IGA WITH CITY OF GLENDALE 7-22-2014.PDF

(Leave approximately 2" at the top of the document for the County Recorder's Office)
INTERGOVERNMENTAL AGREEMENT
BETWEEN MARICOPA COUNTY AND THE CITY OF GLENDALE
FOR IMPROVEMENTS TO 99TH AVENUE
FROM MISSOURI AVENUE TO BETHANY HOME ROAD
AND INSTALLATION OF TRAFFIC SIGNALS AT THE INTERSECTION OF
THE 99TH AVENUE AND MONTEBELLO AVENUE ALIGNMENT
(C-64-15- -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 Glendale, 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. Section 11-251 and Sections 28-6701 et. seq. authorize the County to lay out,
maintain, control and manage public roads within the County.
2. 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.
3. A.R.S. Section 9-240 and Sections 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. Ninety-ninth Avenue (99th Avenue) from Missouri Avenue to Bethany Home Road is
located in central Maricopa County and is partially in the jurisdiction of the County and
partially in the jurisdiction of the City.
5. The City is anticipating a new commercial development in the vicinity of 99 th Avenue and
Bethany Home Road. The City plans to improve, or arrange for the developer to
improve, portions of 99 th Avenue between Missouri Avenue and Bethany Home Road
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and install a traffic•signal at the intersection of the 99 th Avenue and Montebello Avenue
alignment (the "Project"), The Project would be designed to accommodate traffic levels
expected after completion of the new commercial development based on Maricopa
Association of Governments (MAO) traffic projections.
PURPOSE OF THE AGREEMENT
6. The purpose of this Agreement is to identify and define the responsibilities of the County
and the City related to the Project.
TERMS OF THE AGREEMENT
7. Responsibilities of the County:
7,1 Except as provided in this Agreement, the County shall have no responsibility,
financial or otherwise, for any aspect of the Project, including, but not limited to,
design, utility relocation, environmental clearance, right-of-way acquisition,
construction and construction management.
7.2 The County shall assume no obligation related to the Project as a result of its
actions in coordinating with the City or the developer on the Project, plan review
or issuance of any permits necessary for design, construction, maintenance or
any other aspect of any portion of the Project.
7.3 The County shall issue permits and perform inspections on portions of the
Project that are within County jurisdiction, as applicable, at the time the permits
and inspections are required, at no cost.
7,4 The County shall provide comments within 30 days of receipt of plans from the
third party developer, American Furniture Warehouse.
7.5 The County shall process the annexation in the normal course of business,
within a reasonable time after receipt of a written request for the annexation from
the City.
7.6 The County will execute a maintenance agreement with the City for the traffic
signal equipment at the Montebello Avenue alignment and any pavement,
signage and striping west of the section line.
8, Responsibilities of the City:
8.1 The City shall act as the lead agency for all aspects of the Project throughout the
duration of the Project, shall apply City standards to the Project, and shall
coordinate with the County throughout all phases of the Project.
8.2 The City shall contribute 100% of the cost of Project not otherwise borne by the
third party developer.
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8.3 The City shall annex the west 23' of the NW 1/4 of Section 16, T2N-R1E of the
Gila and Salt River Base and Meridian. The City will maintain all existing
pavement, traffic signals, striping and signage west of the section line, The City
will not annex any land west of the section line.
8.4 The City shall make a formal request to the County for the annexation pursuant
to law.
8.5 The City shall begin the annexation process upon approval of this Agreement
and shall complete the annexation as soon as reasonably practicable.
8.6 The City shall be responsible for reviewing and approving any plans for the
Project prepared by its developer and coordinating with the County regarding
issuance of permits.
8.7 The City shall coordinate with the entity or entities receiving any permit for the
Project from the County regarding compliance with all laws, rules, regulations
and permits applicable to the Project.
8,8 Upon completion of construction, final inspection and acceptance of the Project,
the City shall assume liability, operation and maintenance responsibility for all
aspects of the Project.
8.9 The City will execute a maintenance agreement with the County for the traffic
signal equipment at the Montebello Avenue alignment and any pavement,
signage and striping west of the section line.
GENERAL TERMS AND CONDITIONS
9. 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.
10. 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
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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.
11. This Agreement shall be subject to the provisions of A.R.S. Section 38-511.
12. The Parties warrant that they are in compliance with A.R.S. Section 41-4401 and further
acknowledge that:
12.1 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.
12.2 Any breach of the warranty, shall be deemed a material breach of the
contract contract that is subject to penalties up to and including termination
of the contract.
12.3 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.
12.4 Nothing in this Agreement shall make any contractor or subcontractor an
agent or employee of the Parties to this Agreement.
13. 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.
14. 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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15. 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, AZ 85009
Glendale Public Works Department - Transportation
Attn: Deputy Director
6210W. Myrtle Ave., Suite 112
Glendale, AZ 85301
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.
16: This Agreement does not imply authority to perform any tasks, or accept any
responsibility, not expressly stated in this Agreement.
17. This Agreement does not create a duty or responsibility unless the intention to do so is
clearly and unambiguously stated in this Agreement.
18. 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.
19. 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 Glendale 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,
as applicable.
20. 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.
21. 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
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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.
22. 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,
23. 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.
24. 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.
25. 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.
26. 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.
27. 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.
28. 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.
29. 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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30. 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.
31. This Agreement shall be governed by the laws of the State of Arizona.
32. 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 GLENDALE
Recommended by: Recommended by:
LL -/ • 2 Zimtf.
John B Hauskins, P.E. Date Brenda S. Fischer Date
Transportation Director City Manager
Approved and Accepted by:
Denny Barney, Chairman Date
Board of Supervisors
Attest by: Attest by:
Clerk of the Board Date Clerk Date
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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