IGA WITH TOWN OF QUEEN CREEK FOR TRAFFIC SIGNALS AT GERMANN ROAD .PDF

INTERGOVERNMENTAL AGREEMENT BETWEEN MARICOPA COUNTY AND
THE TOWN OF QUEEN CREEK FOR THE CONSTRUCTION OF TRAFFIC
SIGNALS AT GERMANN ROAD AND CRISMON ROAD
(C-64-18- -M-00)
This Intergovernmental Agreement (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.
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. The Town is designing and expected to complete in fiscal year 2018, half street paving,
curb and gutter, intersection and streetlight improvements to extend Crismon Road north
from Queen Creek Road to Germann Road with one lane in each direction. The Town
predicts that warrants will be met at the intersection of Crismon and Germann Roads, once
the construction of Crismon Road from Riggs Road to Germann Road is corriplete. The
Town needs to construct traffic signals and install the associated infrastructure at the
intersection of Crismon Road and Germann Road to provide traffic control for vehicular
traffic at the subject intersection (Project).
5. The County may have in its inventory of equipment, certain equipment needed for the
Town to construct the traffic signals at the intersection of Crismon Road and Germann
Road in a more timely manner to improve intersection safety.
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6. The County shall not financially participate in the construction of this Project, but believes
that the improvements are essential for the establishment of a safe roadway.
The Town may request to use certain equipment in the County's inventory to construct the
traffic signals and replace the County's inventory with the exact product within four months,
with pick-up and delivery of the equipment ikt the Town or its authorized contractor at the
Procurement Distribution Center Warehouse located at 2222 South 27 th Avenue.
PURPOSE OF THE AGREEMENT
8. 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.
TERMS OF THE AGREEMENT
9. Responsibilities of the County:
9.1 The County shall not financially participate in the construction of this Project.
9.2 The County shall issue any necessary permits at no cost and permit the Town or its
authorized agent to design, construct, inspect, all of the installed equipment for the
traffic signals in the Project.
9.3 The County shall permit the Town or its authorized agent to maintain and operate all
of the installed equipment for the traffic signals in the Project.
9.4 Based upon availability and County approval, the County will allow the Town to use
certain equipment from its inventory to construct the traffic signals for this specific
Project.
9.5 The proposed traffic signals shall be designed and constructed to Town standards
as it will be operated and maintained by the Town.
9.6 The County shall review and approve any project plans for future construction
projects that could impact the traffic signals in accordance with the terms of this
Agreement for as long as the segment of Germann Road at this location remains in
the County's jurisdiction or in accordance with the terms of any future
intergovernmental agreement or approved modifications to this Agreement. The
plans shall include all relevant details for the relocation and/or modification of the
traffic signals or associated equipment.
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9.7 Upon completion, the County shall continue to operate and maintain the road,
including the intersection, once the Town's Project is complete.
9.8 Upon completion, the County shall not financially participate in the maintenance and
operations of this Project.
10. Responsibilities of the Town:
10.1 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 and easement
acquisition, utilities relocation, construction and construction management.
10.2 The Town shall design the traffic signals for the Project to Town standards.
10.3 Upon meeting warrant, the Town shall submit plans to the County and coordinate
throughout all phases of the Project.
10.4 The Town shall contribute 100% of the design and construction cost of the traffic
signals and related equipment for the Project.
10.5 The Town may request to use items in the County's inventory, subject to the
County's approval, to construct the traffic signals at this intersection,
10.6
10.7 The Town will replace the equipment taken from the County's inventory within 120
days of energizing the traffic signals with equipment of the same make and model.
10.8 The Town or its agent shall obtain no-cost permits from County for work within the
right-of-way that is owned or controlled by County.
• 10.9 The Town, shall own, operate and provide all maintenance to the traffic signals and
shall be responsible for the cost of electric service for the completed traffic signals
for the Project.
10.10 The Town shall maintain the traffic signal controller, signal timings and auxiliary
controller equipment within the associated cabinets for the Project.
10.11 The Town shall review and approve any project plans for future construction
projects that could impact the traffic signals in accordance with the terms of this
Agreement or in accordance with the terms of any future intergovernmental
agreement or approved modifications to this Agreement. The plans shall include all
relevant details for the relocation and/or modification of the traffic signal(s) or
associated equipment.
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GENERAL TERMS AND CONDITIONS
11. 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.
12. 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.
13. This Agreement shall be subject to the provisions of A.R.S. Section 38-511.
14. The Parties warrant that they are in compliance with A.R.S. Section 41-4401 and further
acknowledge that:
14.1 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.
14.2 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.
14.3 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.
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14.4 Nothing in this Agreement shall make any contractor or subcontractor an agent or
employee of the Parties to this Agreement.
15. 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.
16. 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.
17. 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
22358 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
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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.
18. This Agreement does not imply authority to perform any tasks, or accept any responsibility,
not expressly stated in this Agreement.
19. This Agreement does not create a duty or responsibility unless the intention to do so is
clearly and unambiguously stated in this Agreement.
20. 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.
21. 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.
22. 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.
23. 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.
24. 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.
25. 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.
26. 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
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earlier termination of this Agreement for a period of one (1) year.
27. 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.
28. 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 Friday, 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 Friday, Saturday, Sunday or legal holiday.
29. 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.
30. 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.
31. 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.
32. 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.
33. This Agreement shall be governed by the laws of the State of Arizona.
34. 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:
Jennifer Tpth, P.E. Date
Transportation 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 Parties 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
Approved and Accepted by:
Gail Barney
Mayor
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 Parties by their respective
governing bodies under the laws of the State of Arizona.
Town Attorney Date
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