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DocuSign Envelope ID: E6C33977-ED99-401B-BE74-BB0D9C48847B 20-415C INTERGOVERNMENTAL AGREEMENT BETWEEN MARICOPA COUNTY AND THE CITY OF AVONDALE FOR THE INSTALLATION AND MAINTENANCE OF TRAFFIC IMPROVEMENTS AT THE INTERSECTION OF BROADWAY ROAD AND AVONDALE BOULEVARD (TE0003) (C-64-21- _____ -X-00) This Intergovernmental Agreement (Agreement) is between the County of Maricopa, a political subdivision of the State of Arizona (County), and the City of Avondale, a municipal corporation (City). The County and City are collectively referred to as the Parties or individually as a Party. STATUTORY AUTHORIZATION 1. The County is authorized, pursuant to A.R.S. Section 11-251 and Sections 28-6701 et. seq., to lay out, maintain, control and manage public roads within the County. 2. Public agencies are authorized, pursuant to A.R.S. Section 11-951 et. seq., to enter into Intergovernmental Agreements for the provision of services or for joint or cooperative action. 3. The City is authorized, pursuant to A.R.S. Section 9-240 and Sections 9-276 et. seq., to lay out and establish, regulate and improve streets within the City and to enter into this Agreement. BACKGROUND 4. The City desires to install warning signage and object markers on the approaches to Broadway Road and Avondale Boulevard. The County currently operates and maintains approximately 1,200 feet of Broadway Road east of the intersection. The City has requested that Maricopa County reduce the posted speed limit on Avondale Boulevard between Weir Avenue and Southern Avenue. 5. For the traveling public and efficient traffic operations, warning signage alert road users that there are unexpected conditions on or adjacent to the streets that might call for a reduction of speed. The Maricopa County Transportation Traffic Management staff has deemed this request as appropriate. 1 DocuSign Envelope ID: E6C33977-ED99-401B-BE74-BB0D9C48847B PURPOSE OF THE AGREEMENT 6. The purpose of this Agreement is to identify and define the responsibilities of the County and the City for the installation and maintenance of warning signage and object markers, including cost sharing, design, construction, and construction management. TERMS OF THE AGREEMENT 7. Responsibilities of the County: 7.1 Review City plans, drawings and specification in a timely manner and respond back with comments within 15 working days. 7.2 Provide no-cost permits for construction and traffic control, as applicable, to the City for any Project-related work that lies within unincorporated County boundaries. 7.3 Remit payment within 30 working days of receipt of an invoice for an amount not to exceed $15,000. The County will be invoiced once the installation has been completed and accepted by the County and the City. 8. Responsibilities of the City: 8.1 Act as the lead agency and will be responsible for the remaining costs associated with the Project. 8.2 Prepare all the drawings and specifications necessary for the installation of the warning signage and object markers utilizing County standards. 8.3 Submit copies of the City’s plans, drawings and specifications to the County for review and comment both prior to conducting any work for the Project and prior to any changes during the Project. 8.4 Shall apply for no-cost permits from the County, as applicable, for any Project related work that lies within unincorporated County boundaries. 8.5 Provide all necessary equipment for the signal flashers. 8.6 Install all equipment necessary for the Project. 8.7 Be responsible for the on-going operation and maintenance of the signal flashers. 8.8 Invoice the County for their total financial contribution in an amount not to exceed $15,000, towards the Project. 2 DocuSign Envelope ID: E6C33977-ED99-401B-BE74-BB0D9C48847B GENERAL TERMS AND CONDITIONS 9. 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. In the event of an action, the damages which are the subject of this indemnity shall include costs, expenses of litigation and reasonable attorney’s fees. 10. 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 written 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 effective termination date. 11. This Agreement shall be subject to the provisions of A.R.S. Section 38-511. 12. The Parties warrant that they are in compliance with A.R.S. Section 41-4401 and further acknowledge that: 12.1 Any contractor 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. 12.2 Any breach of the warranty shall be deemed a material breach of the contract that is subject to penalties up to and including termination of the contract. 12.3 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 contractor agrees to make all papers and employment records of said employee available during normal working hours in order to facilitate such an inspection. 12.4 Nothing in this Agreement shall make any contractor or subcontractor an agent or employee of the Parties to this Agreement. 3 DocuSign Envelope ID: E6C33977-ED99-401B-BE74-BB0D9C48847B 13. Each Party to this Agreement warrants that neither it nor any contractor or vendor under contract with the Party to provide goods or services toward the accomplishment of the objectives of this Agreement is suspended or debarred by any federal agency which has provided funding that will be used in the Project described in this Agreement. 14. 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 to cure such default. In 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. 15. All notices required under this agreement to be given in writing shall be sent to: Maricopa County Department of Transportation Attn: Intergovernmental Relations Branch 2901 W. Durango Street Phoenix, Arizona 85009 City of Avondale Attn: City Manager 11465 West Civic Center Drive Avondale, Arizona 85323 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 registered 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. If 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. 4 DocuSign Envelope ID: E6C33977-ED99-401B-BE74-BB0D9C48847B 16. This Agreement does not imply authority to perform any tasks, or accept any responsibility, not expressly stated in this Agreement. 17. Any funding provided for in this Agreement, other than in the current fiscal year, is contingent upon being budgeted and appropriated by the governing bodies of the Parties 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. 18. 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. 19. This Agreement and all Exhibits attached to this Agreement set forth all of the covenants, promises, agreements, conditions and understandings related to the Project between the Parties to this Agreement, and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between the Parties related to the Project, other than as set forth in this Agreement, and those agreements which are executed contemporaneously with this 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. 20. Each Party has reviewed this Agreement and has had the opportunity to have it reviewed by legal counsel. 21. 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. 22. 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. 23. Except as otherwise provided in this Agreement, all covenants, agreements, representations and warranties 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. 24. 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. 5 DocuSign Envelope ID: E6C33977-ED99-401B-BE74-BB0D9C48847B 25. Section or 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. 26. 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. 27. The Parties will execute and/or deliver to each other such other instruments and documents as may be reasonably necessary to fulfill the covenants and obligations to be performed by such Party pursuant to this Agreement. 28. The venue for any claim arising out of or in any way related to this Agreement shall be Maricopa County, Arizona. 29. This Agreement shall be governed by the laws of the State of Arizona. End of Agreement - Signature Page Follows 6 DocuSign Envelope ID: E6C33977-ED99-401B-BE74-BB0D9C48847B IN WITNESS WHEREOF, the Parties have executed this Agreement. CITY OF AVONDALE Recommended by: Dec 10, 2020 City Manager Date Approved and Accepted by: Dec 8, 2020 Kenn Weise (Dec 8, 2020 11:21 MST) Mayor Date Attest by: Dec 10, 2020 City Clerk Date APPROVAL OF CITY ATTORNEY The foregoing Agreement has been reviewed pursuant to A.R.S. 11-952, as amended, by undersigned Counsel, who has determined that it is in proper form and within the powers and authority granted to the Avondale City Council under the laws of the State of Arizona. Nicholle Harris Dec 8, 2020 Nicholle Harris (Dec 8, 2020 10:31 MST) City Attorney Date 7 DocuSign Envelope ID: E6C33977-ED99-401B-BE74-BB0D9C48847B IN WITNESS WHEREOF, the Parties have executed this Agreement. MARICOPA COUNTY Recommended by: 11/20/2020 Jennifer Toth, P.E. Date Transportation Director Approved and Accepted by: Clint Hickman, Chairman Date Board of Supervisors Attest by: Clerk of the Board Date APPROVAL OF DEPUTY COUNTY ATTORNEY The foregoing Agreement has been reviewed pursuant to A.R.S. 11-952, as amended, by the undersigned Deputy County Attorney, who has determined that it is in proper form and within the powers and authority granted to the Maricopa County Board of Supervisors under the laws of the State of Arizona. 11/20/2020 Deputy County Attorney Date 8