HomeMy Public PortalAbout2018.06.27 PLRWSD Interagency Agreement - 2nd & Lenora Street-Sewer RepairsINTERAGENCY AGREEMENT FOR:
STREET REPAIR / SEWER REPAIR
CITY OF McCALL / PAYETTE LAKES RECREATIONAL WATER & SEWER DISTRICT
PROJECT: McCALL DOWNTOWN CORE, PHASE lA - 2ND STREET AND LENORA
STREET RECONSTRUCTION
THIS INTERAGENCY AGREEMENT FOR STREET REPAIR/SEWER REPAIR
("Agreement") is made and entered into this 21 day of --a,..c‘e 2018, by and between
the PAYETTE LAKES RECREATIONAL WATER AND SEWER DISTRICT, a recreational
water and sewer district organized under the laws of the State of Idaho ("DISTRICT" or
"PLRWSD"), and the CITY OF McCALL, a municipal corporation organized under the laws of
the "State of Idaho (" McCALL" or "CITY"), regarding City Project McCALL DOWNTOWN
CORE, PHASE lA - 2ND STREET AND LENORA STREET RECONSTRUCTION.
RECITALS
WHEREAS, PLRWSD is a statutory recreational water and sewer district, and a public
entity, organized and existing pursuant to Idaho Code Title 42, Chapter 3202A, as amended and
supplemented, with the exclusive jurisdiction and authority to maintain, improve, regulate and
operate public sewer improvements located within and outside the City of McCall, Valley
County, Idaho;
WHEREAS, McCALL is a municipal corporation organized and operating pursuant to
Idaho Code Title 50, as amended and supplemented with jurisdiction, authority and police power
to regulate and control municipal activities within the City of McCall, including streets,
pedestrian pathways, stormwater system, and domestic water system;
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 sat forth fully the purposes, powers, rights, objectives and responsibilities
of the contracting parties;
WHEREAS, DISTRICT and McCALL desire to undertake a cooperative effort to
incorporate into McCALL's construction and repair project known as the McCALL
DOWNTOWN CORE, PHASE IA - 2ND STREET AND LENORA STREET
RECONSTRUCTION (" Project" or " Project Boundaries"), certain modifications or
improvements to CITY owned streets, pedestrian pathways, stormwater system and domestic
water system; as well as improvements and repairs to the DISTRICT'S existing sewer system,
including realigning gravity sewer lines with new manholes, gravity sewer pipe, sewer service
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Interagency Agreement — McCall Downtown Core, Phase 1 A —
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lines, sewer pipe stubs, and connections between the new and existing sewer lines, which
improvements need to meet the current edition of the ISPWC and the most current PLRWSD
Supplemental Specifications to the ISPWC. The above described sewer improvements are to be
constructed as part of an executed agreement between McCALL and the selected Contractor (the
"CONTRACT'); and
WHEREAS, McCALL is willing to accommodate DISTRICT' s request by including the
sewer improvements in the Project plans, subject to the terms, conditions and obligations set
forth in this Agreement and so long as McCALL receives assurances by the DISTRICT that it
will fully reimburse McCALL for all actual and necessary costs and expenses that McCALL
incurs as a result of the additional work attributable to the modification or installation of the
sewer improvements described within the CONTRACT;
NOW, THEREFORE, in consideration of the foregoing premises, mutual covenants and
agreements herein contained, the parties hereto agree as follows:
1. McCALL SHALL:
a. Be the party responsible for soliciting, receiving and opening of bids and for executing
and administering the construction CONTRACT for the street, pathways, stormwater
system, and water system reconstruction and the DISTRICT sewer improvements
referenced herein, which CONTRACT shall include, inter alia, a provision that all work
required for the sewer improvements shall be performed in conformance with the most
current edition of the Idaho Standards for Public Works Construction (ISPWC) and the
most current DISTRICT Supplemental Specifications to the ISPWC.
b. Submit to DISTRICT a monthly invoice in the form of the Contractor progress payment
application, with DISTRICT "sewer bid items" and "quantities installed" clearly
indicated. The draft pay application shall be submitted for review and concurrence by
DISTRICT regarding DISTRICT'S portion of the CONTRACT prior to McCALL's
approval of the application. The CONTRACT "sewer bid items", including percentage of
bid items, that the DISTRICT is responsible for paying shall be discussed and agreed
upon by both parties prior to project bid advertisement.
c. Submit to DISTRICT a monthly invoice for construction engineering and inspection
(CE&I) work that was completed the prior month, which can include the overall
management of the project, construction engineering, construction surveying,
construction document management, and field observation. McCALL may hire a
consultant/sub-consultant for some or all of the CE&I work. DISTRICT shall be invoiced
for CE&I work based on the percentage of DISTRICT's project costs as they relate to the
total project construction costs at the time of the invoice, which may vary throughout the
project based on approved changes to the CONTRACT.
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d. Provide the DISTRICT with a complete set of combined bid documents for the street,
pathways, stormwater system, and water system reconstruction and the DISTRICT sewer
improvements.
e. Furnish DISTRICT with an abstract of all bids received and obtain DISTRICT'S written
concurrence with McCALL' S recommendation for award of the CONTRACT prior to
making such award. DISTRICT'S concurrence shall specifically acknowledge that the
Sewer Improvements are and shall be subject to the terms and conditions of this
Agreement. If DISTRICT does not concur, McCALL shall remove the Sewer
Improvements and if necessary, rebid the Project. If the DISTRICT Sewer Improvements
are removed from the project, parties shall negotiate cost sharing for the redesign and
rebidding of the project. The negotiated cost share shall consider the engineer's estimate
of the cost of the Street Improvements which the DISTRICT wants removed from the
project, the cost incurred by McCALL in the design of the project to the date of the notice
from the DISTRICT, the cost to redesign and rebid necessitated by the withdrawal of the
Street Improvements from the project, and a comparison of each to the total engineer's
estimate of the project as originally designed and as modified. The object of the
negotiated cost share will be to make McCALL whole as a result of the changes in the
project required by the DISTRICT.
f. Work with the DISTRICT and Contractor to resolve any claims relating in any way to the
Sewer Improvements and that McCALL will consult with DISTRICT prior to executing
any changes to the CONTRACT affecting the proposed sewer improvements.
CONTRACT modification forms (e.g., change orders, field orders, work change
directives, etc.) that affect DISTRICT sewer improvements or existing DISTRICT sewer
infrastructure shall include a signatory line for the DISTRICT to indicate their
concurrence with the change prior to finalizing such changes.
g. Administer and respond to all Contractor submittals. McCALL shall submit Contractor
submittals relating to DISTRICT sewer improvements to the DISTRICT for review.
McCALL shall include DISTRICT submittal comments in their official submittal
response to the Contractor.
h. Indemnify, save harmless and defend regardless of outcome, DISTRICT from expenses
and against suits, 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 McCALL or McCALL' S officers, employees, agents or contractors while acting
within the course and scope of their employment, which arise from or which are in any
way connected to the CITY Street Improvements. Such indemnification act to exceed the
amount of loss, damages, or expenses of attorney fees attributable to such negligent act,
and shall not apply to loss, damages, expenses or attorney fees attributable to the
negligence of DISTRICT. This duty to defend, indemnify and hold harmless is subject to
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Interagency Agreement — McCall Downtown Core, Phase 1 A —
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the limitations of Idaho law, including Article VIII Section 4, Idaho Constitution and
Idaho Code Title 6 Chapter 9 (the Idaho Tort Claims Act), and to any other limitations set
forth in the agreement.
i. Work directly with the Contractor to resolve any claims relating in any way to the
McCALL Improvements that do not affect DISTRICT improvements or existing
infrastructure. McCALL shall indemnify, save harmless and defend regardless of
outcome, DISTRICT from expenses and against suits, actions, claims or losses of every
kind, nature and description, including costs, expenses and attorney fees caused by or
arising out of any and all such claims regardless of the outcome of the CITY's efforts to
resolve said claims with the Contractor.
2. DISTRICT SHALL:
a. Remit to McCALL, within thirty (30) calendar days after the date of any invoice
referenced in paragraph 1.b and 1.c, all funds for which DISTRICT is responsible
pursuant to the approved Contractor pay applications, the agreed upon "sewer bid items",
the final CONTRACT payment estimate, the monthly CE&I invoice, and the DISTRICT
percentage of project costs as they relate to the total project construction costs at the time
of the invoice.
b. Review sewer Contractor submittals and provide comments to McCALL within seven (7)
days of the date of receipt from McCALL.
c. Reimburse McCALL for any additional costs to McCALL over and above costs
specifically enumerated herein, where such costs are attributable to the installations,
adjustments, relocations and abandonments of the DISTRICT Sewer Improvements or to
the removal of any or all items from the CONTRACT that are associated with the
installation of the DISTRICT Sewer Improvements.
d. Indemnify, save harmless and defend regardless of outcome, McCALL from expenses
and against suits, 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 DISTRICT or DISTRICT'S officers, employees, agents or contractors while acting
within the course and scope of their employment, which arise from or which are in any
way connected to the DISTRICT Sewer Improvements. Such indemnification hereunder
by DISTRICT shall in no event cause the liability of DISTRICT 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 McCALL. This duty to defend, indemnify and hold harmless is
subject to the limitations of Idaho law, including Article VIII Section 4, Idaho
Constitution and Idaho Code Title 6 Chapter 9 (the Idaho Tort Claims Act), and to any
other limitations set forth in the agreement.
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e. Furnish McCALL with an abstract of all bids received and obtain McCALL's written
concurrence with DISTRICT'S recommendation for award of the CONTRACT prior to
making such award. McCALL'S concurrence shall specifically acknowledge that the
Street Improvements are and shall be subject to the terms and conditions of this
Agreement. If McCALL does not concur, DISTRICT shall remove the Street
Improvements and if necessary, rebid the Project. If the McCALL Street Improvements
are removed from the project, parties shall negotiate cost sharing for the redesign and
rebidding of the project. The negotiated cost share shall consider the engineer's estimate
of the cost of the Sewer Improvements which McCALL wants removed from the project,
the cost incurred by DISTRICT in the design of the project to the date of the notice from
McCALL, the cost to redesign and rebid necessitated by the withdrawal of the Sewer
Improvements from the project, and a comparison of each to the total engineer's estimate
of the project as originally designed and as modified. The object of the negotiated cost
share will be to make the DISTRICT whole as a result of the changes in the project
required by McCALL.
f. Work with McCALL and the Contractor to resolve any claims relating in any way to the
DISTRICT Sewer Improvements; any and all such claims will be reviewed by the
DISTRICT for concurrence prior to their resolution. DISTRICT shall indemnify, save
harmless and defend regardless of outcome, McCALL from expenses and against suits,
actions, claims or losses of every kind, nature and description, including costs, expenses
and attorney fees caused by or arising out of any and all such claims regardless of the
outcome to resolve said claims with the Contractor.
3. THE PARTIES HERETO FURTHER AGREE THAT:
a. In accordance with Idaho Code § 67-2332, the purposes, powers, rights and objectives of
each of the parties are as set forth in the Recitals above. Each of the Recitals above is
incorporated into the body of this Agreement.
b. Prior to commencement of work by the Contractor, the parties will, together with the
Contractor, inspect within the ensure Project Boundaries for the purpose of reviewing the
Project to locate any unstable areas and to resolve any items of concern or
misunderstanding.
c. This Agreement may not be enlarged, modified, amended or altered except in writing
signed by both of the parties hereto.
d. 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.
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e. Should either party to this Agreement be required to commence legal action against the
other to enforce the terms and conditions of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees and costs incurred in said action.
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
Valley.
g. This Agreement shall be binding upon and inure to the benefit of the personal
representatives, heirs and assigns of the respective parties hereto.
h. Nothing in this Agreement shall be construed to be an indebtedness or liability in
violation of Article VIII, Section 3 of the Idaho Constitution.
i. The validity, meaning and effect of this Agreement shall be determined in accordance
with the laws of the State of Idaho.
j. This Agreement and the exhibits hereto constitute the full and entire understanding and
agreement between the parties with regard to the transaction contemplated herein, and no
party shall be liable or bound to the other in any manner by any representations,
warranties, covenants or agreements except as specifically set forth herein.
k. The promises, covenants, conditions and agreements herein contained shall be binding on
each of the parties hereto and on all parties and all persons claiming under them or any of
them; and the rights and obligations hereof shall inure to the benefit of each of the parties
hereto and their respective successors and assigns.
1. 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.
m. 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 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 DISTRICT and McCALL.
n. The headings used in this Agreement are used for convenience only and are not to be
considered in construing or interpreting this Agreement.
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o. This Agreement shall be executed in duplicate originals, with each party possessing a
signed original Agreement.
p. 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.
q. This Agreement is not intended to create, nor shall it in any way be interpreted or
construed to create, any third -party beneficiary rights in any person not a party hereto.
r. All parties have been represented by legal counsel, and no party shall be deemed to be the
drafter of this Agreement for purposes of interpreting an ambiguity against the drafter.
s. Time shall be of the essence for all events and obligations to be performed under this
Agreement. Without limiting the foregoing, in the event that McCALL does not timely
comply with any of its obligations hereunder, DISTRICT shall have no obligation
whatsoever to incorporate, facilitate, and/or complete the City Water and Sewer
Improvements, regardless of whether prior approval has been given by DISTRICT to
McCALL.
SIGNATURES ON FOLLOWING PAGE
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Interagency Agreement — McCall Downtown Core, Phase 1 A —
2nd Street and Lenora Street Reconstruction
DATED AND SIGNED this
ATTEST:
By:
BessieJo
, City Cl
day of i , 2018.
CITY OF McCALL
ackie JMayor
DATED AND SIGNED this day of ��/�, , 2018.
PAYETTE LAKES RECREATIONAL
WATER AND SEWER DISTRICT
By:
ATTEST:
By: f / �614/4 -
Tammie Richardson, Business Manger
ja\W:\Work\M\McCall, City of 21684\McCall Downtown Core, Phase lA - 2nd Street and Lenora Street Project\Interagency Agreement.docx
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Interagency Agreement — McCall Downtown Core, Phase 1 A —
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