ACHD Cost Share Permit for Meridian Split Corridor Phase 2ADA COUNTY HIGHWAY DISTRICT
COST SHARE PERMIT
3775 Adams Street
ACHD Contact Person:
IF'a
Garden City Idaho
83714
Name: Adam Zaragoza
3775 Adams Street
40
ACHDPhone
(208) 387-6280
Garden City Idaho 83714
-
Facsimile (208) 387-
Phone: (208) 387-6249
6289
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Date of Permit: July 23, 2012
ACHD Project No.: 506047
permit No.: 006
Capitalized terms that are not defined in this Permit shall have the meanings given to them in the
ACHD Cost Share Ordinance No. 215.
I. PARTNERING AGENCY INFORMATION
*permitntl
and severally granted to:
Partnering Agency Contact Persons:
Meridian Development Corporation
Ashley Ford
33 E. Broadway Ave.
Administrator/Project Manager
Meridian, Idaho 83642
33 E. Broadway Ave.
Meridian, Idaho 83642
and
Phone: (208) 477-1632
Email:
ashley@meridiandevelopmenteorp.com
Tim Curns
City of Meridian
33 E. Broadway Ave.
Project Manager
Meridian, Idaho 83642
33 E. Broadway Ave.
Meridian, Idaho 83642
Phone: (208) 489-0342
Email: tcurns@meridiancity.org
H. ROAD PROJECT AND APPROVED NON -TRANSPORTATION COMPONENTS
Name/Location of ACHD Road Project:
Meridian Split Corridor Phase 2 ("MSC2"), ACHD Project #506047, as generally depicted on
Exhibit A to the Joint Project Interagency Agreement Between Ada County Highway District,
City of Meridian, and Meridian Development Corporation - Meridian Split Corridor Phase Two
ACHD Project No. 506047, ("Interagency Agreement") a copy of which is attached hereto as
Attachment No. 1 and incorporated herein by reference.
Approved Non-Transportation Components:
Design, Construction, Installation and Perpetual Maintenance of Historic Lighting.. ACHD
authorizes the design, construction, installation and perpetual maintenance of Historic Lighting
as part of the Project from the intersection of Main Street and Ding Street, north through the
crossover, to the intersection of Meridian Road and Cherry Lane, as identified in and depicted on
Exhibit H to the Interagency Agreement, and as described and referred to in the Interagency
Agreement and pursuant to the terms thereof, and also as identified, described and depicted in
the MDC Historic Street Light Plan, Sheets 1 through 4, copies of which are attached hereto as
Attachment No. 2 and incorporated herein by reference.
In accordance with Ordinance 215, the foregoing Historic Lighting is referred to herein as the
"Non-Transportation Components."
HI. ACQUISITION OF RIGHT-OF-WAY
Conditions of acquisition/contribution of real property by Partnering Agency and/or
reimbursement to ACHD by Partnering Agency for acquisition of real property:
None. ACHD has already acquired or is in the process of acquiring the right-of-way upon which
the Non-Transportation Components will be constructed and installed. Therefore, the acquisition
of the real property is not required of Partnering Agency, and is not part of the Non-
Transportation Components.
IV. DESIGN OF NON-TRANSPORTATION COMPONENTS
Party responsible for obtaining plans/design for Non-Transportation Components:
Meridian Development Corporation ("MDC') shall be responsible for obtaining the
plans/designs of the Non-Transportation Components outlined above, and as described and
referred to in the Interagency Agreement and pursuant to the terms thereof.
Additional conditions: All designs/plans obtained by MDC will comply with (i) established engineering
standards, including the Idaho Standards for public Works Construction (ISPWC) (ii) the American
Association of State Highway and Transportation Officials (`AASHTO"), (iii) the Cost-Share Ordinance
No. 215, (iv) all adopted ACHD rules, regulations, and policies, and (v) all state and federal laws.
ACHD assumes no responsibility for any deficiencies or inadequacies in the design or construction of the
Non-Transportation Com onents.
If Partnering Agency is responsible for providing plans/designs, deadline for submitting
plans/designs to ACHD for approval:
MDC shall submit plans/designs to ACHD no later than June 1, 2012.
Allocation of design costs for Non-Transportation Components (including, if applicable,
any credits provided to Partnering Agency and application of any federal funding) and
time for reimbursement, if applicable:
MDC shall be solely responsible for all design costs for the Non-Transportation Components.
MDC shall receive no credits in connection with the design costs for the Non-Transportation
Components as described and referred to in the Interagency Agreement and pursuant to the terms
thereof.
V. CONSTRUCTION OF NON-TRANSPORTATION COMPONENTS
Description of construction work approved by ACHD to be completed by Partnering
Agency (if applicable): (In addition to description, refer to designs and plans attached to
this Permit as Exhibits, if applicable. If designs and plans are not complete at the time of
issuance of this Permit, they must be approved in writing by ACHD and shall be
incorporated into this Permit.)
MDC has contracted with ACHD for the construction of the Non-Transportation Components as
as described and referred to in the Interagency Agreement and pursuant to the terms thereof.
Additional conditions: (1) The Partnering Agency will not allow any liens to attach to any right-of-way,
improvements, or other property ofACHD as a result of any labor pwfornned or materials supplied in
connection with the construction of the Non-Transportation Components. (2)The Partnering Agency
shall be responsible for obtaining all permits required by ACHD in connection with any construction of
the Non-Transportation Components. (3) Partnering Agency's construction shall not negatively impact
ACHD's construction of the Transportation Components orACHD's Road Project schedule in any way.
(4) Any Amendment to the designs and plans must be approved in writing by ACHD. (5) All Construction
of the Non-Transportation Components shall be in accordance with the designs/plans approved by
ACHD. (6) All construction by the Partnering Agency will comply with (i) established engineering
standards, including the Idaho Standards for Public Works Construction. (1SPWC) (i) the Annerican
Association of State Highway and Transportation Officials ("AASHTO"), (iii) the Cost-Share Ordinance
No. 215, (iv) all adopted ACHD rules, regulations, and policies, and (v) all state andfederallaws.
If Partnering Agency is responsible for all or a part of the construction of the Non -
Transportation Components:
a. Date for submitting the Partnering Agency's contractors and engineers to ACHD for
approval: Not Applicable.
b. Date for submitting the Partnering Agency's contractors' and engineers' estimates
to ACHD for approval: Not Applicable.
c. Date for submitting the Partnering Agency's contractors' and engineers' contracts to
ACHD for approval: Not Applicable.
Any modifications to the deadlines set forth above must be approved in writing by ACRD.
Allocation of construction costs for Non -Transportation Components, reconstruction costs
of Transportation Components necessitated by the incorporation of Non -Transportation
Components into the Road Project, ACHD construction, maintenance, administration, and
overrun costs (including, if applicable, any credits provided to Partnering Agency and
application of any federal funding), and time for reimbursement, if applicable:
MDC is solely responsible for the actual constriction and inspection costs of the installation of
the Non -Transportation Components as incorporated into the Road Project and shall timely
reimburse ACHD for such costs, as described and referred to in the Interagency Agreement and
pursuant to the terms thereof.
Relocation of utilities to be completed by Partnering Agency (if any):
The Partnering Agency will be solely responsible for the costs of relocation of any utilities
required in connection with the placement, incorporation, or construction of the Non -
Transportation Components and the stubbing of water mains to the two most southern remnant
parcels as outlined in the construction plans.
Storm water provisions (if applicable):
Not Applicable.
Additional conditions: Upon a determination by ACHD that the incorporation into the Road Project of
the Partnering Agency's Non -Transportation Component(s) will have an adverse effect on storm water
quantity or quality, Partnering Agency shall be solely responsible for either mitigating or funding the
mitigation. of any such adverse effected in a means determined by or acceptable to ACHD.
Schedule for completion of Road Project:
At this time, ACHD's schedule for completion of the Transportation Components of the Road
Project completion is unknown, but estimated for October 25, 2013. The construction,
installation and inspection of the Non -Transportation Components shall be completed as part of
the Road Project as described and referred to in the Interagency Agreement and pursuant to the
terms thereof and MDC shall be solely responsible to notify ACRD in writing when
Construction Completion may be issued for the Non -Transportation Components.
VI. MAINTENANCE OF NON -TRANSPORTATION COMPONENTS
Maintenance requirements of Non -Transportation Components by the Partnering Agency:
MDC and the City of Meridian ("CITY") shall be, and are hereby granted a non-exclusive,
revocable license to, maintain, repair, and replace the Non -Transportation Components, subject
to the provisions of this Permit and during the term of this Permit. This includes:
(1) CITY shall be primarily and solely responsible to pay for the perpetual maintenance,
operation, repair, and replacement of the Non -Transportation Components as described and
referred to in the Interagency Agreement and pursuant to the terms thereof. CITY shall be
primarily responsible to cause the Non -Transportation Components to be operated and
maintained in good functioning order during the term of this Permit, in accordance with
applicable law, applicable standards and specifications, applicable policies and good engineering
practices and industry standards. CITY shall be primarily and solely responsible to pay the
energy costs necessary for the perpetual operation of the Non -Transportation Components as
described and referred to in the Interagency Agreement and pursuant to the terms thereof.
(2) MDC shall be secondarily responsible for the perpetual maintenance, operation, repair and
replacement of the Non -Transportation Components as described and referred to in the
Interagency Agreement and pursuant to the terms thereof. MDC shall be secondarily responsible
to cause the Non -Transportation Components to be operated and maintained in good functioning
order during the term of this Permit, in accordance with applicable law, applicable standards and
specifications, applicable policies and good engineering practices and industry standards. MDG
shall be secondarily responsible to pay the energy costs necessary for the perpetual operation of
the Non -Transportation Components as described and referred to in the Interagency Agreement
and pursuant to the terms thereof. MDC's responsibilities and obligations hereunder shall vest
and MDC shall take on the responsibilities for perpetual maintenance, operation, repair and
replacement of the Non -Transportation Components set forth herein in the event the CITY fails
in any way to cavy out is responsibilities and obligations for perpetual maintenance, operation,
repair and replacement of the Non -Transportation Components under this Permit.
Additional conditions:
1. This Pennit does not extend to any Partnering Agency the right to use any part of the ACHD Road
Project area to the exclusion ofACHD for an), use within its fin-isdiction, anthor ht ,, and discretion or of
others to the extent authorized by law.
2. In accessing any part of the Road Project that has beenaccepted as an open public highway (as the
term "highway" is defined in Idaho Code Section 40-109(5)), the Partnering Agency's authorized use is
subject to the rights of the public to use the highway.
3. The rights granted hereunder are subject to and subordinate to the rights of holders of easements of
records and the statutory rights of utilities to use the right-of-way.
4. This Permit does not preclude or impede the ability of ACHD to enter into or grant easenzents or
license agreements allowing third parties to access the Road Project area, or the ability of ACHD to
redesign, reconstruct, relocate, maintain, and improve the Road Project and right-of-way as it determines
necessary, in its sole discretion.
5. Irz consideration of the license granted by this Permit, the Partnering Agencies expressly covenant and
agree Haat the license granted herein is temporary and merely a pennissive use of the ACHD right-of-way
Pursuant to the terms of this Pernit. Each Partnering Agency assuunes the risk that the license granted
herein may be terminated before Partnering Agency has realized the economic benefit of the cost of
installing, constructing, repairing, or maintaining the Non -Transportation Components, and by signing
and accepting this Permit, each Partnering Agency hereby waives and estops itself from asserting any
claim, including damages or reinzbursernent, that the license is in any way irrevocable because the
Partnering Agency has expended funds on the Non -Transportation Components and the Permit has not
been in effect for a period sufficient for the Partnering Agency to realize the economic benefit from such
expenditures.
6 Irz the event any Partnering Agency fails to replace, repair, maintain, and care for the Non -
Transportation Components, ACHD shall have the following remedies in addition to any other recovery
in law or in equity provided that ACHD first gives each Partnering Agency thirty (30) days notice and the
Partnering Agencies fail to remedy such failure: (i) ACHD may revoke this Permit, (ii) ACHD may
replace, maintain, and/or care for the Non -Transportation Components and the Partnering Agencies
shall reimburse ACHD fully for all associated costs, (iii) ACHD may remove, alter, redesign, or in the
case of landscaping, replace with hardscape over the Non. -Transportation Components, and each
Partnering Agency shall reimburse ACHD fidly for all associated costs; and (iv) ACHD may refuse to
issue any further Cost Share Permits or any other pennits for fitture ACHD Road Projects until the
Partnering Agencies comply with the conditions of the Permit. In addition., in the event of an emergency
caused by a Partnering Agency's failure to perforin required maintenance, ACHD may inmzediately
perform. any and all emergency repairs or take other weasuures in connection with an emergency, and the
each Parnerinf, Auencv shall reimburse ACHD fall for all associated costs.
VII. TERM
Term of Permit:
Perpetual, until terminated or revoked pursuant to the provisions of this Permit and the
Interagency Agreement and pursuant to the terms thereof.
Upon termination or revocation of this Permit, upon the request of ACHD, MDC and/or the
CITY will promptly remove the Non -Transportation Components and leave the underlying area
in a condition that is substantially similar as thearea adjacent to the Non -Transportation
Components. MDC and/or the CITY shall repair and restore all portions of ACHD's right-of-
way and personal property, if any, that is damaged during such removal activities to its condition
immediately prior to such removal and damage. Any portion of the Non -Transportation
Components that remain in ACHD right-of-way 90 days after the termination or revocation of
this Permit shall be deemed abandoned and ACHD shall have the right to remove them and
charge all cost of removal to MDC and/or the CITY.
VIII. ADDITIONAL PROVISIONS APPLICABLE TO PROJECT
Additional provisions:
This Permit is issued in connection with the following findings:
IX. GENERAL CONDITIONS OF PERMIT
1. This Permit is issued conditioned upon each Partnering Agency's compliance with ACHD's Cost
Share Ordinance No. 215 and all certifications made by each Partnering Agency pursuant to this
Permit.
2. This Permit is subject to the provisions of state and federal law and ACHD's Cost Share
Ordinance No. 215, in effect as of the date of issuance of this Permit (the "Applicable Law"). In
the event of any conflict between this Permit and Applicable Law, Applicable Law shall govern.
In the event that any part of the obligations of any Partnering Agency or of ACHD in connection
with the Road Project are determined to be illegal or unenforceable by a court of competent
jurisdiction, the remaining obligations of each Partnering Agency set forth in this Permit shall
still be, applicable. Future amendments and restatements of the Cost Share Ordinance shall not be
applicable to this Permit.
3. If any portion of the ACHD Road Project (including without limitation any portion of the right-
of-way) is damaged as a result of any Partnering Agency's action or inaction with regard to the
construction, operation, and/or maintenance of the Non -Transportation Components or the failure
or neglect to construct, operate, and/or maintain the Non -Transportation Components, then the
Partnering Agencies shall, at their sole cost and expense, correct such deficiency and restore the
area to the same condition it was in prior thereto, and if a Partnering Agency or its successors or
assigns shall fail or neglect to commence such correction and restoration within 24 hours of
notification thereof, ACHD may proceed to do so, in which event each Partnering Agency shall
reimburse ACHD for the costs and expenses thereof, including, without limitation, reasonable
compensation for the use of staff and equipment of ACHD.
4. Each Partnering Agency shall be liable to ACHD for any and all damages, fines, fees, obligations
to third parties, costs, expenses, attorney fees, or any other liabilities whatsoever resulting from
the Partnering Agency's failure to comply with any provision of this Permit. The obligations in
this Section shall survive the expiration, revocation, and/or cancellation of this Permit for an
7
reason.
Each Partnering Agency may delegate any of its responsibilities hereunder to any third party so
long as (i) it gives prior written notice to ACHD that specifies in detail what responsibilities are
being delegated and identifies the third party. Notwithstanding any delegation to a third patty,
the Partnering Agency shall remain and shall be ultimately responsible for the third party's
compliance with the terms of this Permit, and no delegation shall absolve Partnering Agency of
any duties or obligations of this Permit in any way.
6. Each Partnering Agency, will protect, defend, indemnify, and hold ACHD and its officers,
directors, employees, members, and agents harmless from and against any and all liability, suits,
losses, damages, claims, actions, costs, and expenses of any nature, including court costs and
attorney fees, arising from or out of any acts or omissions of the Partnering Agency, its agents, or
contractors related to or in connection with the Non -Transportation Components and the exercise
of any privileges or performance of any obligations by the Partnering Agency pursuant to the
terms of this Permit. Each Partnering Agency's obligations in this Section shall survive the
expiration, revocation, and/or cancellation of this Permit for any reason.
7. hn the event of a Partnering Agency's failure to comply with the terms and certifications of this
Permit and/or the Cost Share Ordinance No. 215, the Partnering Agency shall be solely
responsible for all costs, damages, expenses, including without limitation all attorney fees,
incurred by ACHD. The Partnering Agency's obligations in this Section shall survive the
expiration, revocation, and/or cancellation of this Permit for any reason.
8. In the event the Non -Transportation Components will or may necessitate future maintenance,
repair, relocation, or replacement that is not the subject of this Permit, ACHD shall in its
discretion issue each Partnering Agency an amended or an additional Cost Share Pernut to
perform such work.
ACHD shall at all times have the right to relocate, reconstruct, remove, or redesign any and all
improvements that are part of the Road Project. ACHD will use its best efforts to advise each
Partnering Agency of any anticipated actions within the Road Project that would be likely to
cause a relocation, modification, or other adaptation of any of the Non -Transportation
Components, and the parties, to the extent reasonably possible, shall agree to a priority schedule
regarding the same and shall attempt to cooperate with respect to planning and coordination as
related to any such relocation, modification, or other adaptation of any of the Non -Transportation
Components. If ACHD ultimately determines that any part of the Road Project must be
relocated, reconstructed, removed, or redesigned, then each Partnering Agency, at its sole cost
and expense, shall be responsible for relocating, reconstructing, removing, or redesigning the
Non -Transportation Components, as required by ACHD, which shall be accomplished by the
Partnering Agency according to designs, plans, and specifications approved by ACHD in writing
prior to any such work. Each Partnering Agency may also elect to remove all or a pail of the
Non -Transportation Components in lieu of any relocation, modification, or adaptation. Each
Partnering Agency assumes any and all costs of itself and ACHD relating to any future relocation
of the Non -Transportation Components.
10. ACHD shall at all times have the right to revoke this and any other Cost Share Permit granted to
the Partnering Agencies to access any Highway or Public Right -of -Way. In addition, ACHD may
immediately perform any and all emergency repairs or take other measures in connection with an
emergency, in which case each Partnering Agency shall reimburse ACHD fully for all associated
11. This Permit shall immediately be revocable and/or cancelable by ACHD by providing written
notice to each Partnering Agency upon the occurrence of any of the following: (i) a
determination by ACHD that any of the information submitted by any Partnering Agency in the
Cost Share Application is false or inaccurate in any manner, (ii) a determination by ACHD that
any Partnering Agency has failed to comply with any term or provision of this Permit, (iii) a
determination by ACHD that any Partnering Agency has failed to replace, maintain, and/or care
for the Non -Transportation Components as required by the terms of this Permit. Except in an
emergency situation, ACHD shall provide each Partnering Agency with thirty (30) days notice of
the issue and an opportunity to comply prior to exercising such rights.
12. All exhibits and any addenda to this Permit are incorporated herein.
13. Each Partnering Agency may delegate any of its responsibilities hereunder to any third party,
provided, however, that each Partnering Agency shall remain and shall be ultimately responsible
for the third party's compliance with the terms of this Permit. Such delegation shall not, in any
way, abrogate ACHD's rights tinder the terms of this Permit and/or Cost Share Ordinance No.
215.
14. This Pet mit is conditioned upon the signature of ACHD and the Partnering Agency below.
SIGNATURES
This Cost Share Permit is issued by the Ada County Highway District on the date set forth
above:
Ada County Highway District:
The person signing below represents that he or she has the authority on behalf of ACHD to issue
is4"c mit ztrrd-Wnd ACHD to thrWrias set forth herein.
Acceptance/certification by Partnering Agency:
Corporation
The person signing below represents that he or she has the authority on behalf of the Partnering
Agency to accept and agree to the terms of this Permit and bind the Partnering Agency to the
terms set forth herein.
By: J ie Pipal
Its: air
Acceptance/certification by Partnering Agency: City of Meridian
The person signing below represents that he or she has the authority on behalf of the Partnering
Agency to accept and agree to the terms of this Permit and bind the Partnering Agency to the
terms set forth here u.
By: Tammy DeW er
Its: Mayor
Attachments
Attachment No. 1
Joint Project Interagency Agreement Between Ada County Highway District, City of Meridian,
and Meridian Development Corporation — Meridian Split Corridor Phase Two ACHD Project
No. 506047
Attachment No. 2
MDC Historic Street Light Plan, Sheets 1 through 4
10
J V�L
NT PROJECT INTERAGENCY AGREEMENT
BETWEEN
ADA COUNTY HIGHWAY DISTRICT, CITY OF MERIDIAN,
AND MERIDIAN DEVELOPMENT CORPORATION
- MERIDIAN SPLIT CORRIDOR PHASE TWO
ACHD PROJECT NO. 506047
THIS JOINT PROJECT INTERAGENCY AGREEMENT ("Agreement") is entered into
this '2-1 day of `J u N q— , 2012, 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 the MERIDIAN DEVELOPMENT CORPORATION, by and through its Board of
Commissioners (hereinafter referred to as "MDC") all parties being bodies politic and corporate
of the State of Idaho.
RECITALS
WHEREAS, ACHD is a single county -wide highway district, a public entity, organized
and operating pursuant to Idaho Code Title 40, Chapter 14, as amended and supplemented.
WHEREAS, CITY is a public entity, organized and operating pursuant to Idaho Code
Title 50, as amended and supplemented.
WHEREAS, MDC is a public entity, organized and operating pursuant to Idaho Code
Title 50, Chapter 20, as amended and supplemented.
WHEREAS, ACHD is planning to construct a road improvement project focusing on
widening and realigning Main Street and Meridian Road from north of Franklin Road to Chevy
Lane -Fairview Avenue, Ada County, Idaho, known as Phase Two of the Meridian Split Corridor
Project, ACHD Project No. 506047 (hereinafter referred to as the "ACHD Phase Two Project").
The ACHD Phase Two Project inchrdes the construction of a cross-over roadway, connecting
Main Street to Meridian Road, north of Franklin and south of the railroad crossing. It includes
the expansion of Meridian Road to 5-Ianes, from the crossover roadway, north to the Meridian
Road/Cherry Lane -Fairview Avenue intersection and elimination of the free -running right turn at
the intersection of Main Street and Fairview Avenue. The ACHD Phase Two Project is
generally depicted in the aerial/GIS map attached hereto as Exhibit A. The Meridian Split
Corridor project has been identified in the Downtown Meridian Transportation Management
Plan (2005).
WHEREAS, CITY is planning a public works sewer and water project for Meridian Road
(hereinafter referred to as "CITY Sewer and Water Projeen and desires the CITY Water and
Sewer Project to be incorporated into a portion of the ACHD Phase Two Project and CITY
agrees to pay for the actual design and construction costs of the CITY Water and Sewer Project
if it is incorporated into the ACHD Phase Two Project.
�n
Page] of21
ATTACHMENT ACHD/City of Meridian/Meridian Development Corporation
Joint Project Interagency Agreement Meridian Split Corridor Phase Two
WHEREAS, ACRD is willing to accommodate CITY's request for the incorporation of
the CITY Water and Sewer Project into the ACRD Phase Two Project so long as CITY agrees to
be fully responsible for all costs of the CITY Water and Sewer Project.
WHEREAS, MDG desires the installation of decorative street lighting (hereinafter
referred to as the "MDC Lighting Project") to be incorporated into a portion of the ACED Phase
Two Project and MDC agrees that the MDC Lighting Project is a "non -transportation
component" and agrees to comply with all requirements set forth in ACHD's Cost Share
Ordinance Section 3109 et. seq. (hereafter "Cost Share Ordinance"), and MDC agrees to pay for
the design and construction costs of the MDC Lighting Project in accordance with the Cost Share
Ordinance, and as a co -permittee with CITY, MDC shall assume secondary responsibility for the
perpetual maintenance and operation of the MDC Lighting Project in accordance with the Cost
Share Ordinance. CITY agrees that the MDC Lighting Project is a "non -transportation
component" under the Cost Share Ordinance and CITY agrees to have primary responsibility to
pay for the perpetual maintenance and operation of the MDC Lighting Project in accordance with
the Cost Share Ordinance as a co -permittee on the MDC Lighting Project, and City agrees to
comply with all applicable requirements set forth in the Cost Share Ordinance.
WHEREAS, CITY desires the installation of landscape improvements (hereinafter
referred to as the "CITY Landscape Project") to be incorporated into a portion of the ACHD
Phase Two Project and CITY agrees that the CITY Landscape Project is a "non -transportation
component" and agrees to comply with all requirements set forth in ACHD's Cost Share
Ordinance Cost Share Ordinance, and CITY agrees to pay for the design, construction costs, and
perpetual maintenance and operation of the CITY Landscape Project in accordance with the Cost
Share Ordinance.
WHEREAS, ACHD, CITY and MDC desire by this Agreement to work cooperatively
and to set forth tbeir respective duties and obligations which they are authorized by law to
perform, and to allocate certain costs and responsibilities, each with regard to the joint ACHD
Phase Two Project/CITY Water and Sewer Project/CITY Landscape Project/MDC Lighting
Project in accordance with law and as further set forth in this Agreement.
WHEREAS, Idaho Code § 67-2332 expressly authorizes public agencies to enter into
agreements with one another for cooperative action for proposes within the power, privilege or
authority of said agencies.
AGREEMENT
NOW, THEREFORE, for and in consideration of the foregoing Recitals, which are
made a part of the Agreement, and not mere Recitals, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do
mutually undertake, promise and hereby agree as follows:
Page 2 of 21
ACI-ID/City of Meridian/Meridian Development Coiporatioit
Joint Project hiterageocy Agreement Meridian Split Corridor Phase Two
SECTION I.
ACHD PHASE TWO PROJECT
1. DESIGN
1.1 ACI -ID, and/or its consultant, shall complete all design work for the ACHD Phase
Two Project. The ACHD Phase Two Project shall be designed in compliance with the standards
of the American Association of State Highway and Transportation Officials ("AASHTO"), the
standards and specifications set forth in the ACHD Policy Manual. ACHD shall provide the
CITY and MDC with plan sets at all design phases for review and comment.
1.2 ACHD shall provide for the design of the ACHD Phase Two Project. CITY shall
pay ACHD for the additional cost for design of the ACHD Phase Two Project resulting from
incorporation of the CITY Water and Sewer Project and/or the CITY Landscape Project. MDC
shall pay ACHD for any actual additional costs for design of the ACHD Phase Two Project
resulting from incorporation of the MDC Lighting Project The actual cost of the ACHD Phase
Two Project design is EIGHT HUNDRED THOUSAND SEVEN HUNDRED AND EIGHTY
FOUR DOLLARS AND SEVENTY-SIX CENTS ($300,784.76). ACHD shall invoice any
actual additional costs for the design of the ACHD Phase Two Project accordingly and within
thirty-five (35) days receipt of any such invoice, CITY and/or MDC shall pay the amount
invoiced by ACHD.
1.3 ACHD shall approve, in its sole discretion, the Engineer's Estimate and the
ACHD Phase Two Project plans. ACHD, CITY and MDC shall aclmowledge in writing the
final, approved ACHD Phase Two Project bid plans and the Engineer's Estimate prior to
commencement of formal bid, and neither shall thereafter be modified in any material way
unless such modifications are approved in writing signed by ACHD
2. CONSTRUCTION ACCESS MEASURES — SHARED RESPONSIBILITIES
2.1 In order to ensure access for properties during construction which would
otherwise be landlocked as a result of road closures during the joint ACFID Phase Two
Project/CI"TY Project, and in order to ensure parking access for CITY's City Hall building during
the joint ACHD Phase Two Project/CITY Project, ACHD and CITY shall coordinate measures
for alternate access, which includes the acquisition of temporary easements, the placement of
temporary paving, and the removal of curbing and other features.
2.2 The approximate location and configuration of the alternate access measures to be
coordinated by ACHD and CITY and made a part of the joint ACHD Phase Two Project/CITY
Project are depicted in the attached Exhibits B1, B2 and B3.
2.3 The current cost estimate of the alternate access measures is TWO HUNDRED
FIFTY THOUSAND DOLLARS ($250,000); CITY shall reimburse ACHD for one-half of the
costs of such alternate access up to a maximum amount of ONE HUNDRED TWENTY-FIVE
THOUSAND DOLLARS ($125,000). ACHD and CITY agree that if the actual cost of the
alternate access measures exceeds TWO HUNDRED FIFTY THOUSAND DOLLARS
($250,000) CITY and ACHD shall each be responsible for one-half of such excess costs. ACHD
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ACHD/City of Meridian/Meridian Development Corporation
Joint Project interagency Agreement Meridian Split Con-idor Phase Two
shall provide CITY with a breakdown of the actual costs of the access measures along with an
invoice for the CITY's share of the same as set forum herein and as may be agreed by ACHD and
CITY with regard to any excess amounts and within thirty-five (35) days receipt of such invoice,
CITY shall pay the amount invoiced by ACRD.
3. ACRD STORM WATER FACILITY— PARCEL 143
3.1 ACHD Phase Two Project will include a storm water facility on a parcel located
at the southeast corner of the intersection of Meridian Road and Carmel Drive; the work is
depicted in the attached Exhibit C, and is identified as Parcel 143 in the attached Exhibit C.
3.2 Parcel 143 and the storm water facility to be constructed thereon shall be
characterized by ACHD as "highway" and "public right-of-way" as such terms are defined in
Title 40, Chapter 1, Idaho Code.
SECTION II.
CITY WATER AND SEWER PROJECT
1. SUMMARY STATEMENT OF AGREEMENT
ACHD shall incorporate the CITY Water and Sewer Project into the ACHD Phase Two
Project subject to the terms and conditions of this Agreement.
2. SCOPE OF WORK, ESTIMATED COST
2.1 ACHD and CITY agree that the scope of work for the CITY Water and Sewer
Project provided by this Agreement is set forth in the document entitled "Scope of City Water
and Sever Project', a copy of which is attached hereto as Exhibit D.
2.2 CITY's consultant has prepared a cost estimate in 2011 Dollars for the
construction of the CITY Water and Sewer Project. Construction of the CITY Water and Sewer
Project is estimated to cost a total of ONE MILLION TWO HUNDRED THOUSAND
DOLLARS ($1,200,000). The parties acknowledge that these costs are only an approximation of
the cost in 2011 dollars for the construction of the CITY. The parties acknowledge and agree
that rapid rise in construction materials may affect the actual cost of construction of the CITY
Water and Sewer Project that are substantially higher than the estimated costs in 2011 dollars.
CITY shall be solely responsible to pay all actual construction costs for the CITY Water and
Sewer Project including all actual construction costs in excess of the CITY's estimate.
3. DESIGN AND PERMITS
3.1 CITY, and/or its consultant, will complete all design work for the CITY Water
and Sewer Project. The CITY Water and Sewer Project shall be designed in conformance with
all applicable federal, state and local laws and regulations and standards and specifications for
such work including but not limited to the most current edition of the Idaho Standards for Public
Works Construction (ISPWC) and the CITY Supplemental Specifications to the ISPWC and all
applicable standards and specifications set forth in the ACHD Policy Manual.
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3.2 The design work for the CITY Water and Sewer Project shall include detailed and
comprehensive plans addressing ground water to be encountered during sewer excavation in the
project site and adequate countermeasures for handling ground water including, but not limited
to, dewatering. The dewatering plans must be approved by the CITY Engineer and all applicable
agencies.
3.3 Copies of complete and final designs for the CPi'Y Water and Sewer Project
including detailed and comprehensive plans addressing ground water in the project site and
adequate countermeasures for ground water including, but not limited to, dewatering shall be
provided to ACRD no later than June 1, 2012.
3.4 CITY shall be solely responsible to apply for and obtain all necessary federal,
state and local permits for the CITY Water and Sewer Project as incorporated into the ACRD
Phase Two Project.
4. SPECIAL PROVISIONS AND BID QUANTITIES
4.1 CITY, and/or its consultant, will develop special provisions, and unit bid
quantities for the CITY Water and Sewer Project work to be included in the bid documents for
the ACHD Phase Two Project construction contract. The special provisions and unit bid
quantities shall support the CITY Water and Sewer Project as designed, including but not limited
to ground water countermeasures such as dewatering, and shall be in conformance with all
applicable federal, state and local laws and regulations and standards and specifications for such
work including but not limited to the most current edition of the Idaho Standards for Public
Works Construction (ISPWC) and the CITY Supplemental Specifications to the ISPWC and all
applicable standards and specifications set forth in the ACHD Policy Manual.
4.2 Complete and final special provisions, and unit bid quantities for the CITY Water
and Sewer Project work shall be provided to ACHD no later than June 20, 2012.
5. BIDDING AND CONTRACTING
5.1 ACHD shall incorporate the designs, special provisions, and unit bid quantities
for the CITY Water and Sewer Project work as developed and submitted by CITY into the bid
documents for the ACHD Phase Two Project. ACHD shall provide CITY a complete set of
combined bid documents for the ACHD Phase Two Project, and the CITY Water and Sewer
Project work referenced herein.
5.2 ACHD shall solicit, receive, and open bids for the ACHD Phase Two Project
incorporating the CITY Water and Sewer Project work referenced herein utilizing a two-step,
prequalification methodology as allowed in Idaho Code Section 67-2805. In the initial phase,
ACHD shall prequalify prime and specialty contractors and in the second phase, bid prices will
be accepted by ACHD only from prequalified contractors. ACHD shall furnish CITY with an
abstract of all bids received.
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ACHD/City of Meridiaii/Meridian Development Corporation
Joint Project interagency Agreement Meridian Split Conidor Phase Two
5.3 ACRD shall award a contract for construction of the for the ACRD Phase Two
Project incorporating the CITY Water and Sewer Project work referenced herein, or in its
discretion, ACRD may reject all bids and re -bid the project. CITY agrees and acknowledges that
the contract for construction may include incentives for early completion.
5.4 Following award, ACRD shall execute and administer the construction contract
for the ACHD Phase Two Project incorporating the CITY Water and Sewer Project work
referenced herein.
6. CONSTRUCTION
6.1 The construction of the CITY Water and Sewer Project as incorporated into the
ACHD Phase Two Project shall be built in conformance with the designs, plans and
specifications provided to ACHD by CITY. Such construction shall comply with all applicable
laws, ACHD policies and standards, and engineering practices.
6.2 For all lawful purposes, CITY shall be considered a "Co-owner" of the ACHD
Phase Two Project to the extent that it incorporates the CITY Water and Sewer Project. Pursuant
to and in accordance with, applicable laws and regulations, the CITY shall file separately with
the appropriate agencies a Notice of Intent (hereinafter referred to as "NOI") for the construction
of the CITY Water and Sewer Project as incorporated into the ACHD Phase Two Project,
6.3 ACHD shall at all times be the party responsible to provide inspection for all
work for the ACHD Phase Two Project that is not within the scope of the CITY Water and
Sewer Project. CITY shall at all times be the party responsible to provide inspection for all work
for the CITY Water and Sewer Project and shall provide copies of appropriate inspections, tests
and diaries to the ACHD Phase Two Project representative. ACHD shall combine all applicable
inspections, tests and diaries into a joint report which shall be co-signed by CITY and ACHD.
The CITY shall at all times be the party responsible for maintenance, inspection, and tracking of
any and all dewatering work associated with the CITY Water and Sewer Project.
6.4 CITY shall reimburse ACHD for all costs associated with the portion of the
awarded bid relating to the CITY Water and Sewer Project. CITY shall have the discretion to
accept or reject any change orders to the portion of the awarded bid relating to the CITY Water
and Sewer Project within 5 business days. CITY 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.
6.5 CITY shall at all times be the party solely responsible for and shall reimburse
ACHD for backfill of excavation, safety measures, landscape restoration solely attributable to the
CITY Water and Sewer Project as incorporated into the ACI -ID Phase Two Project and all other
activities incidental to the CITY Water and Sewer Project.
6.6 CITY shall also be responsible for and shall reimburse ACHD for changed
conditions, plan errors and omissions, and any delays attributable to the CITY Water and Sewer
Project as incorporated into the ACHD Phase Two Project.
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6.7 ACED shall make any monthly progress payments to and the final construction
contract payment to the Construction Contractor in conformance with the Construction Contract.
Provided, however that before ACHD makes anv monthly progress payment to the Construction
Contractor for any work relating to any portion of the CITY Water and Sewer Project, CITY
shall first approve and authorize such payment in writing within 5 business days of receipt.
CITY shall hold ACRD harmless for any disputes relative to any monthly progress payment or
portion thereof that the CITY does not approve and authorize.
6.8 ACRD will submit to CITY a copy of each Contractor progress payment estimate,
as such estimates are approved by ACRD, together with an invoice for CITY's share of the
Construction Contract costs earned by and to be paid to the Contractor. ACHD shall retain all
invoices and other documents supporting such payment estimates. ACHD shall submit a
monthly bill to CITY for reimbursement of the actual construction costs of the CITY Water and
Sewer Project, as well as other costs for which CITY is responsible as set forth in this
Agreement, and a final bill within THIRTY (30) days atter completion of the work which shall
include the CITY's share of any early completion incentive paid to the Construction Contractor
as provide in Section I1.8.1 of this Agreement.
6.9 CITY shall reimburse ACHD for the actual construction costs of the CITY Water
and Sewer Project as incorporated into the ACHD Phase Two Project as well as other costs for
which CITY is responsible as set forth in this Agreement. CITY shall pay ACHD within
THIRTY (30) days after receipt of ACHD's monthly and final bills referenced in Section II.6.8
of this Agreement in cash or other immediately available funds.
6.10 CITY shall be solely responsible for determining that the wort: for the
construction of the CITY Water and Sewer Project is Substantially Complete and will provide
ACHD evidence of said acceptance and determination in writing. CITY shall be solely
responsible to notify ACHD in writing when Construction Completion may be issued for the
CITY Water and Sewer Project.
6.11 CITY shall be solely responsible for operation and maintenance of the work for
the construction of the CITY Water and Sewer Project once said CITY Water and Sewer Project
becomes operational.
6.12 ACHD shall transfer to CITY for the benefit of CITY, all warranties in the
Construction Contract relating to the CITY Water and Sewer Project.
6.13 ACHD shall transfer to CITY for the benefit of CITY; all title in the work for the
construction of the CITY Water and Sewer Project.
7. CITY SEWER AND WATER WORK OUTSIDE OF ACHD PHASE TWO
PROJECT BOUNDARIES
CITY shall be fully responsible for any sewer and water work outside of the ACHD
Phase Two Project boundaries as depicted in Exhibit A, including, but not limited to, property
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ACHD/City of Meridian/Meridian Development Corporation
Joint Project Interagency Agreement Meridian Split Corridor Phase Two
owner notification, excavation, material costs, construction costs, traffic control, grading, and
associated paving work which will be subject to ACHD permitting, inspection, and approval.
Provided that any ACHD permit fees shall be waived in accordance with the ACHD-CITY
Interagency Govertnnental Agreement for Waiver of Costs and Fees dated June 9, 2010 and
incorporated herein by reference. City shall also be responsible for inspection of storm water
protection and erosion control measures outside of the aforementioned ACHD Phase Two
Project boundaries.
S. EARLY COMPLETION INCENTIVE PAYMENT
8.1 The early completion incentive that may be paid to the Construction Contractor
shall not exceed THREE HUNDRED FIFTY THOUSAND DOLLARS ($350,000.00). CITY
shall be responsible for and shall reimburse ACHD for one-half (1/2) of any early completion
incentive paid to the Construction Contractor, up to a maximum amount of ONE HUNDRED
SEVENTY-FIVE THOUSAND DOLLARS ($175,000.00).
8.2 One-half (1/2) of any liquidated damages received by ACHD from the
Construction Contractor shall be reimbursed back to the CITY.
SECTION III.
CITY LANDSCAPE PROJECT
1. SUMMARY STATEMENT OF AGREEMENT
ACHD shall incorporate the CITY Laudscape Project into the ACRD Phase Two Project
subject to the terms and conditions of this Agreement.
2. ISLAND MEDIAN AND FREE -RUNNING RIGHT -TURN — MAIN STREET
AND FAIRVIEW AVENUE INTERSECTION — PARCEL 162; CROSS-OVER
ROADWAY MEDIANS — PARCELS 163 AND 164.
2.1 As part of the ACHD Phase Two Project, ACHD shall modify the landscaped
island mediae oil the southeast corner of the intersection of Main Street and Fairview Avenue
that is currently right-of-way owned by ACHD and maintained by CITY and ACHD shall
eliminate the free -running right tun at said intersection. The work is depicted in the attached
Exhibit E and these areas are identified collectively as Parcel 162 in the attached Exhibit E.
2.2 As part of the ACHD Phase Two Project; ACHD shall construct an island median
southwest of the intersection of Main Street and Ada Street and an island median west of the
intersection of Bower Street and the cross-over roadway. The work is depicted in Exhibit F and
Exhibit G and these areas are identified respectively as Parcel 163 and Parcel 164 in the attached
Exhibit F and Exhibit G.
3. CONSTRUCTION
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ACHD/City of Meridian/Meridian Development Corporation
Joint Project Interagency Agreement Meridian Split Con-idorPhase Two
3.1 As to Parcels 162, 163 and 164, ACRD shall be responsible for all traffic related
improvements and removal of all roadway base material as part of the ACHD Phase Two
Project, construction of curb, gutter and sidewalks, and the placement of conduit and 12" of top
soil to a finish grade of 2" below top back of curb for the interior of and within each parcel as
indicated on the plans for the ACRD Phase Two Project.
3.2 As to Parcels 162, 163 and 164, CITY shall be solely responsible for the design,
construction and inspection of the installation of the sod, landscape; sprinkler irrigation facilities,
renovation materials, and warranties and such work shall be completed prior to substantial
completion of the ACHD Phase Two Project. CITY understands and agrees that if the work is
not completed prior to substantial completion of the ACRD Phase Two Project, ACHD may in
its full and complete discretion, pave Parcels 162, 163 and 164 with asphalt and any obligations
of ACRD and the CITY under this Section III shall terminate.
4. COST SHARE PERMIT
4.1 CITY agrees that the CITY Landscape Project is a "non -transportation
component" as defined in the Cost Share Ordinance and that CITY shall apply to ACHD for a
Cost Share Permit fortheCITY Landscape Project. CITY shall comply with any and all terms
and conditions of the permit that may be issued to CITY by ACIID as to landscape
improvements placed on Parcels 162, 163 and 164 by the CITY.
4.2 The terms and conditions of this Agreement relating to the CITY Landscape
Project shall be null and void in the event CITY fails to apply to ACHD for a Cost Share Permit
for the CITY Landscape Project or if ACHD does not issue a Cost Share Permit for the CITY
Landscape Project.
5. MAINTENANCE AND OPERATION
5.1 CITY shall be solely responsible to pay for the perpetual maintenance and
operation of the sod, landscape, and sprinkler irrigation facilities on Parcels 162, 163 and 164 in
accordance with the Cost Share Ordinance and any permit that may be issued to CITY
thereunder. CITY shall be solely responsible to provide adequate water volume and pressure for
landscape irrigation.
6. VACATION AND ABANDOMENT OF PARCEL 162
6.1 Upon completion of the ACHD Phase Two Project, the ACHD Board of
Commissioners shall consider the vacation and abandonment of Parcel 162 as public right-of-
way in accordance with the procedures set forth in Idaho Code. Upon vacation and abandonment
of Parcel 162, ACHD shall convey Parcel 162 to CITY as surplus property in accordance with
the procedures set forth in Idaho Code with the execution of a Quitclaim Deed, "as -is" and
without warranty of any kind. Any compensation normally due to ACHD in the event of such a
conveyance will be waived by ACHD in accordance with the ACHD-CITY Interagency
Govermuental Agreement for Waiver of Costs and Fees dated June 9, 2010 and incorporated
herein by reference.
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ACHD/City of Meridian/Meridian Development Coporstion
Jourt Project Intenagemy Agreement Meridian Split Corridor Phase'fwo
6.2 If Parcel 162 is vacated and abandoned by ACRD and conveyed to CITY as
surplus property as provided in Section III.6.1 of this Agreement, any Cost Share Permit granted
to CITY by ACHD for the CITY Landscape Project shall terminate as to Parcel 162.
SECTION IV
CITY A CO -PERMITTEE ON MDC LIGHTING PROJECT
1.1 CITY agrees that the MDC Lighting Project provided for in Section V of this
Agreement is a "non -transportation component' as defined in the Cost Share Ordinance and that
CITY shall apply to ACRD for a Cost Share Permit for the MDC Lighting Project as a co-
perrnittee with MDC, for the purpose of assuming primary and sole responsibility for perpetual
maintenance and operation of the MDC Lighting Project. CITY shall comply with all applicable
terms and conditions of the permit that may be issued to MDC and the CITY by ACHD for the
MDC Lighting Project.
1.2 The terms and conditions of this Agreement relating to the MDC Lighting Project
shall be null and void in the event CITY fails to apply to ACHD for a Cost Share Permit for the
MDC Lighting Project as a co -permittee with MDC or if ACHD does not issue a Cost Share
Permit for the MDC Lighting Project.
2. MAINTENANCE AND OPERATION
CITY shall be primarily and solely responsible to pay for the perpetual maintenance and
operation of the MDC Lighting Project in accordance with the Cost Share Ordinance and any
permit that may be issued to MDC and the CITY thereunder. CITY shall be primarily and solely
responsible to pay the energy costs necessary for the perpetual operation of the MDC Lighting
Project.
SECTION V
MDC LIGHTING PROJECT
I . SUMMARY STATEMENT OF AGREEMENT
ACI -ID shall incorporate the MDC Lighting Project into the ACRD Phase Two Project
subject to the terms and conditions of this Agreement.
2. COST SHARE PERMIT
2.1 MDC agrees that the MDC Lighting Project is a "non -transportation component"
as defined in the Cost Share Ordinance and that MDC shall apply to ACHD, as a co -applicant
with the City, for a Cost Share Permit for the MDC Lighting Project as required by the Cost
Share Ordinance.
2.2 MDC shall pay for the design and cost to construct the MDC Lighting Project in
accordance with the Cost Share Ordinance and any permit(s) that may be issued to MDC
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ACHD/City of Meridian/Meridian Development Corporation
Joint Project Interagency Agreement Meridian Split Corridor Phase Two
thereunder. MDC shall comply with any and all terms and conditions of the pernih(s) that may
be issued to MDC by ACRD. As a co -permittee with CITY, MDC shall assume secondary
responsibility for the perpetual maintenance and operation of the MDC Lighting Project in
accordance with the Cost Share Ordinance and shall take on such responsibilities in the event the
CITY fails in any way to carry out its obligations as set forth in Section IV of this Agreement.
2.3 The terms and conditions of this Agreement relating to the MDC Lighting Project
shall be null and void in the event MDC fails to apply to ACHD for a Cost Share Permit for the
MDC Lighting Project or if ACRD does not issue a Cost Share Permit for the project.
3. SCOPE OF WORK, ESTIMATED COST
3.1 ACHD and MDC agree that the scope of work for the MDC Lighting Project
provided by this Agreement is set forth in the document entitled MDC Lighting Project, a copy
of which is attached hereto as Exhibit H.
3.2 MDC's consultant has prepared a cost estimate in 2011 Dollars for the
construction of the MDC Lighting Project provided by this Agreement. Construction of the
Lighting Project as provided by this Agreement is estimated to cost a total of FIVE HUNDRED
THOUSAND DOLLARS ($500,000). The parties acknowledge that these costs are only an
approximation of the cost in 2011 dollars for the construction of the MDC Lighting Project. The
parties acknowledge and agree that rapid rise in construction materials may affect the actual cost
of construction of the MDC Lighting Project that are substantially higher than the estimated costs
in 2011 dollars. MDC agrees that if any additional construction costs for the MDC Lighting
Project are incurred, MDC shall be solely responsible to pay these additional costs.
4. DESIGN AND PERMITS
4.1 MDC, and/or its consultant, will complete all design work for the MDC Lighting
Project. The N4DC Lighting Project shall be designed in conformance with all applicable federal,
state and local laws and regulations and standards and specifications for such work including but
not limited to the most current edition of the Idaho Standards for Public Works Construction
(ISPWC) and the CITY Supplemental Specifications to the ISPWC and all applicable standards
and specifications set forth in the ACRD Policy Manual.
4.2 Copies of complete and final designs for the MDC Lighting Project shall be
Provided to ACRD no later than June 1, 2012.
4.3 MDC shall be solely responsible to apply for and obtain all necessary federal,
state and local permits for the MDC Lighting Project as incorporated into the ACHD Phase Two
Project.
5. SPECIAL PROVISIONS AND BID QUANTITIES
5.1 MDC, and/or its consultant, will develop special provisions, and unit bid
quantities for the MDC Lighting Project work to be included in the bid documents for the ACHD
Page I1 of 21
ACHD/City of Meridian/Meridian Development Corporation
Joint Project Interagency Agreement Meridian Split Corridor Phase Trvo
Phase Two Project construction contract. The special provisions and unit bid quantities for each
project shall be in conformance with all applicable federal, state and local laws and regulations
and standards and specifications for such work including but not limited to the most current
edition of the Idaho Standards for Public Works Construction (ISPWC) and the CITY
Supplemental Specifications to the ISPWC and all applicable standards and specifications set
forth in the ACHD Policy Manual.
5.2 Complete and final special provisions, and unit bid quantities for the MDC
Lighting Project work shall be provided to ACRD no later than June 1, 2012.
6. BIDDING AND CONTRACTING
6.1 ACRD shalt incorporate the designs, special provisions, and unit bid quantities
for the MDC Ligbting Project work, as developed and submitted by MDC, into the bid
documents for the ACHD Phase Two Project. ACHD shall provide MDC a complete set of
combined bid documents for the ACHD Phase Two Project, and the MDC Lighting Project work
referenced herein.
6.2 ACHD shall solicit, receive, and open bids for the ACHD Phase Two Project
incorporating the MDC Lighting Project work referenced herein utilizing a two-step,
prequalification methodology as allowed in Idaho Code Section 67-2805. ACHD shall furnish
MDC with an abstract of all bids received.
6.3 ACHD shall award a contract for construction of the ACHD Phase Two Project
incorporating the approved MDC Ligbting Project work referenced herein, or in its discretion,
ACHD may reject all bids and re -bid the project.
6.4 Following award, ACHD shall execute and administer the construction contract
for the ACIID Phase Two Project incorporating the MDC Lighting Project work referenced
herein.
7. CONSTRUCTION
7.1 The construction of the MDC Lighting Project as incorporated into the ACHD
Phase Two Project shall be built in conformance with the designs, plans and specifications
provided to ACHD by MDC. Such construction shall comply with all applicable laws, ACHD
policies and standards, and engineering practices.
7.2 CITY shall inspect work under the Lighting Project at no cost to ACHD or MDC
and shall provide copies of appropriate tests and diaries to the ACHD Phase Two Project
representative.
7.3 MDC shall reimburse ACHD for all costs associated with the portion of the
awarded bid relating to the MDC Lighting Project. MDC shall have the discretion to accept or
reject any change orders to the portion of the awarded bid relating to the MDC Lighting Project
within 5 business days. MDC shall not be obligated to reimburse ACHD for any costs associated
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Joint Project Intera.gency Agreement Meridian Split Corridor Phase Two
with unapproved change orders, but may, in its discretion, approve any change order
retroactively.
7.4 MDC shall also be responsible for and shall reimburse ACHD for changed
conditions, plan errors and omissions, and delays attributable to the MDC Lighting Project as
incorporated into the ACHD Phase Two Project.
7.5 ACHD shall make monthly progress payments and the final construction contract
payment to the Construction Contractor in conformance with the Construction Contract.
Provided, however that before ACHD makes any monthly progress payment to the Construction
Contractor for any work relating to any portion of the MDC Lighting Project, MDC shall first
approve and authorize such payment in writing. MDC shall hold ACHD harmless for any
disputes relative to any monthly progress payment or portion thereof that MDC does not approve
and authorize.
7.6 ACHD will submit to MDC a copy of each Contractor progress payment estimate
relating to the MDC Lighting Project, as such estimates are approved by ACHD. ACHD shall
retain all invoices and other documents supporting such payment estimates. ACHD shall submit
a bill to MDC for full and complete reimbursement of the actual construction costs of the MDC
Lighting Project as incorporated into the ACHD Phase Two Project and as earned by and paid to
the Contactor by ACHD, as well as other costs for which MDC is responsible as set forth in this
Agreement, within THIRTY (30) days after final completion of all the work on the MDC
Lighting Project.
7.7 MDC shall reimburse ACHD for the actual construct costs of the MDC Lighting
Project as incorporated into the ACHD Phase Two Project as well as other costs for which MDC
is responsible as set forth in this Agreement. MDC shall pay ACPID within THIRTY (30) days
after receipt of ACHUs bill referenced in Section V.7.6 of this Agreement in cash or other
immediately available funds.
7.8 MDC shall be solely responsible for determining that the work for the
construction of the MDC Lighting Project is Substantially Complete and will provide ACHD
evidence of said acceptance and determination in writing. MDC shall be solely responsible to
notify ACHD in writing when Construction Completion may be issued for the MDC Lighting
Project.
7.9 In accordance with and subject to, the Cost Share Ordinance and the leans and
conditions of the Cost Share Permit as may be issued to MDC by ACHD, MDC, as a co -
permittee with the CITY, shall be secondarily responsible for operation and maintenance of the
work for the construction of the MDC Lighting Project once said MDC Lighting Project work
becomes operational and shall take on such responsibilities in the event the CITY fails in any
way to carry out its obligations as set forth in Section IV of this Agreement.
7.10 ACHD shall transfer to MDC for the benefit of MDC, all warranties in the
Construction Contract relating to the MDC Lighting Project.
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ACHD/City of Meridian/Meridian Development Corporation
Joint Project lnteragoncy Agreement Meridian Split Corridor Phase Two
7.11 ACHD shall transfer to MDC for the benefit of MDC, all title in the work for the
construction of the MDC Lighting Project,
SECTION VI.
INDEMNIFICATIONS
I. ACRD
1.1 ACHD shall, subject to the limitations hereinafter set forth, indemnify, save
harmless and defend regardless of outcome, CITY and/or MDC from expenses and against
suites, actions, claims or losses of every kind, nature and description, including costs, expenses
and attorney tees caused by or arising out of any negligent acts by ACHD or ACHD's officers,
agents and employees while acting within the course and scope of their employment, which arise
from or which are in any way connected to the ACRD Phase Two Project. Any such
indemnification hereunder by ACHD is subject to the limitations of the Idaho Tort Claims Act
(currently codified at chapter 9, title 6, Idaho Code). Such indemnification hereunder by ACHD
shall in no event cause The liability of ACHD 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 and/or MDC.
1.2 For any claims or actions arising out of the ACHD Phase Two Project, ACHD's
obligations pursuant to this Section VI.I shall survive the termination of this Agreement.
2. CITY
2.l AS TO THE CITY WATER AND SEWER PROJECT, CITY SHALL
INDEMNIFY, DEFEND AND HOLD HARMLESS ACHD FROM ANY CLAIM OR ACTION
BY ANY THIRD PARTY FOR REIMBURSEMENT OR ANY INDIRECT, SPECIAL,
PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO,
ANY DAMAGES ARISING OUT OF ANY CLAIM FROM ANY CUSTOMER FOR LOSS
OF SERVICES) ARISING UNDER THIS AGREEMENT OR FROM ANY BREACH OF THIS
AGREEMENT, OR ARISING OUT OF ANY ACT OR OMISSION OF EITHER PARTY
HERETO, ITS EMPLOYEES, SERVANT'S, CONTRACTORS AND/OR AGENTS.
2.2 As to the CITY Water and Sewer Project, CITY shall, subject to the limitations
hereinafter set forth, indemnify, save harmless and defend regardless of outcome, ACHD 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, agents and employees 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
Project. Any such indemnification hereunder by CITY is subject to the limitations of the Idaho
Tort Claims Act (currently codified at chapter 9, title 6, Idaho Code). 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
ACHD.
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Joint Project Interagency Agreement Meridian Split Corridor Phase Two
2.3 As to the CITY Landscape Project, pursuant to the Cost Share Ordinance and any
Cost Share Permit issued to CITY there under for the CITY Landscape Project, CITY shall
indemnify, defend, and hold harmless ACHD and its elected and appointed officials, employees,
agents, and contractors from and against any and all claims or actions for loss, liability, cost,
injury, death, damages, mechanics and other liens, arising out the construction, installation,
design, use, operation, repair, maintenance, and removal, of the CITY Landscape Project, or that
otherwise results from the use, operation, maintenance, design, construction, installation, repair,
and occupation of the Right -of -Way by CITY for the CITY Landscape Project, and including
any attorney fees and costs that may be incurred by ACHD in defense of such claims or actions
indemnified against by CITY (it being specifically agreed that ACHD as the indemnitee may
retain its own counsel in connection with any such action, and MDC shall be solely responsible
for any attorney fees and costs incurred by ACHD).
2.4 As a co -permittee on the MDC Lighting Project, pursuant to the Cost Share
Ordinance and any Cost Share Permit issued to CITY there under for the perpetual maintenance
and operation MDC Lighting Project, CITY shall indemnify, defend, and hold hauuless ACIID
and its elected and appointed officials, employees, agents, and contractors from and against any
and all claims or actions for loss, liability, cost injury, death, damages, mechanics and other
liens, arising out its use, operation, repair, maintenance, and removal, of the MDC Lighting
Project, or that otherwise results from the use, operation, maintenance, repair, and occupation of
the Right -of -Way by CITY for the 114DC Lighting Project, and including any attorney fees and
costs that may be incurred by ACHD in defense of such claims or actions indemnified against by
CITY (it being specifically agreed that ACIID as the indemnitee may retain its own counsel in
connection with any such action, and CITY shall be solely responsible for any attorney fees and
costs incurred by ACIID).
2.5 For any claims or actions arising out of this Agreement, CITY's obligations
pursuant to this Section VI.2 shall survive the termination of this Agreement.
3. MDC
3.1 Pursuant to the Cost Share Ordinance and any Cost Share Permit issued to MDC
there under for the MDC Lighting Project, MDC shall, to the extent permitted by Idaho Law,
indemnify, defend, and hold harmless ACHD and its elected and appointed officials, employees,
agents, and contractors from and against any and all claims or actions for loss, liability, cost,
injury, death, damages, mechanics and other liens, arising out the design of the MDC Lighting
Project, or, following completion of the MDC Lighting Project, MDC's use, operation, repair,
maintenance, and removal, of the MDC Lighting Project, or that otherwise results from the use,
operation, maintenance, design, repair, and occupation of the Right -of -Way by MDC for the
MDC Lighting Project, and including any attorney fees and costs that may be incurred by ACHD
in defense of such claims or actions indemnified against by MDC (it being specifically agreed
that ACHD as the indenmitee may retain its own counsel in connection with any such action, and
MDC shall be solely responsible for any attorney fees and costs incurred by ACHD).
3.2 ACHD shall, to the extent permitted by Idaho Law, indemnify, defend, and hold
harmless MDC and its elected and appointed officials, employees, agents, and contractors from
and against any and all claims or actions for loss, liability, cost, injury, death, damages,
Page 15 of 21
ACHD/City of Meridian/Meridian Development Corporation
Joint Project Interagency Agreement Meridian Split Corridor Phase Two
mechanics and other liens, arising out the construction and installation of the MDC Lighting
Project including any attorney fees and costs that may be incurred by MDC in defense of such
claims or actions indemnified against by ACHD (it being specifically agreed that MDC as the
indenmitee may retain its own counsel in connection with any such action, and ACHD shall be
solely responsible for any attorney fees and costs incurred by MDC).
3.3 For any claims or actions arising out of this Agreement, MDC and ACHD's
obligations pursuant to this Section VI.3 shall survive the termination of this Agreement.
SECTION VII.
TERM OF AGREEMENT
1. ACIID
1.1 As to the work described in Section I of this Agreement and the mutual
obligations relating thereto, it is anticipated that this Agreement shall terminate upon the
satisfactory completion of the work and satisfaction of the obligations of ACHD and CITY and
otherwise, the term of this Agreement shall be in conformity with the provisions of Article VIII,
Section 3 of the Idaho Constitution.
2. CITY
2.1 As to the work described in Section lI of this Agreement and the mutual
obligations relating thereto, it is anticipated that this Agreement shall terminate upon the
satisfactory completion of the work and satisfaction of the obligations of ACHD and CITY and
otherwise, the terve of this Agreement shall be in conformity with the provisions of Article VIII,
Section 3 of the Idaho Constitution.
2.2 As to the work described in Section III of this Agreement and the mutual
obligations relating thereto, if a Cost Share Permit is issued to CITY as provided in this
Agreement, the term of this Agreement shall be perpetual as to the CITY's maintenance of the
sod, landscaping and irrigation facilities subject to such Cost Share Permit, subject to annual
appropriation of such maintenance cost by the CITY as provided in the Cost Share Ordinance
and any Cost Share Permit issued to CITY tinder the Cost Share Ordinance and in conformity
with the provisions of Article VIII, Section 3 of the Idaho Constitution. Any party shall not
terminate this Agreement without the prior written consent of the other party, other than as set
forth in this Agreement.
2.3 As to the the work described in Section V of this Agreement and CITY's status as
co -permittee, primarily responsible for the perpetual maintenance and operation of the work as
set forth in Section IV of this Agreement and the mutual obligations relating thereto, if a Cost
Share Permit is issued to CITY and MDC as provided in this Agreement, the tern of this
Agreement shall be perpetual as to CITY's maintenance of the work, subject to ammal
appropriation of such maintenance cost by the CITY as provided in the Cost Share Ordinance
and any Cost Share Permit issued to CITY under the Cost Share Ordinance and in conformity
with the provisions of Article VIII, Section 3 of the Idaho Constitution. Any party shall not
Page 16 of 21
ACHD/City of Meridian/Meridian Development Corporation
Joint Project Interagency Agreement Meridian Split Corridor Phase Two
terminate this Agreement without the prior written consent of the other party, other than as set
forth in this Agreement.
3. MDC
3.1 As to the work described in Section V of this Agreement and the mutual
obligations relating thereto if a Cost Share Permit is issued to MDC and CITY as provided in this
Agreement, the term of this Agreement shall be perpetual as to MDC's status as a co -permittee,
secondarily responsible for the perpetual maintenance and operation of the work in the event the
CITY fails in any way to carry out its obligations as set forth in Section IV of this Agreement
and MDC takes on such responsibilities, subject to annual appropriation of such maintenance
cost by the MDC as provided in the Cost Share Ordinance and any Cost Share Permit issued to
MDC under the Cost Share Ordinance and in conformity with the provisions of Article VIII,
Section 3 of the Idaho Constitution. Any party shall not terminate this Agreement without the
prior written consent of the other party, other than as set forth in this Agreement.
SECTION VIII.
JURISDICTION
CITY and MDC each acknowledge and agree that ACHD has exclusive Jurisdiction of the
public Right -of -Way on the ACIID Phase Two Project. ACHD may grant a license and/or a
Cost Share Permit to the CITY and/or MDC for the limited purpose of entering upon the Right -
of -Way which is the subject of this Agreement, to install, maintain, repair and replace the
lighting and related infrastructure and to plant, install, maintain, repair and replace the
landscaping and related sprinkler irrigation infrastructure within the Right -of -Way subject to the
approval of a license and/or a Cost Share Permit. CITY and MDC each agree that this grant of a
license and/or permit by ACHD does not grant or confer upon CITY and/or MDC any rights over
such public Right -of -Way other than specifically granted by ACHD to CITY and/or MDC under
the terms of this Agreement.
SECTION IX.
GENERAL, PROVISIONS
1. 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.
2. Contact Information. The contact for ACI -ID shall be the Project Manager for the
Meridian Split Corridor Phase Two Project at (208) 387-6249. The contact for CITY shall be the
?,ro)td- HOna�er<, i M Cum at (208) C1— (,3 The contact for MDC shall
be t& 11 rG �� . at (208)
3. Debt Limitation. Nothing in this Agreement shall be construed to be an
indebtedness or liability in violation of Article VIII, Section 3 of the Idaho Constitution.
4. Attorney Fees. In the event of any controversy, claim or action being filed or
instituted between the parties to enforce the terns and conditions of this Agreement, or arising
Page 17 of 21
ACHD/City of Meridian/Meridian Development Corporation
Joint Project Interagency Ageement Meridian Split Corridor Phase Two
from the breach of any provision hereof, the prevailing parry will be entitled to receive from the
other Party all costs, damages, and expenses, including reasonable attorneys' fees including fees
on appeal, incurred by the prevailing party. The prevailing party will be that party who was
awarded judgment as a result of trial or arbitration.
5. Choice of Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Idaho.
6. Exhibits. All exhibits to this Agreement are incorporated by reference and made a
part of this Agreement as if the exhibits were set forth in their entirety in this Agreement.
7. Entire Agreement. This Agreement and the exhibits hereto constitute the fall 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 and agreements except as specifically set forth herein.
This Agreement may not be enlarged, modified, amended or altered except in writing signed by
all parties hereto.
8. Acknowledgments and Modifications. 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 ACRD and CITY and MDC.
9. Headings. The headings used in this Agreement are used for convenience only
and are not to be considered in construing or interpreting this Agreement.
10. Counterparts. This Agreement may be executed in three or more counterparts,
each of which shall be deemed an original, but both of which together shall constitute one and
the same.
11. No Third Party Beneficiaries. This Agreement is not intended to create, nor shall
it in any way be interpreted or constructed to create, any third party beneficiary of this
Agreement.
12. Drailing. All parties have been represented by counsel and no party shall be
deemed to be the drafter of this document for purposes of interpreting an ambiguity against the
drafter.
13. Severability. 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.
14. Warranty of Authority. All signatories to this Agreement represent and warrant
that they have the have the power to execute this Agreement and to bind the agency they
represent to the terms of this Agreement.
15. Non -Waiver of Breach. 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
Page 18 of 21
ACHD/City of Meridian/Meridian Development Corporation
Joint Project Interagency Agreement Meridian Split Corridor Phase Two
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 ACRD, CITY and MDC.
16. No Joint Venture. 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.
17. Time of the Essence. Time shall be of the essence for all events and obligations to
be performed under this Agreement.
18. MDC Existence Not Perpetual. So Par as they pertain to MDC, the duties and
obligations under this Agreement shall only exist so long this Agreement remains in effect and
so long as MDC is in existence; provided however; that the duties and obligations under this
Agreement shall be binding upon, and shall inure to the benefit of MDC's lawful and approved
successors and assigns if any.
End of Agreement
[Signature page follows.]
Page 19 of 21
ACRD/City of Meddian/Meridian Development Corporation
Joint Project Interagency Agreement Meridian Split Confidm' Phase Two
IN WITNESS HEREOF, the parties hereto have executed this Agreement on the
day and year herein first written.
City of Meridian:
147
By: Tan Weerd
Its: Maycu
ATTEST:
- ionxa
SEAL P
"��dr TREh53P� y
Ada County Highway District:
ATTEST:
}
rector, Bruce S. Wor
Meridian Development Corporation:
By: 6vlie Pipal
Its: Chair
AT � T:
Tr ier & S re a"ry
Page 20 of 21
ACHD/City of Meridian/Meridian Development Corporation
Joint Project Interagency Agreement Meridian Split Corridor Phase Two
EXHIBI'T'S
Attached
Page 21 of 21
ACHD/City of Meridian/Meridian Development Corporation
Joint Project Interagency Agreement Meridian Split Corridor Phase Two
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