PEORIATT0347NORTHERNPARKWAYOM4.DOCX

INTERGOVERNMENTAL AGREEMENT
BETWEEN MARICOPA COUNTY
AND THE CITY OF PEORIA
FOR IMPROVEMENTS TO: NORTHERN PARKWAY
FROM DYSART ROAD TO 111TH AVENUE
(TT0347)
(C-64-18-__________-M-00)
This Intergovernmental Agreement (Agreement) is between the County of Maricopa, a
political subdivision of the State of Arizona (County), and the City of Peoria, a municipal
corporation (City). The County and City are collectively referred to 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 lay
out, maintain, control and manage public roads within the County.
2. A.R.S. Section 11-951 et. seq. authorizes public agencies to enter into
Intergovernmental Agreements for the provision of services or for joint or
cooperative action.
3. A.R.S. Section 9-240 and Sections 9-276 et. seq. authorize the City to lay out and
establish, regulate and improve streets within the City and to enter into this
Agreement.
BACKGROUND
4. On December 26, 2008, the Maricopa County Board of Supervisors approved an
intergovernmental agreement (IGA) (C-91-09-081-M-00) (2008 IGA) between
Maricopa County and the Cities of El Mirage, Glendale, and Peoria for
improvements to Northern Parkway from State Route 303 (Bob Stump Memorial
Parkway) to U.S. 60 (Grand Avenue). The 2008 IGA identified and defined
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responsibilities for cost sharing, design, construction, construction management,
right-of-way acquisition, utility relocation, and maintenance of the full length of
Northern Parkway Program.
5. On May 16, 2011, the Maricopa County Board of Supervisors approved an IGA (C-
91-11-206-M-00) (2011 IGA) between the County and the City of Glendale for
ownership, operation, and maintenance of Northern Parkway from Sarival Avenue
to one-quarter mile west of Dysart Road.
6. The Northern Parkway Program, as defined in the 2008 IGA, is a principal arterial
roadway that will have more traffic-carrying capacity than a typical arterial and will
enable traffic to travel faster than typical arterial roadways. The Northern Parkway
Program will also link El Mirage, central Glendale, unincorporated portions of
Maricopa County, and southern Peoria to the rapidly developing far west valley.
The Northern Parkway Program will provide improved access from Peoria, El
Mirage, unincorporated Maricopa County, and Glendale to downtown Phoenix via
the Northern Parkway-Grand Avenue route. For the purposes of this Agreement,
the Project is defined as the segment of the Northern Parkway Program from
Dysart Road to 111th Avenue. The Project is directly adjacent to the Northern
Parkway Program segment included in the 2011 IGA.
7. As provided in the 2008 IGA, the County is the lead agency for the overall Northern
Parkway Program, and shall be the lead agency for the Project that is the subject
of this Agreement. The County is responsible for issuing and managing design and
construction contracts, including field engineering and inspection work, at the
direction of the Northern Parkway Executive Committee. Additionally, the County
is responsible for arranging and overseeing the construction of the overall Northern
Parkway Program, as well as the Project that is the subject of this Agreement.
8. To the extent that they are located within the jurisdiction of the City, for the
purposes of this Agreement, “operation and maintenance” include, but are not
limited to, the following activities: maintenance of the mainline, frontage road, and
cross street roadway surfaces; pavement condition surveys; sweeping; pavement
marking; sign maintenance and repair; traffic signal operation and maintenance;
Intelligent Transportation Systems (ITS) operation and maintenance; lighting
operation and maintenance; drainage, catch basin, and pipe cleanout;
landscaping; weed removal; irrigation (as applicable, based on the standard of the
Party); trash and debris removal; electricity; vandalism repair and replacement;
graffiti removal; chain-link fence repair; barrier repair; maintenance of aesthetic
treatment of bridges and retaining walls (as applicable, based on the standard of
the Party); normal structural repair of bridges; bridge condition surveys; and repair
of bridges and retaining walls.
9. Similar to the 2011 IGA, this Agreement prescribes ownership, operation, and
maintenance responsibilities for the Northern Parkway segment from 115th
Avenue to 111th Avenue upon substantial completion of the Project (Northern
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Parkway Phase 2: Dysart Road to 111th Avenue, Federal-aid project number STP-
MMA-0(239)F). Separate intergovernmental agreements with the Cities of
Glendale and El Mirage will be developed for the segment of Northern Parkway
from Dysart Road to 115th Avenue.
10. Only the portion of Northern Parkway from 115th Avenue to 111th Avenue is
required to be operated and maintained by the City of Peoria based on the
operation and maintenance standards set by the 2008 IGA.
11. This Agreement does not affect existing responsibilities for public safety services.
PURPOSE OF THE AGREEMENT
12. The purpose of this Agreement is to identify and define the responsibilities of the
County and City for ownership, operation, and maintenance of the Project.
TERMS OF THE AGREEMENT
13. Responsibilities of the County:
13.1 Upon substantial completion of the Project, the County shall be responsible
for ITS operations and ITS maintenance from 115th Avenue to 111th
Avenue, including the ITS system and equipment.
13.2 The County shall schedule and invite the City to a substantial completion
inspection of the Project.
13.3 The County shall schedule and invite the City to participate in a final
inspection of the Project.
14. Responsibilities of the City:
14.1 Upon substantial completion of the Project, the City shall accept ownership,
operation, and maintenance responsibilities for all Project activities
referenced in Paragraph 8, except for the ITS system and equipment, for
Northern Parkway from 115th Avenue to 111th Avenue.
14.2 The City shall participate in the substantial completion inspection of the
Project. If the Project has been constructed consistent with the sealed
design plans, the City shall denote compliance in a form that is satisfactory
to the County. The Parties agree that at this point, there may be a punch list
items to be completed by the contractor.
14.3 The City shall participate in the final inspection of the Project with the
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County. The Parties agree that at this point, there may be a punch list of
items to be completed by the contractor.
GENERAL TERMS AND CONDITIONS
15. 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.
16. This Agreement shall become effective as of the date it is approved by the
Maricopa County Board of Supervisors and remain in full force until all the terms
and conditions in this Agreement have been satisfied, except where 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.
17. This Agreement shall be subject to the provisions of A.R.S. Section 38-511.
18. The Parties warrant that they are in compliance with A.R.S. Section 41-4401 and
further acknowledge that:
18.1 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.
18.2 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.
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18.3 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.
18.4 Nothing in this Agreement shall make any contractor or subcontractor an
agent or employee of the Parties to this Agreement.
19. 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.
20. 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.
21. All notices required under this agreement to be given in writing shall be sent to:
County:
Maricopa County Department of Transportation
Attn: Intergovernmental Relations Branch
2901 West Durango Street
Phoenix, Arizona 85009
City:
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City of Peoria
Attn: City Manager
8401 West Monroe Street
Peoria, Arizona 85345
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.
22. This Agreement does not imply authority to perform any tasks, or accept any
responsibility, not expressly stated in this Agreement.
23. This Agreement does not create a duty or responsibility unless the intention to do
so is clearly and unambiguously stated in this Agreement.
24. 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 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.
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
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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
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and documents as may be reasonably necessary to fulfill the covenants and
obligations to be performed by such Party pursuant to this Agreement.
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.
CITY OF PEORIA
Recommended by:
Jeff Tyne Date
City Manager
Approved and Accepted by:
Cathy Carlat Date
Mayor
Attest by:
Clerk Date
APPROVAL OF CITY 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.
City Attorney Date
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IN WITNESS WHEREOF, the Parties have executed this Agreement.
MARICOPA COUNTY
Recommended by:
Jennifer Toth, P.E. Date
Transportation Director
Approved and Accepted by:
Denny Barney, 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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