IGA.PDF

INTERGOVERNMENTAL AGREEMENT BETWEEN
MARICOPA COUNTY AND THE CITY OF SCOTTSDALE
FOR IMPROVEMENTS AND ANNEXATION OF CAREFREE HIGHWAY
FROM 56th STREET TO 60th STREET AND THE ANNEXATION OF 56 th
STREET FROM OLESEN ROAD TO SEVEN PALMS DRIVE
(TT0569)
(C-64-17- -M-00)
Scottsdale No. 2017-076-COS
This Intergovernmental Agreement (Agreement) is between the County of Maricopa, a
political subdivision of the State of Arizona (County), and the City of Scottsdale, a
municipal corporation (City). The County and the City are collectively referred to as the
Parties or individually as a Party.
STATUTORY AUTHORIZATION
1. A.R.S. §§11-251 and 28-6701, et seq., authorize the County to layout, maintain,
control and manage public roads within its respective County, to acquire and
condemn property necessary for such purposes, and to enter into this Agreement.
2. A.R.S. § 11-951, et seq., provides that public agencies may enter into
Intergovernmental Agreements for the provision of services or for joint or cooperative
action.
3. A.R.S. §§ 9-240 and 9-276, and Scottsdale City Charter Art. 1, Sec. 3 (F) authorizes
the City to lay out and establish, regulate and improve streets within the City and to
enter into this Agreement.
BACKGROUND
4. Carefree Highway from 56 th Street to 60th Street lies within the City of Scottsdale.
Maricopa County owns a 55 foot strip of right of way to the north of Carefree
Highway. Carefree Highway is designed as a major east-west principal arterial
corridor in northeastern Maricopa County.
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The existing Carefree Highway alignment is a 2-lane facility between 56 1h Street and
60th Street, with sporadic deceleration lanes into developed parcels.
6. 56th Street from Olesen Road to Seven Palms Drive lies within the unincorporated
Maricopa County.
7. The Project addressed under this Agreement is comprised of the design and
construction of eastbound left-turn lanes at Mountainside Drive and at Arroyo Road
on the Carefree Highway, in accordance with the City's standards. The Project will
also include annexation of 56th Street from Olesen Road to Seven Palms Drive, 40
foot right of way on the east half of 56th Street, and the 55 foot right of way north of
Carefree Highway (Project).
8. Project design and construction are anticipated to be completed in fiscal year 2018.
9. The County's financial participation shall be limited to aspects of the Project that are
essential for the establishment of a safe roadway consistent with the County's cost
participation policy. The County will not financially participate in Project
enhancements such as landscaping, irrigation, street lighting, visual mitigation,
decorative pavers, or street furniture.
PURPOSE OF THE AGREEMENT
10. The purpose of this Agreement is to identify and define the responsibilities of the
County and City for the Project, including but not limited to cost sharing, design,
permitting, environmental clearance, right-of-way acquisition, utility relocation,
construction and construction management, and annexation of the roadway.
TERMS OF THE AGREEMENT
11. Responsibilities of the County:
11.1 The County shall coordinate with the City throughout the various phases of the
Project.
11.2 The County shall contribute an amount not to exceed $500,000 towards the
estimated cost of the eastbound left-turn lanes at Mountainside Drive and at
Arroyo Road of the Project, not including any City requested enhancements.
11.3 The County shall remit payment to the City within 15 working days of receipt of
each invoice from the City.
11.4 The County acknowledges that the City shall assume the responsibility and
liability for the Project area and the road improvements described in Paragraph
7 of this Agreement from the date of the issuance of the Notice to Proceed until
the annexation is complete.
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12. Responsibilities of the City:
12.1 The City shall act as the lead agency for the Project, including the design, utility
relocation, environmental clearance, right-of-way acquisition, construction and
construction management.
12.2 The City shall begin the process for annexation of the unincorporated areas
prior to the start of construction and shall complete the annexations within one
hundred twenty (120) days of final acceptance of the Project subject to the
requirements of A.R.S. Section 9-471.
12.3 The City acknowledges that the City shall assume the responsibility and liability
for the Project area and the road improvements described in Paragraph 7 of
this Agreement from the date of the issuance of the Notice to Proceed until the
annexation is complete.
12.4 The City shall invoice the County for one-half of the County's estimated cost
contribution as prescribed in paragraph 11.2 of this Agreement when the Notice
to Proceed is issued to the contractor to begin Project construction.
12.5 Upon completion and final acceptance of the Project construction, the City shall
invoice the County for the balance of the County's cost contribution as
prescribed in Paragraph 11.2 of this Agreement.
GENERAL TERMS AND CONDITIONS
13. 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 any act or omission,
negligence, recklessness or intentional wrongful conduct in the 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 any act or omission, negligence, recklessness or intentional wrongful
conduct in 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.
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14. This Agreement shall become effective as of the date it is approved by both the
Maricopa County Board of Supervisors and Scottsdale City Council and remain in full
force and effect until all requirements specified in this Agreement have been satisfied,
except that it may be amended upon written Agreement signed 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 except the
Agreement may not be terminated after the Notice to Proceed is issued to the
contractor to begin construction unless the termination provision in Paragraph 23
applies.
15. This Agreement shall be subject to the provisions of A.R.S. Section 38-511.
16. The Parties warrant that they are in compliance with A.R.S. Section 41-4401 and
further acknowledge that:
16.1 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.
16.2 Any breach of the above warranties shall be deemed a material breach of the
contract that is subject to penalties up to and including termination of the
contract.
16.3 The Parties retain the legal right to inspect the papers of the other Party and
any contractor or subcontractor employee who works on the Project to ensure
that the Party, contractor or subcontractor is complying with the warranties
above and the Party, contractor or subcontractor shall make all papers and
employment records of said employee available during normal working hours in
order to facilitate such an inspection.
16.4 Nothing in this Agreement shall make any contractor or subcontractor an agent
or employee of the Parties to this Agreement.
17. 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.
18. 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
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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.
19. 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
City of Scottsdale
Transportation Director
7447 E. Indian School Road
Suite 205
Scottsdale, AZ 85251
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.
20. This Agreement does not imply authority to perform any tasks, or accept any
responsibility, not expressly stated in this Agreement.
21. This Agreement does not create a duty or responsibility unless the intention to do so
is clearly and unambiguously stated in this Agreement.
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22. 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.
23. 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 Scottsdale 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.
24. 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.
25. 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. Each
Party has reviewed this Agreement and has had the opportunity to have it reviewed by
legal counsel.
26. 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.
27. 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.
28. 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.
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29. 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.
30. 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.
31. 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.
32. 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.
33. 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.
34. 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.
35. This Agreement shall be governed by the laws of the State of Arizona.
End of Agreement - Signature Page Follows
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Scottsdale Contract No. 2017-076-00S

IN WITNESS WHEREOF, the Parties have executed this Agreement.
CITY OF SCOTTSDALE MARICOPA COUNTY
Recommended by,i
65\
oth, RE. ate
ation Director
Approved and Accepted by: Approved and Accepted by:
/05-11 7
1/1/4..irnl-tane v Date Denny Barney, Chairman Date
Mayor vi 6_ Kyi /AA? a Board of Supervisors
Attest by: Attest by:
Date Fran McCaroll Date
Clerk of the Board
Dan Wol-th Date
Public Works Director
APPROVAL OF CITY ATTORNEY AND COUNTY ATTORNEY
I hereby state that I have reviewed the proposed Intergovernmental Agreement and declare
the Agreement to be in proper form and as to my client only, I have determined that the
Agreement is within the powers and authority granted to the Party under the laws of the
State of Arizo
City Attorney D te Deputy County Attorney Date
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Scottsdae Contract No. 2017-076-00S