IGA.PDF

INTERGOVERNMENTAL AGREEMENT
BETWEEN MARICOPA COUNTY AND THE CHANDLER
UNIFIED SCHOOL DISTRICT FOR IMPROVEMENT OF
POWER ROAD NORTH OF RIGGS ROAD
Project# TT0429
(C-64-17- -M-00)
This Intergovernmental Agreement (IGA) is entered into between the County of Maricopa, a
body politic, acting through the Maricopa County Department of Transportation ("County"),
and the Chandler Unified School District ("District"); the County and the District are
collectively referred to in this Agreement as the Parties or individually as a Party.
STATUTORY AUTHORIZATION
A.R.S. §§11-251 and 28-6701 et seq. authorize the County to layout, maintain, control
and manage public roads within the County.
2. A.R.S. §11-951 et seq. authorize public agencies to enter into Intergovernmental
Agreements for the provision of services or for joint or cooperative action.
BACKGROUND
3. On January 29, 2014, the County and the Town of Gilbert entered into an
Intergovernmental Agreement for the improvements to Riggs Road from Recker to
Power Road (TT#429). The project consists of widen Riggs Road to a 7 lane roadway,
the relocation of utilities, installation of underground conduit for potential future traffic
signal at Riggs Road and Recker Road intersection, and drainage infrastructure.
4. On February 10, 2016, the District requested that the County construct approximately
300 feet of roadway improvements of Power Road north of Riggs Road to achieve the
ultimate design along the east side of the road concurrently with project TT#429.
5. This request will reduce the amount of road closures and will have a minimal impact to
the residents in the area.
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6. The District shall be financially responsible for any and all costs related to the
additional 300 feet of roadway improvements of Power Road, north of Riggs
Road which is currently estimated at $63,083.
PURPOSE OF THE AGREEMENT
7. The purpose of this Agreement is to identify and define the responsibilities of the
County and the District for the design, construction and cost sharing of
approximately 300 feet of roadway improvement of Power Road (the Project).
TERMS OF THE AGREEMENT
8. Responsibilities of the County:
8.1 The County shall act as the lead for the Project including but not to be
limited to design, construction, construction management and cost
sharing.
8.2 The County shall provide a copy of the final Project plans to the District for
their records.
8.3 The County shall coordinate traffic control plans with the District.
8.4 The County shall invoice the District for their share of the Project upon
notice to proceed with construction.
8.5 Upon completion of the Project, the County shall , based on the final cost
figures either invoice the District for the balance of the total cost of the
Improvements, or request the District to invoice the County for the District's
overpayment toward the total cost of the Improvements.
9. Responsibilities of the District:
9.1 The District shall be responsible for one hundred percent (100%) of the
construction costs associated with the roadway improvements associated
with the Project, as identified in Paragraphs 6 of this agreement, currently
estimated at $63,083.
9.2 The District shall remit payment to the County within 30 days of receipt of
any proper invoice(s) from the County.
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GENERAL TERMS AND CONDITIONS
10. To the fullest extent permitted by law, each Party to this Agreement, together
with its officers, employees, agents, officials, representatives and directors, and
their successors, guarantors, and any assignees (collectively "Indemnitors") shall
defend, indemnify and hold harmless the other Party, its officers, employees,
agents, officials, directors and representatives (collectively, "Indemnitees") from
and against any and all liability, claims, losses, suits, actions, damages, and
expenses (including but not limited to, court costs, attorneys' fees, and costs of
claim processing, investigation and litigation (collectively "Claims") for any
personal injury, bodily injury, loss of life, or loss or damage to property, or loses
of use thereof, or any violation of any federal, state, or local law or ordinance, or
other cause of action related to or arising out of the indemnifying Party's
performance of its obligations pursuant to the terms of this Agreement, or
caused, in whole or in part, by the acts or omissions of the lndemnitor, or anyone
for whose acts lndemnitor is responsible, in the performance of this Agreement.
This indemnity includes any claim or amount arising out of or recovered under
the Workers Compensation Law or arising out of the failure of Indemnitor to
conform to any federal, state or local law, statute, ordinance, rule, regulation or
court decree.
11. This Agreement shall become effective on the date it is approved by the
Maricopa County Board of Supervisors and the Chandler Unified School District
Governing Board, and remain in full force and effect until all terms and conditions
have been satisfied, provided, however that the Indemnification and Insurance
provisions shall survive the termination of this Agreement.
12. This Agreement may be amended upon written Agreement by all Parties.
13. Either Party may terminate this Agreement upon other thirty (30) days prior
written notice to the other Party, provided that all financial obligations incurred to
the date of termination have been satisfied, and if the roadway construction has
commenced, the road is left in a safe and usable condition.
14. This Agreement is subject to cancellation pursuant to the provisions of A.R.S.
Section 38-511.
14.1 The Parties warrant that they are in compliance with A.R.S. Section 41-
4401 and further acknowledge that: 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 years, whichever is longer.
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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.
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 Relations Branch
2901 West Durango Street
Phoenix, Arizona 85009
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Chandler Unified School District No. 80
Attn: Superintendent
1525 West Frye Road
Chandler, Arizona 85224
18. 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.
19. This Agreement does not imply authority to perform any tasks, or accept any
responsibility, not expressly stated in this Agreement.
20. This Agreement does not create a duty or responsibility unless the intention to do
so is clearly and unambiguously stated in this Agreement.
21. 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.
22. 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 Chandler Unified School District Governing Board
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.
23. 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.
24. This Agreement, including all Exhibits attached to this Agreement, sets forth all of
the covenants, promises, agreements, conditions and understandings between
the Parties, 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. 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.
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25. 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. The indemnification and insurance provisions of this Agreement shall survive the
termination of this Agreement.
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.
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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.
36. 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 CHANDLER UNIFIED SCHOOL DISTRICT
Recommended by: Recommended by:
Del\a-'1U(lo
Jennifpr T th bate ate
Transborttion Director
Approved and Accepted by: Approved and Accepted by:
/41 - 2z3/4..
Clint Hickman, Chairman Date amille tasteel Date
Board of Supervisors CUSD No. 80, Superintendent
Attest by: Attest by:
auk.
u---14
Fran McCarroll Date Annette Auxier Date
Clerk of the Board CUSD No. 80, President
APPROVAL OF COUNTY ATTORNEY AND DISTRICT 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 CUSD No. 80/Attorney Date
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