IGA WITH TOWN OF QUEEN CREEK - RITTENHOUSE ROAD STRUCTURE.PDF

INTERGOVERNMENTAL AGREEMENT
BETWEEN MARICOPA COUNTY AND THE TOWN OF QUEEN CREEK
FOR THE DESIGN OF THE RITTENHOUSE ROAD STRUCTURE
OVER THE QUEEN CREEK WASH
(TT0430)
(C-64-18- -M-00)
This Intergovernmental Agreement is entered into by and between the County of Maricopa, a body
politic, acting through the Maricopa County Department of Transportation (County), and the Town
of Queen Creek, a municipal corporation (Town); the County and the Town are collectively referred
to herein as the Parties or individually as a Party.
STATUTORY AUTHORIZATION
1. A.R.S. Section 11-251 and Sections 28-6701 et seq. authorize the County to layout,
maintain, control and manage public roads within the County.
2. A.R.S. § 9-240 authorizes the Town to exercise control over, layout, establish, regulate,
and improve streets within the Town.
3. A.R.S. Sections 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 September 28, 2015, the County and the Town entered into an intergovernmental
agreement for Improvements and Future Maintenance and Operation Responsibilities for the
Rittenhouse Road Structure over the Queen Creek Wash and Related Improvements (2015
IGA).
5. The proposed project included the replacement of an existing three-span structure with a
reinforced conarete box culvert designed to the Town's standards; drainage improvements
including bank protection; widening of the north and south approaches to four lanes with
curb, gutter, median, bike lanes and sidewalks; and improvements to Via de Palmas Drive
(Project).
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6. The Town has requested that the County release the sealed design plans of the bridge
structure to the Town, so that it may be incorporated into a future comprehensive
Rittenhouse Road project that is being led by the Town.
7 The County has received a Clean Water Act (CWA) Section 404 permit with pre-construction
notification from the US Corps of Engineers for work associated with the bridge structure.
The permit is valid until March 18, 2022.
8. The County has not completed any environmental clearance related to this Project. The
Town will be responsible for the environmental clearance related to this Project.
The County shall contribute $2,627,000 towards the construction cost of the bridge structure
and approaches (Bridge Structure), including construction management and contingencies
(Project Costs).
10. The County shall transfer the CWA Section 404 permit for the Bridge Structure to the Town
upon completion of the annexation of all the unincorporated areas within the Project limits
prior to the start of construction.
11. The Town anticipates that construction for this Project will begin in fiscal year 2019 and end
in fiscal year 2020.
12. This Agreement will supersede the 2015 Agreement between Maricopa County and the
Town of Queen Creek for the Improvements and Future Maintenance and Operation
Responsibilities for the Rittenhouse Road Structure over the Queen Creek Wash and
Related Improvements.
PURPOSE OF THE AGREEMENT
13. The purpose of this this Agreement is to identify and define the responsibilities of the County
and Town for the Project, including but not limited to the definition of the Project, cost sharing,
design, permitting, environmental clearances, right-of-way acquisitions, utilities relocation,
construction and construction management, enhancements, and annexation of the roadway.
TERMS OF THE AGREEMENT
14. Responsibilities of the County:
14.1 The County shall provide the Town with the sealed design plans of the Bridge
Structure upon execution of this Agreement.
14.2 The County shall initiate by letter, the transfer of the CWA Section 404 permit and
submission to the US Corps of Engineers, for the work associated with the Bridge
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Structure to the Town upon completion of the annexation of all the unincorporated
areas within the Project limits prior to the start of construction.
14.3 The County shall contribute $2,627,000 towards the Project Costs as set forth in this
Paragraph 15.5 and 15.6.
14.4 The County shall not financially participate in Project enhancements, including but not
limited to landscaping, irrigation, street lighting, visual mitigation, decorative pavers,
street furniture and any other items inconsistent with the County's Roadway Design
Manual, unless otherwise specifically identified in this Agreement.
14.5 The County shall remit payments to the Town for one-half the County's share of
Project costs pursuant to Paragrpahs 15.5 and 15.6 of this Agreement.
14.6 The County will fully cooperate with the Town in relation to the County's sealed design
plans and construction of the Project and execute any additional documentation
necessary to allow the Town to complete the construction of the Project.
15. Responsibilities of the Town:
15.1 The Town shall act as the lead agency for the Project, to include but not to be limited
to design, permitting, environmental clearance, right-of-way acquisition, utilities
relocation, construction and construction management, and enhancements.
15.2 The Town shall accept the County's sealed design plans of the Bridge Structure.
15.3 The Town shall acknowledge the CWA Section 404 permit transfer from the County
in a letter to the US Corps of Engineers.
15.4 The Town shall begin the annexation of all the unincorporated areas within the
Project limits upon execution of this Agreement and subject to the requirements of
A.R.S. § 9-471.
15.5 The Town shall invoice the County for $1,313,500, being one-half of the County's
Project Costs contribution as prescribed in Paragraph 14.5 of this Agreement, when
the Notice to Proceed is issued to the contractor to begin Project construction.
15.6 Upon substantial completion of the Project construction, the Town shall invoice the
County for the remaining balance of County's Project Costs contribution, pursuant to
Paragraph 14.5 of this Agreement.
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 Parties harmless,-including any of the
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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 both the Maricopa
County Board of Supervisors and the Queen Creek Town Council 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, or the Agreement is terminated as set
forth herein. 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. Section 38-511.
19. The Parties warrant that they are in compliance with A.R.S. Section 41-4401 and further
acknowledge that:
19.1 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.
19.2 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.
19.3 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.
19.4 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
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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.
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 Liaison
2901 W. Durango Street
Phoenix, Arizona 85009
Town of Queen Creek
Public Works Director
22350 S. Ellsworth Road
Queen Creek, Arizona 85142
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.
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24. This Agreement does not create a duty or responsibility unless the intention to do so is clearly
and unambiguously stated in this Agreement.
25. 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.
26. 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 Queen Creek 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.
27. 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.
28. 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.
29. 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.
30. 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.
31. 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.
32. 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.
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33. 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.
34. 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.
35. 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.
• 36. 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.
37. The Parties hereby agree that the venue for resolution of any claim arising out of or in any
way related to this Agreement shall be Maricopa County, Arizona.
38. This Agreement shall be governed by the laws of the State of Arizona.
39. Unless otherwise lawfully terminated by the Parties, this Agreement expires upon completion
and acceptance of the Project and fulfillment of all terms of the Agreement.
End of Agreement - Signature Page Follows
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IN WITNESS WHEREOF, the Parties have executed this Agreement.
MARICOPA COUNTY
Recommended by:
,
Jen)ifer1oth ; I.ET-' bate
TraQsporiation 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 QUEEN CREEK
Recommended by:
41111Po
Jo PeAss.
Town Manager
Approved and Accepted by:
Gail Barney
Mayor
Attest by:
CA:44 AJ ,(SY\ ,S)/7//?
To n Clerk Date
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 §tre of Arizona.
Town Attorrfey
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