IGA WITH CITY OF MESA FOR STREET LIGHT DESIGN.PDF

INTERGOVERNMENTAL AGREEMENT
BETWEEN MARICOPA COUNTY AND THE CITY OF MESA
FOR STREET LIGHT DESIGN, CONSTRUCTION,
OPERATION AND MAINTENANCE
(C-64-16- -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
Mesa, 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. §11-251 and §§28-6701 et seq. authorize the County to lay out,
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.
3. A.R.S. §9-240 and §§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.
DURATION
4. 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 for any reason upon
furnishing the other Party with a written notice at least thirty (30) days prior to
the effective termination date.
BACKGROUND
5. The Parties desire to develop and implement a cooperative process that will
allow the City to design, construct, operate and maintain its street lighting
facilities within County rights-of-way.

6. The County does not require street lighting on any roadways within County right-
of-way, except at signalized intersections and other warranted locations.
PURPOSE OF THE AGREEMENT
The purpose of this Agreement is to identify and define the responsibilities of the
County and City for the design, construction, operation and maintenance of the
City's street lighting facilities within County rights-of-way.
This Agreement will not nullify or replace any existing intergovernmental
Agreements (IGA) between County Improvements Districts and the City,
specifically those involving Street Lighting Improvement Districts (SLIDs), nor
does it eliminate the ability to establish SLiDs.
9. The Agreement provides a method of facilitating these street light related
activities by entering into binding Letters of Agreement (the "LOA" or "LOAs").
The Parties desire to authorize the County Transportation Director (or designee)
and the City's designee to enter into separate LOAs for specific roadway
segments when the City is requesting street lighting that is within or adjoins
County roads and is located within the County's road right-of-way (Project).
TERMS OF THIS AGREEMENT APPLICABLE TO LOAs
10. This Agreement authorizes the County Transportation Director (or designee)
and the City's designee to enter into separate LOAs for street lighting along
specific roadway segments when the City is requesting street lighting that
adjoins County roads and is located within the County's road rights-of-way
(Project). A LOA shall be prepared for any Project that is subject to this
Agreement. Each LOA must be approved and signed by the County
Transportation Director (or designee) and the City's designee. At a minimum,
each WA authorized under this Agreement shall describe the limits of the
roadway segment, the scope of work of design, construction, operation and/or
maintenance services being provided by the City.

11. The duration of LOAs issued but not executed pursuant to this Agreement shall
extend beyond the term of this Agreement or until such a time the City annexes
the roadway segment(s) and right(s)-of-way. If this Agreement expires or
terminates, all LOAs executed pursuant to this Agreement shall remain in effect,
and can be revisited and evaluated on an individual basis. All design,
construction, operation and/or maintenance activities shall be performed in
accordance with the terms outlined in the no-cost permit issued by the County.
12. Nothing in any LOA shall be interpreted to enlarge or expand the County's or the
City's authority, nor shall this Agreement or any LOA supersede any other
agreements already in force between the Parties.
13. Responsibilities of the County:
13.1 The County shall not provide financial contributions toward the design,
construction, operations or maintenance of street lighting requested by the
City pursuant to an LOA entered into by the County and the City.
13.2 The County shall review lighting plans and provide comments to the City
within fifteen (15) business days of receipt from the City pursuant to an
LOA entered into by the County and the City. Any review by the County is
for the exclusive use and benefit of the County and shall not constitute a
warranty of the plans, nor shall the City rely upon the County's review as
to the accuracy or completeness of the plans.
13.3 The County shall provide no-cost permit(s) to the City to design, construct,
operate and/or maintain the proposed street lighting, as necessary,
pursuant to an LOA entered into by the County and the City.
14. Responsibilities of the City:
14.1 The City shall be responsible for all costs associated with street lighting
requested by the City pursuant to an LOA entered into by the County and
the City.
14.2 Prior to construction, the City shall submit a set of lighting plans, sealed by
an Arizona registered engineer and in accordance with City standards, to
the County for review.
14.3 The City shall meet or exceed the County Roadway Lighting Design
Guidelines for all proposed street lighting in County rights-of-way.
14.4 If the street lighting already exists in County right-of-way at the time of
approval of this Agreement, the City may request to operate and/or
maintain the street lighting pursuant to an LOA entered into by the County
and the City.

14.5 If the City needs to remove, relocate, or change an existing street light, the
City must make necessary arrangements with the County before any work
is performed, except under extreme emergency situations. The City must
notify the County within 72 hours after an emergency situation, then
follow-up with necessary arrangements.
14.6 The City shall request no-cost permit(s) to work in County right-of-way, as
necessary, pursuant to an LOA entered into by the County and the City.
GENERAL TERMS AND CONDITIONS
15. By entering into this Agreement, the Parties agree that to the extent permitted
by law, each Party will defend, indemnify 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 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 (including, but not limited to, vicarious
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 occasioned by the gross
negligence or willful misconduct 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 be subject to the provisions of A.R.S. § 38-511.
17. The Parties warrant that they are in compliance with A.R.S. § 41-4401 and
further acknowledge that:
17.1 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. § 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.

17.2 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.
17.3 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.
17.4 Nothing in this Agreement shall make any contractor or subcontractor an
agent or employee of the Parties to this Agreement.
18. 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.
19. 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.

20. 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, AZ 85009
City of Mesa
Attn: City Manager
P.O. Box 1466
Mesa, Arizona 85211
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.
lf 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.
21. This Agreement does not imply authority to perform any tasks, or accept any
responsibility, not expressly stated in this Agreement.
22. This Agreement does not create a duty or responsibility unless the intention to
do so is clearly and unambiguously stated in this Agreement.
23. 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.
24. 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 without any liability to the non-terminating party.
25. 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.

26. 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.
27. 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.
28. 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.
29. 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.
30. 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.
31. 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.

32. 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.
33. 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.
34. 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.
35. 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.
36. This Agreement shall be governed by the laws of the State of Arizona.
End of Agreement - Signature Page Follows

IN WITNESS WHEREOF, the Parties have executed this Agreement.
MARICOPA COUNTY CITY OF MESA
Recommended-by;
41111111b1.41 D i. '11 it I
Jennt -r oh, 6' ate
Tra p ation Director
Approved and Accepted by:
Clint Hickman, Chairman Date
Board of Supervisors
Attest by:
Fran IVIcCarroll Date City Clerk Date
Clerk of the Board
APPROVAL OF DEPUTY COUNTY ATTORNEY AND CITY ATTORNEY
I hereby state that I have reviewed the proposed Intergovernmental Agreement
pursuant to A.R.S. § 11-952 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.
L4 1,1.
Deputy County Attorney Date City-General Counsel Date

RESOLUTION NO. 1O155
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
MESA, MARICOPA COUNTY, ARIZONA, AUTHORIZING THE
CITY MANAGER TO ENTER INTO AN INTERGOVERNMENTAL
AGREEMENT BETWEEN MARICOPA COUNTY AND THE CITY
OF MESA FOR EXCHANGE OF SERVICES WITHIN THE
STREET LIGHTING PROGRAM.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF MESA, MARICOPA
COUNTY, AS FOLLOWS:
Section 1: Approving the Intergovernmental Agreement between Maricopa
County and the City of Mesa which establishes procedures to authorize the County
Transportation Director (or designee) and the City's designee to enter into binding letters
of agreement (LOA) for specific roadway segments where right-of-way is owned by
Maricopa County and the City. The LOAs allow the development and implementation of a
cooperative process that will allow the City to design, construct, operate and maintain its
street lighting facilities within County right-of-way (ROWS) in such specific roadway
segments.
Section 2: That the City Manager, Christopher J. Brady, or his designated
representative, is authorized and directed to enter into the agreement, and any related
amendments or supplements thereto, on behalf of the City of Mesa, and the City Clerk is.
authorized and directed to attest to the signature of the City Manager or his authorized
designated representative thereon.
Section 3: That the various City officers and employees be and hereby are
authorized and directed to perform all acts necessary to give effect to this Resolution.
PASSED AND ADOPTED by the City Council of the City of Mesa, Maricopa County,
Arizona, this 4th day of April, 2010.
APPROVED:
6L
City Clerk