AGREEMENT WITH THE CITY OF GOODYEAR - FOR INSTALLATION OF TRAFFIC SIGNAL - PERRYVILLE RD. AND INDIAN SCHOOL.PDF

AGREEMEN丁/CONttRACT COVER SHEE丁
丁hisform along wtth the onginalexecuted agreement/cOntract must be submttted to the Ctty
Clerk′ s Office.丁he Department contactlisted below will be notried Once the document(s)is
available inOpenText.
04/10/23
GENERALiNFORMAT10N
To be completed by Department/PrOject Manager
Contract
lGA
Proiect Name -
Start Date
Council Meeti
Additional Comments
PROCUREMENT&lNSURANCE REViEW
PROCUREMENT#
All contracts are routed through Finance and Legal Services. Finance willassign a contract number. lGAs,
Easements, Lease/Property Acquisition and Development Agreements DO NOT require procurement
review. Contracts for Council approval must be reviewed and signed off by Procurement or the City
Manager & City Attorney prior to going to Council.
To be completed by Procurement
iVo   CiTY CLERK REViEW
ASSIGNED CONTRACrNOoC‐
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′Z6   REQUEtt DATE
Retention
Destruction
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into openText
Completed by
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ROu丁:NG&APPROVALS
Does this contract need to be recorded with the
Recorde/s Office?
:GA wnh MCDOT for Perryvil!e Road&!ndian School Road intersection lmprovements
Ke‖ee Sa!asi 602‐ 506-8694:ke‖ ee salasc)manCOpa
Contract Amount  Sl,343,600
Phoenix,AZ 85009
lnitia:s
(reViSed 2023-02-21)
l_
Name & Extension:
Legal: City Attorney
回         I
Business Name
Maricopa County Dept of Transportation
Mailing Address 
2901 W Durango Street

DocuSign Envelope lD:85D3A7DA-4109-4580-82A6-539A50015911
:NTERGOVERNMENTAL AGREEMENT BETWEEN MARICOPA COUNW
AND THE C!TY OF G00DYEAR
FORINSTALLAT10N OF TRAFF:C SIGNAL AT
IND:AN SCH00L ROAD AND PERRYV:LLE ROAD
(百吐_)
(C…64… 23Ⅱ___‐ X‐00)
This lntergovernmental Agreement(Agreement)iS between the County of MaHcopa,a pol性
ical
subdivision ofthe State of AHzona(County),and the CIy of Goodyear,a municlpal corporation
(City).The COunty and City are collect市
ely referred to as the Parties orindlvidually as a Party.
STATUTORY AUTHORIZAT10N
l.    A.RS.Section ll-251 and Sections 28…
6701 er.se9.authorizes the County to lay out,
maintain,control and manage public roads wlthin the County.
2.    A.R.S Section ll-951 er.se9.authorlzes pub‖ c agencles to enterinto lntergovernmental
Agreements forthe provision of servlces orforiOint Or cooperative action.
3.    A.R.S. Section 9‐ 240 and Sections 9‐ 276 er. se9. authorizes the City to lay out and
estab‖ sh,regulate,and improve streets within the City and to enterinto this Agreement.
BACKGROUND
4.     lndian School Road and Perryv‖ le Road is an existing unsigna‖
zed intersection with stop
controlln a‖ directions(intersection).
5.    丁he west leg and south leg of the intersection are owned and operated by the County.
丁he eastleg and north leg ofthe lntersection are owned and operated by the City.
6.    Trafflc slgnal warrant analysis indicated the lntersection meet slgnal warrants based on
traffic volumes.The proposed prolect is to insta‖
a new traffic slgnal at the lntersection
(PrOiect)
7.    The Prolect iS antlcipated to be designed in Fiscal Year 2023 and constructed in Flscal
Year 2024.
8.   Project Costs.丁
he anticipated Proiect COStS are as fo‖ ows:
8.l   Des!gn:                            $60,000
8.2   Right¨ of―way AcquisIloni               $39,600
8.3   Constructloni                         $1,244,000
8.4   Total Estimated Cost ofthe Praect:       $1,343,600

DocuSign Envelope lD1 85D3A7DA-41094580-82A6-539A50015911
The Parties have agreed to financially participate in the Project to each fund fifty percent
(50%) of the actual cost of the project.
The County will not financially participate in Project enhancements, including but not
limited lo landscaping, irrigation, street lighting, visual mitigalion, decorative pavers, street
furniture and any other items inconsislenl with the County's Roadway Design Manual,
unless otherwise specifically identified in this Agreement.
PURPOSE OF THE AGREEMENT
The purpose of this Agreement is to identify and define the responsibilities of the County
and City for the Project as set forth herein, including but not limited to cost sharing, design,
permitting, right-of-way acquisition, utility relocation, conslruclion, and construction
management.
TERMS OF THE AGREEMENT
This Agreement does not alter the ownership, operation, or maintenance responsibilities
of the Parties for the Project roadways, unless otherwise specified in this Agreement.
Responsibilities of the County:
13.1 Except as provided in Paragraph 10 of this Agreement, the County shall be
responsible for fifly percent (50%) of the total cost of the Project. The total cost of
the Projecl is currently estimated at $1,343,600, with lhe County's responsibility
being limited to 50% of the actual costs of the Project. The County's share is
currently estimated at $671,800.
13.2 The County's cost share contribution shall include design fees, right-of-way
acquisition costs, if any, and all construction costs, including utility relocation costs
if needed but not including any costs arising from City-requested enhancements
as described in Paragraph '10.
13.3 The County shall remit payment within thirty (30) days of the receipt of an invoice
from the City.
13.4 The County shall issue no-cost permits to the City for any necessary Project
related work performed within lhe County.
13.5 The County shall participate with the City in lhe substantial completion, final
inspection, and acceptance of the Projecl.
Responsibilities of the City:
14.1 The City shall act as the lead agency with respect to design, right-of-way
acquisition, and construction. The Parties understand and agree lhal references
in this Agreement to right-of-way to be acquired means the acquisition of property
in fee needed for the construction of the traffic signal improvements and/or the
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acquisition of easement(s) allowing for the construction, operation, and
maintenance of the traffic signal improvements.
14.2 The City shall design and construct the Project to City standards.
14.3 The City shall apply to the County for no-cost permits for any necessary Project
relaled work performed within County jurisdiction.
14.4 The City shall be responsible for fifty percent (50%) of the total cosl of the Project.
The total cost of the Project is currently estimated at $1,343,600, with the City's
responslbility currently estimated at $671,800.
14.5 The City shall also be solely financially responsible for the cost of all Project
enhancements, as described in Paragraph 10, that have been requested by the
City.
14.6 Upon the notice to proceed for construction, the City shall invoice the County for
fifty percent (50%) of the County's estimated total cost share contribution for right-
of-way acquisition, and construction, including utility relocation if required.
14.7 Upon completion of construction, the City shall invoice the County for the
remaining balance of the County's total cost share contribution for right-of-way
acquisition and construction, not to exceed 50% of the actual cost of the Project.
14.8 The City shall assume full responsibility for the operalion and maintenance of the
traffic signal installed as part of the Project.
14.9 The City shall assume all costs associated with the operation of the signalized
intersections, including electrical power to the traffic signal and any associated
luminaries.
GENERAL TERMS AND CONDITIONS
15. By entering into this Agreement, the Parties agree that to the extent permitted by law,
each Party will indemnify, defend and save the other Parties harmless, including any of
the Parties' departments, agencies, officers, employees, elected officials or agents, from
and against all loss, expense, damage or claim of any nature whatsoever which is caused
by any activity, condition or event arising out of the negligent performance or
nonperformance by the indemnifying Party of any of the provisions of this Agreement. By
entering into this Agreement, each Party indemnifies the other against all liability, losses
and damages of any nature for or on account of any injuries or death of persons or
damages to or destruction of property arising out of or in any way connected with the
performance or nonperformance of this Agreement, except such injury or damage as shall
have been caused or contributed to by the negligence of that other Party. The damages
which are the subject of this indemnity shall include but not be limited to the damages
incurred by any Party, its departments, agencies, officers, employees, elected officials or
agents. ln the event of an action, the damages which are the subject ofthis indemnity shall
include costs, expenses of litigation and reasonable attorney's fees.

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This Agreement shall become effective as of the date it is approved by the Maricopa
County Board of Supervisors and remain in full force and effect until all stipulations
previously indicated have been satisfied, except that it may be amended upon wntten
Agreement by all Parties. Any Party may terminate this Agreement upon furnishing the
other Party with a written notice at least thirty (30) days prior to the City expending any
funds for the acquisition of any right-of-way needed for this project and prior to the City
entering a conlract for any part of the construction of the Project.
This Agreement shall be subject to the provisions of A.R.S. Section 38-51 1 .
The Pa rties warrant that they follow A.R.S. Section 41-440'l and further acknowledge that:
18.1 Any contraclor or subcontractor who is contracted by a Party to perform work on
the Project shall warrant their compliance with all federal immigration laws and
regulations that relate to their employees and their compliance with A.R.S. Section
23-214(A) and shall keep a record of the verification for the duration of the
employee's employment or at least three (3) years, whichever is longer.
18.2 Any breach of this warranty shall be deemed a material breach of the contract that
is subject to penalties up to and including termination of the contract.
18.3 The Parties retain the legal right to inspect the papers of any contractor or
subcontractor employee who works on the Project to ensure that the contractor or
subcontractor is complying with the warranty above and that the contracior agrees
to make all papers and employment records of said employee available during
normal working hours in order to facilitate such an inspection.
18.4 Nothing in this Agreement shall make any contractor or subconlractor an agent or
employee of the Parties to this Agreement.
Each of the following shall constitute a material breach of this Agreement and an event of
default ("Default") hereunder: A Party's failure to observe or perform any of the material
covenants, conditions or provisions of this Agreement to be observed or performed by that
Party ("Defaulting Party"), where such failure shall continue for a period of thirty (30) days
after the Defaulting Party receives written notice of such failure from the non-defaulting
Party provided, however, that such failure shall not be a Default if the Defaulting Party has
commenced to cure the Default within such thirty (30) day period and thereafter is diligently
pursuing such cure to completion, but the total aggregate cure period shall not exceed
ninety (90) days unless the Parties agree in writing that additional time is reasonably
necessary under such circumstances lo cure such default. ln the event a Defaulting Party
fails to perform any of its material obligations under this Agreement and is in Default
pursuant to this Section, the non-defaulting Party, at its option, may terminate this
Agreement. Further, upon the occurrence of any Default and at any time thereafter, the
non-defaulting Party may, but shall not be required to, exercise any remedies now or
hereafter available to it at law or in equity.
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DocuSign Envelope lD:85D3A7DA-4109●580-82A6-539A50015911
All notices required under this agreement to be given in writing shall be sent to:
Maricopa County Department of Transportation
Attn: lntergovernmental Relations Branch
2901 West Durango Street
Phoenix, Arizona 85009
City of Goodyear
Attn: City Manager
1900 N. Civic Square
Goodyear, Arizona 85395
All notices required or permitted by this Agreement or applicable law shall be in writing
and may be delivered in person (by hand or courier) or may be sent by regular, certified
or registered mail or U.S. Postal Service Express Mail, with postage prepaid, and shall be
deemed sufficiently given if served in a manner specified in this paragraph. Either Party
may by written notice to the other specify a different address for notice. Any notice sent
by regislered or certified mail, return receipt requested, shall be deemed given on the date
of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon.
lf sent by regular mail, the notice shall be deemed given 72 hours after the notice is
addressed as required in this paragraph and mailed with postage prepaid. Notices
delivered by United States Express Mail or overnight courier that guarantee next day
delivery shall be deemed given 24 hours after delivery of the notice to the Postal Service
or courier.
This Agreemenl does not imply authority to perform any tasks, or accept any responsibility,
not expressly stated in this Agreement.
This Agreement does not create a duty or responsibility unless the intention to do so is
clearly and unambiguously stated in this Agreement.
This Agreement does not grant authority to control the subject roadway, except to the
extent necessary to perform the tasks expressly undertaken pursuant to this Agreement.
Any funding provided for in this Agreement, other than in the current fiscal year, is
contingent upon being budgeted and appropriated by the Maricopa County Board of
Supervisors and the City Council in such fiscal year. This Agreement may be terminated
by any Party at the end of any fiscal year due to non-appropriation of funds. The
terminating Party shall be responsible for costs attributable to such Party that are incurred
prior to the termination.
This Agreement shall be binding upon and inure to the benefit of the Parties and their
respective successors and assignees. Neither Party shall assign its interest in this
Agreement without the prior written consent of the other Party.
This Agreement and all Exhibits attached to lhis Agreement set forth all of the covenants,
promises, agreements, conditions and understandings between lhe Parties to this
Agreement, and there are no covenants, promises, agreements, conditions or
understandings, either oral or written, between the Parties other than as set forth in this
Agreement, and those agreements which are executed contemporaneously with this
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OocuSign Envelope lD: 85D3A7DA-41094580-82A6-539A50015911
Agreement. This Agreement shall be construed as a whole and in accordance with its fair
meaning and without regard to any presumption or other rule requiring construction
against the party drafting this Agreement. This Agreement cannot be modified or changed
except by a written instrument executed by all of the Parties hereto. Each Party has
reviewed this Agreement and has had the opportunity to have it revrewed by legal counsel.
The waiver by any Party of any right granted to it under this Agreement is not a waiver of
any other right granted under this Agreement, nor may any waiver be deemed to be a
waiver of a subsequent right obtained by reason of the continuation of any matter
previously waived.
Wherever possible, each provision of this Agreement shall be interpreted in such a manner
as to be valid under applicable law, but if any provision shall be invalid or prohibited under
the law, such provision shall be ineffective to the extent of such prohibition or invalidation
but shall not invalidate the remainder of such provision or the remaining provisions.
Except as otherwise provided in this Agreement, all covenants, agreements,
representations, and warranlies set forth in this Agreement or in any certificate or
instrument executed or delivered pursuant to this Agreement shall survive the expiration
or earlier termination of this Agreement for a period of one (1) year.
Nothing contained in this Agreement shall create any partnership, joint venture or other
agreement between the Parties hereto. Except as expressly provided in this Agreement,
no term or provision of this Agreement is intended or shall be for the benefit of any person
or entity not a party to this Agreement, and no such other person or entity shall have any
right or cause of action under this Agreement.
Time is of lhe essence concerning this Agreement. Unless otherwise specified in this
Agreement, the term "day" as used in this Agreement means calendar day. lf the date for
performance of any obligation under this Agreement or the last day of any time period
provided in this Agreement falls on a Saturday, Sunday or legal holiday, then the date for
performance or time period shall expire at the close of business on the first day thereafter
which is not a Saturday, Sunday or legal holiday.
Sections and other headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement.
This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute the same instrument. Faxed,
copied and scanned signatures are acceptable as original signatures.
The Parties agree to execute and/or deliver to each other such other instrumenls and
documents as may be reasonably necessary to fulfill the covenanls and obligations to be
performed by such Party pursuant to this Agreement.
The Parties hereby agree thal lhe venue for any claim arising out of or in any way related
to this Agreemenl shall be Maricopa County, Arizona.
This Agreement shall be governed by lhe laws of the State of Arizona.
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End of Agreement - Signature Page Follows

DocuSign Envelope iD:85D3A7DA 4109‐
4580-82A6-539A50015911
:N WiTNESS WHEREOF,the Parties have executed th s Agreement
CITY OF G00DYEAR
Recommended by:
譴
Дρproved and Дccepred by′
Дfresf br
APPROVAL OF CITY ATTORNEY
l hereby state that l have revlewed the proposed lnter9overnmental Agreement and declare the
Agreementto be in proper form and w thln the po、
″ers and authorty granted to the City by lts
respective governing body underthe laws ofthe State of Arlzona
ι―
/乙-2ο2B
Date
b
Wynef6 Rled

DocuSign Envelope lD: 85D3A7DA-4109-4580-8246-539A50015911
:N WiTNESS WHEREOF,the Parties have executed th s Agreement
MARICOPA COUNTY
Recommended by:
Approved and Accepted by:
Chairman
Board of Supervisors
Affesfわyf
Date
Clerk ofthe Board
Date
APPROVAL OF DEPUTY COUNW Aπ
ORNEY
l hereby state thatl have reviewed the proposed inter9overnmental Agreement and declare the
Agreementto be in properform and withln the powers and authority granted to the County by the
Board of Supervisors underthe laws ofthe State of Arlzona
Deputy County Attorney
Transportation Director