20150407135832653.PDF

INTERGOVERNMENTAL AGREEMENT BETWEEN
MARICOPA COUNTY AND THE CITY OF PHOENIX
FOR IMPROVEMENTS TO BASELINE ROAD
FROM 57TH AVENUE TO 55 TH AVENUE
(TT507)
(C-6445. -WOO)
This Intergovernmental Agreement ("Agreement") is between the County of
Maricopa, a political subdivision of the State of Arizona (the "County"), and the City
of Phoenix, a municipal corporation (the "City"), The County and the City are
collectively referred to as the Parties or individually as a Party.
STATUTORY AUTHORIZATION
T. A.R.S. §§11-251 and 28-6701, et seq., authorize the County to layout, maintain,
control and manage public roads within its respective County, to acquire and
condemn property necessary for such purposes, and to enter into this
Agreement.
2. A.R.S. § 11-951, et seq., provides that public agencies may 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.
BACKGROUND
4. Baseline Road from 59 1h Avenue to 51 st Avenue is a major east-west arterial
roadway with various pavement sections, including a discontinuous curb, gutter
and sidewalks. The roadway has one travel lane in each direction and a two-way
left turn lane. Unincorporated Maricopa County borders Baseline Road to the
south between 57 th Avenue and 55th Avenue.
5. The City plans to improve Baseline Road from 59 th Avenue to 51 st Avenue. The
roadway will be upgraded to an "A-modified" roadway cross section.
Improvements will include asphaltic concrete paving with a raised median, bike
lanes, curb and gutter, sidewalks, bus bay, street lighting and new storm drains.
A new traffic signal will also be installed at 55 th Avenue (the "Project").
6. The City plans to complete the construction of the Project in two phases. Phase
One will include improvements on 59 1h Avenue from South Mountain Avenue to
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the intersection at 59 th Avenue and Baseline Road. Phase Two will include
improvements on Baseline Road from 59" Avenue to 51' t Avenue. The County
agrees to participate financially in the Project improvements along Baseline Road
from 57th Avenue to 55th Avenue since this portion of the corridor also serves
unincorporated County residents.
7. The Project will improve traffic flow, safety and the quality of life for residents and
businesses along the corridor.
8. The total cost for the improvements of both phases of the Project is currently
estimated at $5.21 million. The County has agreed to contribute $742,142.00
towards Phase Two improvements, as its share of the financial responsibility.
9. The Project is currently under design and is programmed for construction in fiscal
year 2016.
PURPOSE OF THE AGREEMENT
10. The purpose of this Agreement is to identify the roles and responsibilities of each
Party with respect to the Project, including but not limited to design, right-of-way
acquisition, utility relocation, environmental clearance, construction, construction
management and cost share.
TERMS OF THE AGREEMENT
11. Responsibilities of the County:
11.1 The County shall provide no-cost permits to the City, as applicable, for any
Project work that lies within unincorporated County boundaries,
11.2 The County shall provide a timely review of all design plans for the
Project, as provided by the City. The County shall provide comments to
the City within ten (10) calendar days upon receipt of documents.
11.3 Upon the start of construction of Phase Two of the Project and receipt of
an invoice from the City, the County shall remit to the City within thirty (30)
days of receipt, 50% of the County's total cost share contribution, provided
that the County has not given notice of termination. The County's total
cost share contribution is $742,142.
11.4 Upon completion of Phase Two of the Project and receipt of an invoice
from the City, the County shall remit to the City within thirty (30) days of
receipt, the remaining 50% of the County's total cost share contribution.
12. Responsibilities of the City:
12.1 The City shall act as lead agency on all elements of work for the Project,
which shall include but not be limited to design, right-of-way acquisition,
utility relocation, environmental clearance, construction, and construction
management.
12.2 The City shall apply for no-cost permits, as applicable, for any Project
work that lies within unincorporated County boundaries.
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12.3 The City shall construct the Project to City standards in compliance with
the approved plans and specifications.
12.4 Upon the start of construction of Phase Two of the Project, the City shall
invoice the County for 50% of the County's total cost share contribution.
The County's total cost share contribution is $742,142.
12.5 Upon completion of Phase Two of the Project, the City shall invoice the
County for the remaining 50% of the County's cost share contribution.
12.6 The City shall be responsible to own, operate and maintain the Project
area.
GENERAL TERMS AND CONDITIONS
13. 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 that is occasioned 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:
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 the E-Verify program under 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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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 to
require that the contractor 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
continues 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 the circumstances to cure the default. In the event
a Defaulting Party fails to perform any of its material obligations under this
Agreement and is in Default, 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,
19. 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, AZ 85009
City of Phoenix
Street Transportation Director (or Designee)
200 West Washington Street, 5 th Floor
Phoenix, AZ 85003
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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 grant authority to control the subject roadway, except
to the extent necessary to perform the tasks expressly undertaken pursuant to
this Agreement.
21, 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 Phoenix 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,.
22. 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.
23. 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.
24. 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.
25. 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.
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26. 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.
27. 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.
28. 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.
29. 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.
30. 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.
31. 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.
32. 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.
33. This Agreement shall be governed by the laws of the State of Arizona.
34, 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 PHOENIX
Recommended by:
--,-, *2-0 IC
je niter oth, ate
T (P' anspo _ _____-, tion Director
Approved and Accepted by: Approved and Accepted by:
Steve Chucri, Chairman Date Ray Dovalina, Jr., P.E. Date
Board of Supervisors Street Transportation Director
Attest by: Attest by:
Fran McCarroll Date Cris Meyer Date
Clerk of the Board City Clerk
APPROVAL OF DEPUTY COUNTY ATTORNEY
AND ATTORNEY FOR THE CITY OF PHOENIX
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 Acting City Attorney Date
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