IGA IMPROVEMENTS RITTENHOUSE ROAD BRIDGE 7.23.2015.DOC

INTERGOVERNMENTAL AGREEMENT
BETWEEN MARICOPA COUNTY AND THE TOWN OF QUEEN CREEK
FOR IMPROVEMENTS TO AND FUTURE MAINTENANCE AND OPERATION
RESPONSIBILITIES FOR THE RITTENHOUSE ROAD STRUCTURE OVER
THE QUEEN CREEK WASH AND RELATED ROADWAY IMPROVEMENTS
(TT 430)
(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 Town of Queen Creek, an Arizona
municipal corporation ("Town"). The County and Town 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 layout,
maintain, control and manage public roads within the County.
2. A.R.S. § 9-240 authorizes the Town to exercise control over, layout, establish, regulate,
and improve streets within the Town.
3. 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.
BACKGROUND
4. Rittenhouse Road, a minor arterial street, is located in southeast Maricopa County, and lies
partially within the Town of Queen Creek and partially within unincorporated Maricopa
County. The roadway is immediately west of and parallel to Union Pacific Railroad right-of
way.
5. The existing Rittenhouse Road structure over the Queen Creek Wash is a three-span
concrete girder bridge supported on steel piles and is 202 feet long. The existing structure
width provides for two lanes of traffic, one lane in each direction.
6. The proposed project will include: replacement of the three-span structure with a reinforced
concrete box culvert; drainage improvements including bank protection; widening of the
north and south approaches to four lanes with curb, gutter, median, bike lanes and
sidewalks; and improvements to Via de Palmas Drive (the "Project").
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7. The anticipated Project schedule is as follows:
7.1 Design in FY 2015 and FY 2016.
7.2 Environmental clearance in FY 2015 and FY 2016.
7.3 Right-of-way acquisition in FY 2017.
7.4 Permitting in FY 2018 and FY 2019.
7.5 Utility relocation in FY 2018.
7.6 Construction in FY 2019 and FY 2020.
8. The anticipated Project costs are as follows:
8.1 Design: $120,000
8.2 Environmental clearance: $300,000
8.3 Right-of-way acquisition: $80,000
8.4 Permitting: $400,000
8.5 Utility Relocation: $60,000
8.6 Construction: $1,600,000
8.7 Construction management: $160,000
8.8 Project enhancements, as
provided in Paragraph 11.4 $50,000
8.9 Total cost: $2,770,000
PURPOSE OF THE AGREEMENT
9. The purpose of this Agreement is to identify and define the responsibilities of County and
Town for various elements of the Project, which include, but are not limited to, cost sharing,
design, permitting, environmental clearances, right-of-way acquisitions, utilities relocation,
construction and construction management, and annexation of the roadway.
TERMS OF THE AGREEMENT
10. Responsibilities of the County:
10.1 The County shall act as the lead agency for the Project, to include but not to be
limited to design, permitting, environmental clearance, right-of-way acquisition,
utilities relocation, construction and construction management.
10.2 The County shall provide Project plans to the Town for review at appropriate
intervals.
10.3 The County shall be responsible for the costs of design, permitting, environmental
clearance and utility relocations associated with the Project, currently estimated at
$880,000. The County shall also be responsible for eighty-nine percent (89%) of the
final construction and construction management costs of the Project. The
construction and construction management costs of the Project are currently
estimated at $1,760,000, with the County responsibility currently estimated at
$1,566,400.
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10.3.1 The County will not financially participate in Project enhancements,
including but not limited to the specific items provided under Paragraph
11.4 of this Agreement, landscaping, irrigation, street lighting, visual
mitigation, decorative pavers, street furniture and any other items
inconsistent with the County’s Roadway Design Manual, unless otherwise
specifically identified in this Agreement.
10.4 The County shall design and construct the structure and roadway improvements to
Town standards.
10.5 The County shall invoice the Town for one-half the Town's share of Project costs
upon notice to proceed with construction.
10.6 The County shall invoice the Town for the remaining balance of the Town's share of
the Project costs upon substantial completion of construction of the Project.
10.7 The County shall participate with the Town in the substantial completion, final
inspection and acceptance of the Project.
10.8 The County shall request the Town to provide no-cost permits for the County to
work within the incorporated limits of the Town.
11. Responsibilities of the Town:
11.1 The Town shall issue no-cost permits to the County, or its appointed agent, to work
within the incorporated limits of the Town.
11.2 The Town shall be responsible for eleven percent (11%) of the final construction and
construction management costs of the Project. The construction and construction
management costs of the Project are currently estimated at $1,760,000, with the
Town’s responsibility currently estimated at $193,600.
11.3 The Town shall also provide at no cost to the County the necessary right-of-way for
the Project. The right-of-way acquisition cost for the Project is currently estimated at
$80,000.
11.4 The Town shall be responsible for the cost of all Project enhancements, including
but not limited to the following items that have been requested by the Town:
specialty guardrail and end sections; and form liners for aesthetics on the concrete
box culvert barrier and the retaining and wing walls. The estimated cost of these
enhancements is $50,000. Enhancements shall be the sole financial responsibility of
the Town.
11.5 The Town shall review the Project plans and provide comments to the County within
fifteen (15) days of receipt.
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11.6 The Town shall participate with the County in the substantial completion, final
inspection and acceptance of the Project.
11.7 The Town shall remit payment within thirty (30) days of receipt of any invoice from
the County.
11.8 Upon substantial completion of construction of the Project, the Town shall:
11.8.1 Accept all maintenance and operation responsibility for all Project
components; and
11.8.2 Begin the annexation of all the unincorporated areas within the Project
limits and complete the annexations within a six (6) month period subject to
the requirements of A.R.S. § 9-471.
GENERAL TERMS AND CONDITIONS
12. 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 Indemnitor, or anyone for whose acts Indemnitor 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.
13. This Agreement shall become effective on the date it is approved by the Maricopa
County Board of Supervisors and the Queen Creek Town Council, 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.
14. This Agreement may be amended upon written Agreement by all Parties.
15. 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.
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16. This Agreement is subject to cancellation pursuant to the provisions of A.R.S. Section 38-
511.
17. The Parties warrant that they are in compliance with A.R.S. Section 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. 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.
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.
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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 W. Durango Street
Phoenix, Arizona 85009
Town of Queen Creek
Attn: Town Manager
22350 S. Ellsworth Road
Queen Creek, Arizona 85142
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.
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 Queen Creek Town 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.
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.
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26. 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.
27. Each Party has reviewed this Agreement and has had the opportunity to have it reviewed
by legal counsel.
28. 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.
29. 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.
30. The indemnification and insurance provisions of this Agreement shall survive the
termination of this Agreement.
31. 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.
32. 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.
33. 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.
34. 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.
35. 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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36. 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.
37. This Agreement shall be governed by the laws of the State of Arizona.
38. 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 QUEEN CREEK
Recommended by:
_______________________________
Jennifer Toth, P.E. Date
Transportation Director
Approved and Accepted by: Approved and Accepted by:
_______________________________ _______________________________
Steve Chucri, Chairman Date Gail Barney Date
Board of Supervisors Mayor
Attest by: Attest by:
_______________________________ _______________________________
Clerk of the Board Date Town Clerk Date
APPROVAL OF DEPUTY COUNTY ATTORNEY AND TOWN 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 Town Attorney Date
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