SUPPORT SERVICES IGA W JT SIG.PDF

AGREEMENT
BETWEEN MARICOPA COUNTY AND SUN CITY PRIDES INC.
FOR SUPPORT SERVICES PROVIDED WITHIN
MARICOPA COUNTY RIGHT-OF-WAY
(C-64-17- -M-00)
This Agreement (Agreement) is between the County of Maricopa, a political subdivision
of the State of Arizona (County), and Sun City PRIDES, Inc., an Arizona nonprofit
corporation (PRIDES) and concerns Sun City, a master planned development within
Maricopa County, Arizona. The County and the PRIDES are collectively referred to as
the Parties or individually as a Party.
STATUTORY AUTHORIZATION
1 A.R.S. Section 11-251 and Section 28-6701 et. seq. authorize the County to lay
out, maintain, control and manage public roads within the County.
BACKGROUND
2. In June 2008, the Parties entered into a Letter of Agreement (2008 LOA) to
define the level of services the County and the PRIDES perform within Sun City,
Arizona. The 2008 LOA does not have an expiration date; however, both Parties
have agreed that an update is necessary.
3. The County recognizes the exceptional volunteer work done by the PRIDES
organization results in substantial savings for the County, and the County wants
to continue supporting the efforts and work of the PRIDES through this
Agreement.
4. The services provided by the County under this Agreement are subject to the
limitations described in article IX, section 14, Constitution of Arizona.
PURPOSE OF THE AGREEMENT
5. The purpose of this Agreement is to identify the support services provided by the
County and the PRIDES in the unincorporated area of Sun City.
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TERMS OF THE AGREEMENT
6. Responsibilities of the Parties:
6.1 The Parties shall meet at least annually to discuss current operations, any
needed amendments to this Agreement, and to develop an annual work
plan.
6.2 Before the beginning of each County fiscal year, the Parties shall work
together to develop an annual work plan approved by the County
Department of Transportation Director, or their designee, and the PRIDES
President, or their designee. The annual work plan will detail routine
maintenance and services and other projects anticipated for the fiscal
year. The annual work plan will allow the Parties to plan and budget for
anticipated projects and needs each fiscal year. The Parties agree that
any project or service requests not included in the approved annual work
plan will be evaluated based on budget and staff availability.
6.3 The Parties shall address any changes to the level of support services
provided in this Agreement through an amendment to this Agreement.
6.4 The Parties shall give notification of not less than thirty (30) days before
initiating any changes to the current level of service being provided.
7 Responsibilities of the County:
7.1 The County shall designate one point of contact for the PRIDES to contact
to coordinate services provided for in this Agreement.
7.2 The County shall provide a Service Request Form for the PRIDES to use
to provide detailed information for projects included in the annual work
plan or to request additional services.
7.3 The County shall review, recommend changes, modify, and approve prior
to planting all landscaping plans submitted by the PRIDES and provide
comments within ten (10) days of receiving each updated landscaping
plan.
7.4 The County shall issue no-cost permits to the PRIDES for any work
performed within County right-of-way and any work requiring a permit
under Paragraphs 7.3 and 8.4 in this Agreement.
7.5 The County shall incur all costs associated with up to two (2) members of
the PRIDES becoming Certified Applicators for weed spraying, including
costs of renewing such certification.
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7.6 The County shall provide the following items and services to the PRIDES
for work performed in County right-of-way under this Agreement:
7.6a Personal protective equipment, including but not limited to plastic
bags for debris removal, safety vests, and gloves;
7.6b Paint for hand rails and trees;
7.6c Round-Up spray, or other similar product, for weed removal;
7.6d Irrigation supplies;
7.6e Installation of irrigation systems as planned and budgeted for;
7.6f Assistance to the PRIDES in planting trees and bushes, as able;
7.6g Fertilizer for trees and plants;
7.6h Removal of plastic bags and other debris placed in designated
areas for County pick up and disposal; and
7.6i Traffic control, as needed, for safety during PRIDES cleaning and
maintenance events.
Responsibilities of the PRIDES:
8.1 The PRIDES shall designate one point of contact to coordinate services
provided for in this Agreement.
8.2 The PRIDES shall use a service request form provided by the County to
provide detailed information for projects included in the annual work plan
or to request additional services.
8.3 The PRIDES shall submit scaled landscaping plans prior to planting
anything in County right-of-way. The plans shall show the trees, shrubs,
and ground covering to be planted. No vegetation shall be planted within
intersection sight triangles. All landscaping installed or planted within the
County right-of-way shall conform to the requirements of Chapter 9 of the
Maricopa County Department of Transportation's Roadway Design
Manual.
8.4 The PRIDES shall apply for no-cost permits before planting or removing
anything in County right-of-way.
8.5 The PRIDES shall provide up to two (2) members are current Certified
Applicators for weed spraying.
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8.6 The PRIDES shall perform the following maintenance activities within
County, right-of-way under this Agreement:
8.6a Planting trees and plants, as approved by the County;
8.6b Tree trimming, except palm trees and other large trees requiring
special equipment;
8.6c Tree trunk white-washing (paint treatment);
8.6d Stripping fruit from citrus trees
8.6e Graffiti removal;
8.6f Weed spraying by Certified Applicators;
8.6g Irrigation system maintenance;
8.6h Tree and plant fertilizing;
8.61 Tree removal;
8.6j Tree washing;
8.6k Hand rail painting; and
8.61 Trash and debris pickup.
8.7 The PRIDES shall not use County-provided supplies for work performed
outside of the County right-of-way or for work not authorized under this
Agreement.
8.8 The PRIDES shall report to the County monthly the number of volunteers
and the number of hours worked by those volunteers on activities
performed within the County right-of-way.
GENERAL TERMS AND CONDITIONS
9. 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
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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. County shall name the PRIDES as an additional
insured on all relevant insurance policies.
10. 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 for five
(5) years. Any Party may terminate this Agreement upon furnishing the other
Party with a written notice at least sixty (60) days prior to the effective termination
date.
11. This Agreement shall be subject to the provisions of A.R.S. Section 38-511.
12. The Parties warrant that they are in compliance with A.R.S. Section 41-4401 and
further acknowledge that:
12.1 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.
12.2 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.
12.3 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.
12.4 Nothing in this Agreement shall make any contractor or subcontractor an
agent or employee of the Parties to this Agreement.
13. 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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14. All notices required under this agreement to be given in writing shall be sent to:
Maricopa County Department of Transportation
Attn: Intergovernmental Relations
2901 West Durango Street
Phoenix, Arizona 85009
Sun City PRIDES, Inc.
Attn: President
Post Office Box 1463
Sun City, Arizona 85372
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. As an alternative to providing notices in
writing under this Paragraph, notices may be provided from and to electronic mail
addresses provided by Maricopa County Department of Transportation
Intergovernmental Relations and the PRIDES President.
15. This Agreement does not imply authority to perform arty tasks, or accept any
responsibility, not expressly stated in this Agreement.
16. This Agreement does not create a duty or responsibility unless the intention to do
so is clearly and unambiguously stated in this Agreement.
17. 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.
18. 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.
19. 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
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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.
20. 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.
21. 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.
22. 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.
23. 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.
24. 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.
25. 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.
26. 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.
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27. 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.
28. 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.
29. 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.
SUN CITY PRIDES, INC. MARICOPA COUNTY
Recommended by: Recommended by:
03M2orl
Mike Will, Chair Date Jen e oth, P.E. Date
PRIDES Beautification Committee Tie portation Director
Approved and Accepted by: Approved and Accepted by:
Ken Smith Date Denny Barney, Chairman Date
PRIDES President Board of Supervisors
Attest by: Attest by:
Rosemary Swain Date Clerk of the Board Date
PRIDES Secretary
APPROVAL OF DEPUTY COUNTY ATTORNEY
I hereby state that I have reviewed the proposed 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.
PRIDES Attorney Date Deputy County Attorney Date
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