IGA WITH CITY OF CHANDLER FOR IMPROVEMENTS TO GERMANN RD.PDF

INTERGOVERNMENTAL AGREEMENT
BETWEEN MARICOPA COUNTY AND THE CITY OF CHANDLER
FOR IMPROVEMENTS TO: GERMANN ROAD
FROM ARIZONA AVENUE TO HAMILTON STREET
(TT#003)
(C-64-15- -M-00)
This Intergovernmental Agreement (Agreement) is between the County of Maricopa, a
political subdivision of the State (the "County"), and the City of Chandler, a municipal
corporation (the "City"), The County and City are collectively referred to as the Parties or
individually as a Party.
STATUTORY AUTHORIZATION
A.R.S. §11-25 -1 and §§28-6701 et seq. authorize the County to layout, 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, establish, regulate,
and improve streets within the City.
BACKGROUND
4. The City will be improving Germann Road for 0.34 mile immediately east of Arizona
Avenue to Hamilton Street. This segment of Germann Road is currently under the
jurisdiction of Maricopa County. The improvements will include rehabilitating the asphalt
pavement and upgrading curb ramps, sidewalks and driveways to meet the current
Americans with Disabilities Act (ADA) standards. The improvements will also include
repair of two (2) existing trench failures that are included in the road segment (the
"Project").
5, The Project is anticipated to be designed and constructed in FY 2015. The Project
shall be designed to City design standards. The City is the lead agency for the Project.
The cost of the Project is currently estimated at $350,000.
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6. The Board of Supervisors, by Resolution in May 2002, approved the creation of the
Transportation Advisory Board Special Project Fund (TAB-SPF) in the amount of
$1,000,000 per fiscal year. The Board of Supervisors increased the TAB-SPF to
$1,500,000 by Amendment Resolution 02-05A in June 2007.
6A The TAB-SPF may be utilized by the Maricopa County Department of
Transportation (MCDOT) to respond to proposed projects as determined
appropriate by the Transportation Advisory Board (TAB).
6.2 The TAB-SPF is administered by MCDOT, in accordance with the Board of
Supervisors resolutions, through MCDOT Policy T 1103.
7. On September 16, 2014, the Transportation Advisory Board (TAB) recommended that
the Board of Supervisors fund the Project submitted by the City from the FY 2015
Special Project Fund (SPF) for a maximum amount of $350,000, excluding the cost of
any enhancements requested by the City over and above the scope of the Project as
presented in the City's application to the TAB. The County contribution will not, under
any circumstances, exceed $350,000.
PURPOSE OF THE AGREEMENT
8. The purpose of this Agreement is to identify and define the responsibilities of the County
and the City for the Project, including cost sharing, design, construction, and
construction management.
TERMS OF THE AGREEMENT
9. Responsibilities of the County:
9.1 The County shall assign a representative to serve on the Project team.
9.2 The County shall review all design and construction documents provided by the
City and provide comments back to the City in a timely manner.
9.3 The County shall issue permits at no cost to the City for work done on the
Project within County jurisdiction, as applicable.
9.4 The County shall be responsible for the cost of the Project up to a maximum
amount of $350,000, excluding the cost of any enhancements requested by the
City over and above the scope of the Project as presented in the City's
application to the TAB. The County contribution will not, under any
circumstances, exceed $350,000.
9.5 The County shall remit payment to the City within thirty (30) days of receipt of
an invoice from the City.
9,6 Upon approval of this Agreement by the County Board of Supervisors, the
County shall notify the City that the Board has approved the Agreement.
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9.7 The County shall provide the City with a fully executed copy of the Agreement.
10. Responsibilities of City:
10,1 The City shall act as the Lead Agency for the Project consistent with City
standards to include, but not be limited to, the design, construction, and
construction management, as applicable.
10.2 The City shall obtain all necessary and required permits and approvals from
the County for work being done in the County's jurisdiction.
10.3 The City shall provide the design and construction documents for the Project to
the County for review at the appropriate stages of development.
10.4 The City shall inspect and approve construction of the Project. The County will
not be responsible for inspection and construction approval.
10.5 The City shall be responsible for traffic control during construction, and shall
notify the County in advance of approving any lane closures and/or roadway
restrictions within County right-of-way. if traffic control extends to other
roadways beyond the Project area, the City shall apply to the County for a
separate traffic control permit.
10.6 The City shall be responsible for permitting any subsequent activities,
including, but not limited to, any utility relocations occurring within the Project
area.
10,7 The City shall annex all of the Germann Road right-of-way within the Project
area limits within ninety (90) days upon completion of the Project. The City
shall assume responsibility and liability for the design, construction, inspection,
operation, maintenance, and repair for the Project roadway, traffic control
devices and any street lights while the Project area remains under County
jurisdiction, until annexation has been completed.
10.8 The City shall invoice the County for the award amount, not to exceed
$350,000, upon completion of the Project.
10.9 The City shall deliver a copy of the Project bid award, when issued, to the
County c/o intergovernmental Relations Branch, 2901 West Durango Street,
Phoenix Arizona 85009.
10.10 Upon completion of the Project construction, the City shall provide to the
County a final accounting of all funds, not including any costs associated with
any enhancements requested by the City over and above the scope of the
Project as presented in the City's application to the TAB.
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10.11 The City shall be responsible for the cost of any enhancements requested by
the City over and above the scope of the Project as presented in the City's
application to the TAB. The City shall be responsible, in any case, for all
Project costs in excess of $350,000.
10.12 The City shall report to the County key Project milestones, at least four (4)
weeks in advance, to allow for coordinated public awareness plans,
groundbreaking ceremonies, ribbon cuttings, and/or media releases, as
appropriate.
10.13 If the City is unable to complete the annexation of the Project by September 1,
2015, the City shall return the awarded Special Project Fund amount of
$350,000 to the County.
GENERAL TERMS AND CONDITIONS
11. 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,
12. 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.
13. This Agreement shall be subject to the provisions of A.R.S. Section 38-511.
14, The Parties warrant that they are in compliance with A.R.S. Section 41-4401 and further
acknowledge that:
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14.1 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.
14.2 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.
14.3 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.
14.4 Nothing in this Agreement shall make any contractor or subcontractor art
agent or employee of the Parties to this Agreement.
15. 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.
16. 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.
17. All notices required under this agreement to be given in writing shall be sent to:
Maricopa County Department of Transportation
Attn: Intergovernmental Liaison
2901 W. Durango Street
Phoenix, Arizona 85009
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City of Chandler
Attn: Dan Cook
Mail Stop 402
P.O. Box 4008
Chandler, Arizona 85244-4008
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.
18. This Agreement does not imply authority to perform any tasks, or accept any
responsibility, not expressly stated in this Agreement.
19. This Agreement does not create a duty or responsibility unless the intention to do so is
clearly and unambiguously stated in this Agreement.
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 Chandler 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.
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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.
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 clay
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 to Follow
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IN WITNESS WHEREOF, the Parties have executed this Agreement.
MARICOPA COUNTY CITY OF CHANDLER
Recommended by:
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Jenn)feiloth":15).-E.---- Date Rich Dlugas Date
rTisport4tion Director City Manager
I
Approved and Accepted by: Approved and Accepted by:
Denny Barney, Chairman Date JaVTpshraeny Date
Board of Supervisors Mayor
Attest by: Attest by:
)-
Fran McCarroll Date Maria Paddock Date
Clerk of the Board City Clerk
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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