IGA WITH TOWN OF GILBERT - VAL VISTA DRIVE.PDF

INTERGOVERNMENTAL AGREEMENT BETWEEN MARICOPA COUNTY
AND THE TOWN OF GILBERT FOR IMPROVEMENTS TO
VAL VISTA DRIVE FROM APPLEBY ROAD TO RIGGS ROAD
(C-64-19- -M-00)
(MCDOT Project# TT0517)
This Intergovernmental Agreement (Agreement) is between the County of Maricopa, a political subdivision
of the State (County), and the Town of Gilbert, a municipal corporation (Town). The County and Town are
collectively referred to as the Parties or individually as a Party.
This Agreement shall become effective as of the date it is approved by the Maricopa County Board of
Supervisors.
STATUTORY AUTHORIZATION
1. A.R.S. §11-251 and 028-6701 et seq. authorize the County to lay out, maintain, control and
manage public roads within the County.
2. A.R.S. §9-240 authorizes the Town to exercise control over, lay out, and improve streets within the
Town.
3. A.R.S. §§11-951 et seq. authorize public agencies to enter into Intergovernmental Agreements for
the provision of services or for joint or cooperative action.
BACKGROUND
4. On August 19, 2015, the Parties entered into an Agreement for the County to provide Real Estate
Support to the Town for the Town's C1P Project No. ST1120 (Val Vista Drive from Appleby Road
to Riggs Road) located in southeastern Maricopa County (2016 IGA). Val Vista Drive is partly under
the jurisdiction of the County and partly under the jurisdiction of the Town.
5, The Town is currently developing design plans to improve Val Vista Drive to Town standards for
the Project identified in Paragraph 6 and 7 and as identified in the Maricopa Association of
Governments' Regional Transportation Plan Arterial Life Cycle Program (RIP ALCP) as a Major
Arterial.
6, The Town anticipates construction of six lanes ("Total Project Costs", $25,500,000) but the County
only supports improving this segment of Val Vista Drive from two lanes to four lanes ("County's
Project Cost", $14,517,505). The cost of the additional two lanes, while subject to RTP ALCP
reimbursement, will be borne by the Town and are not included in the County's Project Costs
identified in Paragraph 8.
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7. When completed, improvements on Val Vista Drive from Appleby Road to Riggs Road (Project)
will include the following proposed improvements:
7.1. Widening Val Vista Drive to six lanes with raised landscape median, curb, gutter, bike lanes
and sidewalk;
7.2. Storm water drainage;
7.3. Traffic signal, traffic signal interconnect, and streetlights;
7.4. Private utility coordination and relocation;
7.5. Right-of-way and easement acquisition
8. The City plans to begin construction in fiscal year 2020 and has accepted that the County shall
make a delayed financial contribution in fiscal year 2024.
9. Approximately 48% of the Project is adjacent to unincorporated County jurisdiction. The remaining
52% is adjacent to land within Gilbert's jurisdiction. The County's Project Cost contribution share,
minus the credit from RIP ALCP Reimbursements and Enhancements, shall not exceed
$5,156,343.
10. As part of the RTP ALCP, Project reimbursements are expected for the design, right-of-way
acquisitions, construction and construction management of this Project. These RTP ALCP
reimbursements cover the entire Project (six lanes), and are based on Total Project Costs;
therefore, the County portion of the RTP ALCP reimbursements will be in the amount of $1,812,059
based on the approved FY2019 RTP ALCP dated August 20, 2018, or in the amount of 27.3% of
the total RTP ALCP reimbursements for the Project, whichever is greater.
12. County financial participation shall be limited to aspects of the Project that are essential for the
establishment of a safe roadway. The County will not financially participate in Project
enhancements such as landscaping, irrigation, street lighting, visual mitigation, decorative pavers,
or street furniture unless there is a benefit to the County that can be demonstrated by a benefit/cost
analysis.
PURPOSE OF THE AGREEMENT
13. The purpose of this Agreement is to identify and define the responsibilities of the County and the
Town for the cost sharing for the design, utility relocation, construction and construction
management components, and annexation of the Project.
TERMS OF THE AGREEMENT
14. Responsibilities of the County:
14.1. The County shall provide no-cost permits for construction and traffic control, as applicable,
to the Town for any Project-related work that lies within unincorporated County boundaries.
14.2 The County will not review Project plans for compliance with the Town's design standards
and shall not be liable for design deficiencies.
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14.3 The County shall be responsible for forty-eight percent (48%) of the County's Project Cost
as identified in Paragraphs 9 and 10 of this Agreement,
14.4 The County shall be financially responsible for dedicated time by their staff, as it relates to
this Project. The cost shall not be credited toward the County's cost share obligation.
14.5 The County shall remit payment to the Town, in an amount not to exceed $5,156,343 within
30 days of the receipt of an invoice received on or after July 1, 2023 (FY2024).
14.6 The County shall retain sole discretion to notify the Town of any advanced availability of
funds and may remit payment to the Town prior to fiscal year 2024.
14.7 The County shall consent and approve the annexation by the Town of all public roadway
located within the unincorporated area of the County that is improved as part of the Project.
15. Responsibilities of the Town:
15.1. The Town shall act as the lead agency for all phases of the Project.
15.2 The Town or its designated agent shall obtain a no-cost permit for all Project related work
within County right-of-way, based on Project plans reviewed and approved by the Town.
15.3 The Town shall design and construct the Project to Town standards in compliance with the
approved plans and specifications. The Town shall be responsible for review and approval
of all plans and be responsible for construction inspection and approval.
15.4 Upon Notice to Proceed to the contractor, the Town shall assume any and all liability which
may arise from the design, construction, operation and maintenance of the roadway and
the right-of-way of the Project.
15.5 The Town shall ensure contractor liability insurance and will have the contractor list
Maricopa County as Additional Insured.
15.6 The Town shall be financially responsible for dedicated time by their staff, including plan
reviews and inspections, as it relates to this Project. The cost shall not be credited toward
the Town's cost share obligation.
15.7 The Town shall submit an invoice and accounting details documentation to the County on
or before July 1, 2023 (FY 2024), in an amount not to exceed $5,156,343 for the County's
cost share contribution, less the RTP ALCP Reimbursements, per Paragraph 10 of this
Agreement.
15.8. The Town shall be responsible for fifty-two percent (52%) of the Town's Project Cost and
any and all costs beyond the Project Costs of this Agreement.
15.9 The Town shall complete the annexation of the Project upon substantial completion of the
Project.
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GENERAL TERMS AND CONDITIONS
16. By entering into this Agreement, the Parties agree that to the extent permitted by law, each Party
will indemnify, defend and save the other Party 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.
17. 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.
18. This Agreement shall be subject to the provisions of A.R.S. § 38-511.
19. The Parties warrant that they are in compliance with A.R.S. § 41-4401 and further acknowledge
that:
a. 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.
b. 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.
c. 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,
d. Nothing in this Agreement shall make any contractor or subcontractor an agent or employee of
the Parties to this Agreement.
20, 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.
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21. 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.
22. All notices required under this Agreement to be given in writing shall be sent to:
Maricopa County Department of Transportation
Attn: Intergovernmental Relations
2901 W. Durango Street
Phoenix, Arizona 85009
Town of Gilbert
Attn: Town Manager
50 E. Civic Center Drive
Gilbert, Arizona 85296
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.
23. This Agreement does not imply authority to perform any tasks, or accept any responsibility, not
expressly stated in this Agreement.
24. This Agreement does not create a duty or responsibility unless the intention to do so is clearly and
unambiguously stated in this Agreement.
23. 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.
25. 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 Gilbert
Town 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.
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26. 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.
27. This Agreement and all Exhibits attached to this Agreement set forth all of the covenants, promises,
agreements, conditions, and understandings between the 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 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 reviewed by legal counsel.
28, 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.
29. 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.
30. 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.
31. 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.
32. Time is of the essence concerning this Agreement. Unless otherwise specified in this Agreement,
the term "day" as used in this Agreement means calendar day. If 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.
33. 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.
34. 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.
35. The Parties agree to 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.
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36. The Parties hereby agree that the venue for any claim arising out of or in any way related to this
Agreement shall be Maricopa County, Arizona.
37. This Agreement shall be governed by the laws of the State of Arizona.
End of Agreement - Signature Page Follows
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IN WITNESS WHEREOF, the Parties have executed this Agreement
MARICOPA COUNTY
Recommended by:
Jerinifei. Toth:- Fr. E.
fortation Director
Approved and Accepted by:
Chairman Date
Board of Supervisors
Attest by:
Clerk of the Board Date
APPROVAL OF DEPUTY COUNTY ATTORNEY
I hereby state that I have reviewed the proposed Intergovernmental Agreement and declare the
Agreement to be in proper form and within the powers and authority granted to the Party by their
respective governing bodies under the laws of the State of Arizona.
Deputy County Attorney Date
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IN WITNESS WHEREOF, the Parties have executed this Agreement.
TOWN OF GILBERT
Approved and Accepted by:
ky
te
Attest by:
APPROVAL OF TOWN ATTORNEY
I hereby state that I have reviewed the proposed Intergovernmental Agreement and declare the
Agreement to be in proper form and within the powers and authority granted to the Party by their
respective governing bodies under the laws of the State of Arizona.
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