ANTHEM MAINTENANCE AGREEMENT.PDF

AGREEMENT
BETWEEN MARICOPA COUNTY AND
THE ANTHEM COMMUNITY COUNCIL
FOR MAINTENANCE RESPONSIBILITIES WITHIN
MARICOPA COUNTY RIGHT-OF-WAY
(C-64- - -M-00)
This Intergovernmental Agreement ("Agreement") is between the County of Maricopa,
a political subdivision of the State of Arizona ("County"), and the Anthem Community
Council, Inc., an Arizona corporation ("Council"). The County and Council are
collectively referred to as the Parties or individually as a Party.
STATUTORY AUTHORIZATION
A.R.S. Section 11-251 and Sections 28-6701 et. seq. authorizes the County to
lay out, maintain, control and manage public roads within the County.
BACKGROUND
2. In March 2000, the Parties entered into an Agreement (C-64-00-170-2) (2000
Agreement) to identify the responsibilities of the County and the Council
regarding maintenance tasks formerly performed by Del Webb. The 2000
Agreement has expired.
PURPOSE OF THE AGREEMENT
3. The purpose of this Intergovernmental Agreement is to identify the maintenance
responsibilities to be performed by the County and the Council within the County
right-of-way in the unincorporated area of Anthem.
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TERMS OF THE AGREEMENT
4. Responsibilities of the County. No items outside of County right-of-way will be
maintained by the County. The County shall assume maintenance
responsibilities for the following items within County right-of-way:
4.1 Pavement, curbs, gutters, driveways ramps, sidewalks and roadways.
4.2 Intersection pedestrian sidewalk ramps.
4.3 Drainage and flood control facilities including: storm drain culverts, swales,
riprap channels, box culverts, catch basins, and scuppers that are integral
to the roadway; including debris removal specific to these facilities.
4.4 Any traffic control devices, including official street name signs.
4.5 Traffic signal devices and power and control systems for traffic signal
devices.
5. Responsibilities of the Council. The Council shall assume maintenance
responsibility for the following items within the County right-of-way:
5.1 Landscaping, including: trees and plants, decorative landscape rock,
irrigation systems, landscaping irrigation power and control systems,
landscape lighting, and landscape lighting power and control systems.
Installation or replacement of any of the above features within the sight
triangles at all intersections and that exceed twenty-four (24) inches in
height shall be determined in collaboration with the County. The
dimensions of the sight triangles are to be determined in compliance with
the procedures identified in Chapter 9 of the Maricopa County Department
of Transportation Roadway Design Manual on landscaping, and as shall
be provided by the County.
5.2 Graffiti removal on box culvert walls that are painted by the County with a
paint color and type specified by the Council.
5.3 Decorative column monuments including concrete masonry unit (CMU)
columns, steel railing, steel grating, light fixtures, electrical power and
control, and decorative tops.
5.4 Decorative feature site walls including CMU walls and flagstone cladding.
5.5 Decorative bridge railings, columns and tops.
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5.6 Directional and amenity signs installed by the Council by permit from the
County, including CMU signs and features, and the corresponding
electrical power and control systems.
5.7 Decorative street name signs installed by the Council by permit that do not
adhere to County standards.
5.8 Water for landscaping.
5.9 Weed control.
GENERAL TERMS AND CONDITIONS
6. In fulfilling the terms of this Agreement, both Parties agree to communicate and
cooperate in good faith, and the County agrees to provide the Council with at
least ten (10) days advanced notice prior to trimming or removing trees that are
not in compliance with County roadway safety standards, in order to allow the
Council the opportunity to perform this work,
7. 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. County shall name Council as an additional
insured on all relevant insurance policies. The Council understands that
Maricopa County is self-insured as authorized by A.R.S.Section 12-981 and
accepts said self-insurance program as full compliance with the insurance
requirements set forth in this Agreement.
8. 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.
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9. This Agreement shall be subject to the provisions of A.R.S. Section 38-511.
10. The Parties warrant that they are in compliance with A.R.S. Section 41-4401 and
further acknowledge that:
10.1 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.
10.2 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.
10.3 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.
10.4 Nothing in this Agreement shall make any contractor or subcontractor an
agent or employee of the Parties to this Agreement.
11 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.
12. All notices required under this agreement to be given in writing shall be sent to:
Maricopa County Department of Transportation
Intergovernmental Relations
2901 West Durango Street
Phoenix, Arizona 85009
Anthem Community Council
Community Operations Officer
3701 West Anthem Way, Suite #201
Anthem, Arizona 85086
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
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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 Anthem Community Council Community
Operations Officer.
13. This Agreement does not imply authority to perform any tasks, or accept any
responsibility, not expressly stated in this Agreement.
14. This Agreement does not create a duty or responsibility unless the intention to do
so is clearly and unambiguously stated in this Agreement.
15. 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.
16. 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.
17. 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.
18. 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.
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19. 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.
20. 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.
21. 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.
22. 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.
23. 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.
24. 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.
25. 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.
26. 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.
27. 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.
MARICOPA COUNTY ANTHEM COMMUNITY COUNCIL
Recommended by: Recommended by:
Reitt°H.@RaLk_si lin Date Jenna Kohl Date
Deputy County Managers Community Executive Officer
Approved and Accepted by: Approved and Accepted by:
Clint Hickman, Chairman Date Ryan Halleran Date
Board of Supervisors President
Attest by: Attest by:
Clerk of the Board Date John Balzer Date
Secretary
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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