hereinafter referred to as
"CONTRACTS", and water valve lid replacement and installation work referenced
herein;
b. Provide MERIDIAN with a complete set of combined bid documents for the
PROJECTS, and water valve lid replacement and installation work referenced herein;
c. Furnish MERIDIAN with an abstract of all bids received, and obtain MERIDIAN' S
concurrence with DISTRICT'S recommendation for award of the CONTRACTS prior
to making such award;
d. Make monthly progress payments and the final CONTRACTS' payment to the
Contractor(s) in conformance with the terms of the construction CONTRACTS;
e. Submit to MERIDIAN a copy of each Contractor(s) progress payment estimate, as such
estimates are approved by DISTRICT after obtaining MERIDIAN'S concurrence
regarding MERIDIAN'S portion of the work, together with an invoice for
MERIDIAN'S share of the PROJECTS CONTRACT costs earned by and to be paid to
Contractor(s);
2. MERIDIAN SHALL:
a. Be the party responsible to provide the inspection of all water valve lids replaced and
installed under the CONTRACTS and provide copies of appropriate tests and diaries to
the DISTRICT Project Representative. Any field survey and grade control required for
the installation of the water valve lids replaced and installed under the CONTRACTS
shall be provided by MERIDIAN;
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b. Provide DISTRICT with special provisions, and unit bid quantities for the water valve
lids to be included in the bid documents for the CONTRACTS (all work required for
the water valve lids to be performed in conformance with the most current edition of the
Idaho Standards for Public Works Construction (ISPWC) and the City of Meridian
Supplemental Specifications to the ISPWC);
c. Remit to DISTRICT, within thirty-flue (35) calendar days after the date of invoice
therefore, all funds for which MERIDIAN is responsible pursuant to the approved final
CONTRACTS' payment estimate;
d. Remit to DISTRICT within thirty-five (35) calendar days after the date of invoice
therefore, all funds for which MERIDIAN is responsible pursuant to this Agreement;
e. Reimburse the DISTRICT, up to a maximum of five (5) percent of MERIDIAN'S
construction costs for all additional costs incurred by the DISTRICT, including
overhead and benefits, project administration, and soils work required solely for the
replacement and installation of the water valve lids;
f. Reimburse the 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 the MERIDIAN`S project costs as they relate to the
total Projects' construction costs;
g. Be liable for the cost of repairing any failures attributable to the water valve lids, and be
liable for and indemnify the DISTRICT for any and all costs and damages resulting
from any such failures; and
h, Reimburse DISTRICT for all other actual costs attributable to the replacement and
installation of the water valve lids, including the 7.34% match for federal funds on
FEDERAL AID PROJECTS, or to the removal of any or all items from the Contract
that are associated with the replacement and installation of the water valve lids.
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 CONTRACT amount for MERIDIAN'S portion of the PROJECTS to be
reimbursed to DISTRICT by MERIDIAN shall be based on the actual quantities of
work acceptably performed, and/or, installed and paid for pursuant to the unit, and/or
lump sum prices established in the CONTRACTS;
c. MERIDIAN'S approval will be required for any change order work involving the
replacement and installation of water valve lids;
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d. Prior to commencement of work by the Contractor, the parties will, to ether with the
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Contractor(s), inspect each entire PROJECT for the purpose of reviewin the
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PROJECTS to locate and note any unstable areas and resolve any items of concern or
misunderstanding;
e. This Agreement may not be enlarged, modified, amended or altered exce t in writin
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signed by both of the parties hereto;
f. All signatories to this Agreement represent and warrant that the have the ower to
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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 a ainst the
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other to enforce the terms and conditions of this Agreement, the prevailin art shall
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be entitled to reasonable attorney's fees and costs incurred in said action;
h. Any action at law, suit in equity, arbitration or judicial proceedin for the enforcement
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of this Agreement shall be instituted only in the courts of the State of Idaho, Count of
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and
i. This Agreement shall be binding upon and inure to the benefit of the ersonal
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representatives, heirs and assigns of the respective parties hereto.
j. Nothing in this Agreement shall be construed to be an indebtedness or liabilit in
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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.
1. This Agreement and any exhibits hereto constitute the full and entire understandin and
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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 and agreements except as specifically set forth herein.
m, The promises, covenants, conditions, and agreements herein contained shall be bindin
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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 an
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provision or exercise any nght. No acknowledgments required hereunder, and no
modification or waiver of any provision of this Agreement or consent to de arture
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therefrom, shall be effective unless in writing and signed by ACRD and MERDIAN.
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p. The headings used in this Agreement are used for co '
nvenience only and are not to be
considered in construing or interpretin this A Bement.
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q. This Agreement may be executed in two or more counte '
rparts, each of which shall be
deemed an original, but both of which to ether shall consti
g tote one and the same.
r. The parties hereto agree that nothing herein contained shall
.. be construed to create a
~olnt venture, partnership, or other similar relationshi which mi t sub'e
• • . p gh ~ ct any party to
liability for the debts and/or obligations of the others exc '
. ept as otherwise expressly
agreed in this Agreement.
s. Time shall be of the essence for all events and obli ations to '
g be performed under this
Agreement.
IN WITNESS HEREQF, the parties hereto have executed this A
greement on the day and
year herein first written.
Page 5 of 6
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