PINNACLE PEAK MEADOWS IGA W JT SIGNATURE.PDF

INTERGOVERNMENTAL AGREEMENT
BETWEEN MARICOPA COUNTY AND THE CITY OF PEORIA
FOR IMPROVEMENTS TO: PINNACLE PEAK ROAD
FROM 99TH AVENUE TO 91ST AVENUE
(TTO554)
(C-64-17- -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. Sections 11-951 et. seq. authorize 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. Pinnacle Peak Road from 99th Avenue to 91st Avenue is a two-lane arterial road
owned and maintained by the County. Unincorporated Maricopa County borders
Pinnacle Peak Road to the north and City of Peoria borders Pinnacle Peak Road
to the south.
5. The City plans to improve Pinnacle Peak Road from 99th Avenue to 91st Avenue
to a five-lane arterial road with a raised median and upgrade the traffic signal at
the intersection of Pinnacle Peak Road and 91st Avenue (Project).
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6. The Project is expected to be completed in two phases by the City and
developers for The Meadows. Phase One will include improvements on Pinnacle
Peak Road from 95th Avenue to 91st Avenue, including the signal improvements
at 91st Avenue. Phase Two will include improvements on Pinnacle Peak Road
from 99th Avenue to 95th Avenue. The County agrees to participate financially in
the Project improvements for both phases of the Project, funding the
improvements for the north half street section.
7 Phase One of the Project is currently under design and is programmed to begin
construction in fiscal year 2018. Phase Two of the Project is dependent on
development and does not have anticipated dates for design or construction.
8. Based on the Project cost estimate, the County has agreed to contribute
$2,997,000 toward improvements as its share of the financial responsibility. The
County's total cost share contribution includes road improvements, right-of-way
acquisition, and utility relocation for the north half street section. The County's
total cost share contribution is expected to be paid in two (2) payments in fiscal
year 2018.
9. County financial participation shall be limited to aspects of the Project that are
essential for the establishment of a safe roadway. The County will not financially
participate in Project enhancements such as landscaping, irrigation, street
lighting, visual mitigation, decorative pavers, street furniture or any other items
unless there is a benefit to the County that can be demonstrated by a benefit/cost
analysis.
PURPOSE OF THE AGREEMENT
10. The purpose of this Intergovernmental Agreement is to identify and define the
responsibilities of the Parties for various elements of the Project which include,
but are not limited to, cost sharing, design, permitting, environmental clearances,
right-of-way acquisitions, utilities, construction and construction management,
and annexation of the roadway.
TERMS OF THE AGREEMENT
11. Responsibilities of the County:
11.1 The County shall provide no-cost permits for construction and traffic
control, as applicable, to the City for any Project-related work that lies
within unincorporated County boundaries, including permits required
under Paragraph 12.7. The County shall not be responsible for plan
review and approval, traffic control, nor inspection and construction
approval.
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11.2 The County shall provide the City with as-builts, drainage reports,
maintenance records, utility permit records, utility prior rights information,
and sign inventory for the existing improvements of the Project area, as
applicable and available.
11.3 The County shall provide all necessary documentation requested by the
City to prove that all existing right-of-way to be annexed by the City has
been dedicated and accepted by the County.
11.4 The County shall cost share in the Project, not to include any City-
requested enhancements as described in Paragraph 9 of this Agreement.
The County's total cost share contribution shall not exceed $2,997,000.
11.5 Upon the award of contract for the construction of Phase One of the
Project and receipt of an invoice from the City, the County shall remit
payment to the City within thirty (30) days for fifty percent (50%) of the
County's total cost share contribution, not to exceed $1,498,500.
11.6 Upon the completion of annexation of the entire Project area and receipt
of an invoice from the City, the County shall remit payment to the City
within thirty (30) days for the remaining fifty percent (50%) of the County's
total cost share contribution. The total invoice is not to exceed $1,498,500.
11.7 Should the annexation of the Project area be terminated pursuant to
Paragraphs 12.16 and 12.17, the County shall remit payment to the City
for the remaining fifty percent (50%) of the County's total cost share
contribution within thirty (30) days of receipt of an invoice and written
notification of the termination.
12. Responsibilities of the City:
12.1 The City shall act as the lead agency on all elements of work for the
Project, including but not limited to design, right-of-way acquisition, utility
relocation, environmental clearance, construction, and construction
management.
12.2 The City shall provide the County with a project schedule and at least
quarterly project status reports for both Phase One and Phase Two of the
Project.
12.3 The City shall apply for no-cost permits, as applicable, for any Project-
related work that lies within unincorporated COunty boundaries.
12.4 The City shall ensure contractor liability insurance and will have the
contractor list Maricopa County as Additional Insured for Phase One of the
Project.
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12.5 The City shall construct the Project to City standards in compliance with
the approved plans and specification. The City shall be responsible for
review and approval of all plans for Phase One and Phase Two of the
Project.
12.6 The City shall inspect and approve construction for Phase One and Phase
Two of the Project.
12.7 The City shall be responsible for traffic control during construction of
Phase One and Phase Two of the Project, and shall notify the County in
advance of approving any lane closures and/or roadway restrictions. If
roadway improvements, including permanent traffic elements, or traffic
control extend to other County roadways beyond the Project, the City shall
apply to the County for separate construction and traffic control permits.
12.8 The City shall assume responsibility and liability for the design, permitting,
construction, inspection, operation, maintenance, and repair for the
Project roadways, traffic control devices, and street lights while the area
remains under County jurisdiction, until annexation has been completed.
12.9 The City shall be responsible for contacting property owners, submitting
an offer to property owners for the acquisition of the right-of-way,
negotiating with property owners for the acquisition of right-of-way, and
paying property owners for the right-of-way.
12.10 Upon the award of contract for the construction of Phase One of the
Project, the City shall invoice the County for fifty percent (50%) of the
County's total cost share contribution, not to exceed $1,498,500.
12.11 Upon the completion of annexation of the entire Project area, the City shall
invoice the County for the remaining fifty percent (50%) of the County's
total cost share contribution, not to exceed $1,498,500.
12.12 Should the actual costs of utility relocation be paid, in whole or in part, by
any utility company, the City shall reimburse the County for their share of
utility relocation costs.
12.13 Should the actual costs of construction of the Project be less than
estimated, the City shall reimburse the County for their share of
construction costs.
12.14 The City shall assume operation, maintenance, and liability responsibilities
for the Project area located within Phase One of the Project at the start of
construction of Phase One until such time as the City is able to complete
the annexation process.
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12.15 The City shall annex Pinnacle Peak Road from 99th Avenue to 91st
Avenue, including the intersection at 91st Avenue, within the limits of the
Project within 180 days of completion of Phase One of the Project.
12.16 The City shall promptly notify the County, in writing, of completion of the
pending annexation process, or of any act or event that makes it not
legally possible to proceed with the annexation process...
12.17 Should annexation be terminated pursuant to Paragraph 12.16, the City
shall be responsible for the operation and maintenance of the entire
Project area and accept all liability.
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 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.
14. 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.
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:
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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 warranty 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 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.
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 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.
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19. 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:
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.
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.
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 Peoria 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.
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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. 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.
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.
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.
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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.
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 CITY OF PEORIA
Recommended by: Recommended by:
Jennifel To1).E. Date Carl Swenson Date
Transportation Director City Manager
Approved and Accepted by: Approved and Accepted by:
Chairman Date Cathy Carlat Date
Board of Supervisors Mayor
Attest by: Attest by:
Clerk of the Board Date Clerk Date
APPROVAL OF DEPUTY COUNTY ATTORNEY AND 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.
Deputy County Attorney Date City Attorney Date
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