BELL ROAD ASCT IGA_DRAFT COP FINAL SIGNED BY JH 5 15 14.PDF

INTERGOVERNMENTAL AGREEMENT BETWEEN
MARICOPA COUNTY AND THE CITY OF PHOENIX
FOR THE BELL ROAD ADAPTIVE TRAFFIC SIGNAL CONTROL
TECHNOLOGY DEPLOYMENT PROJECT •
(17447)
MAG MMA15-46I
Fed Aid #: CM MMA-0(246)D
CFDA #: 20.205
WAGS #: SZ087 OIC
(C-64-14- -M-00)
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.
This Agreement shall become effective as of the date it is approved by the Maricopa
County Board of Supervisors.
STATUTORY AUTHORIZATION
1. A.R.S. §§11-251 and 28-6701, at 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, at 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. The County, acting through the Maricopa County Department of Transportation
(MCDOT) and the City, are members of the regional traffic management and
traveler information system known as AZTechTM (AZTech). Led by MCDOT,
AZTech develops and supports traffic management projects along many of the
Valley's heavily traveled roadways,
5. Bell Road and its extension as Frank Lloyd Wright Boulevard is identified as a
key east-west arterial extending from Loop 303 on the west to Loop 101 on the
east.
6. Adaptive Traffic Signal Control Technology (ASCT) has been identified as an
important tool to provide improved traffic signal timing adjustments in response to
varying traffic volumes and congestion.
7. In association with the AZTech program, the current project consists of the
installation of adaptive traffic signal control technology at 52 signalized
intersections in four distinct areas along Bell Road and Frank Lloyd Wright
Boulevard as identified below (the "Project"):
7,1 Area 1 — 7.0 miles — 21 intersections — Bell Road from Cotton Lane
through Avenue of the Arts/114 th Avenue, including Loop 303 & Grand
Avenue
7.2 Area 2 —3.4 miles — 13 intersections — Bell Road from 99th Avenue
through 73rd Avenue, including Loop 101
7.3 Area 3 — 3.2 miles — 10 intersections — Frank Lloyd Wright from Scottsdale
Road through Thompson Peak Parkway, including Loop 101
7.4 Area 4 — 2.0 miles — 8 intersections — Bell Road from 35 th Avenue
through 19th Avenue, including Interstate 17(1-17)
PURPOSE OF THE AGREEMENT
The purposes of this Agreement are to identify the roles and responsibilities or
the Parties with respect to the Project.
TERMS OF THE AGREEMENT
8. Associated with the AZTech Program, this Project is part of an ongoing joint
effort by the County and the City to provide for the efficient management of traffic
on Bell Road and Frank Lloyd Wright Boulevard in Maricopa County.
9. The Project is funded from local and federal funds. The estimated construction
cost is $2,455,000 with federal funds of $2,316,065 and a local match of
$139,935.
10. This Agreement is contingent upon the City's compliance with the Single Audit
Act of 1984 and the availability of federal funds through the MAO TIP:
10.1 Federal Contract Number; CM-MMA-0(246)D
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10.2 Catalog of Federal Domestic Assistance (CFDA) Number: CFDA# 20.205
10.3 Fiscal Years: FY 2015
10.4 Total Project Cost: $2,455,000
10.5 Federal Obligation Award: $2,315,065
10.6 Funding Sources:
i. Congestion Mitigation and Air Quality Funds (CMAQ) —
$2,315,065 Federal Highway Administration (FHWA)
IL Highway User Revenue Funds (HURF) and local revenues —
$139,935 — Local Match — distributed proportionally between
the participating agencies: Arizona Department of
Transportation (ADOT), Peoria, Glendale, Phoenix, Surprise,
Scottsdale and the County.
101 Project Contact Information:
I. Name: Paul PoreII, Project Manager
H. Agency: Maricopa County Department of Transportation
ill. Phone: 602-506-7174
iv. Email: PaulPorellamail.maricoba.dov
11. Responsibilities of the County:'
11.1 The County shall be the lead agency on all construction and construction
management, and shall provide certification of right-of-way with the
assistance of the City.
11.2 The County shall request from the City any necessary right-of-way, utility
and environmental clearance background information.
11.3 The County shall provide design and installation documents to the City
for review in a timely manner.
11.4 The County shall apply for no-cost permits for Project work within the
City boundaries.
11.5 The County shall receive and administer the project federal-aid funding
for the duration of the Project.
11.6 The County shall contribute the local match for the construction costs for
three signalized intersections for a portion of the Project along Bell
Road between 99th Avenue and 73rd Avenue (Area 2), currently
estimated at $7,695. If the sum of the local match contributions
provided by all of the agencies participating in the Project is insufficient
to meet the total federally-mandated local match of 5.7 percent of the
total construction cost of the Project, the County shall also contribute
the balance of local match necessary to meet the mandated local
match of 5.7 percent of the total construction cost, currently estimated
at a balance of $6,555.
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11.7 Upon completion of construction and approval and acceptance by the
City, the County shall invoice the City for the City's local match
requirement of the construction costs of another portion of the Project
for six signalized intersections along Bell Road between 35th Avenue
and 19th Avenue (Area 4), currently estimated at $15,390.
11,8 The County shall provide the construction documents for the Project to
the City's representative when completed.
12. Responsibilities of the City:
12.1 The City shall provide the County any necessary right-of-way, utility and
environmental clearance background information.
12.2 The City shall provide timely review of all design and installation
documents provided by the County. The City shall provide comments
to the County within 30 calendar days after receiving documents for
review from the County.
12.3 The City shall issue the County no-cost permits for Project work within
the City boundaries.
12,4 Within thirty (30) days of receiving the invoice from the County, the City
shall contribute the local match requirement of the construction costs
of that portion of the Project for six signalized intersections along Bell
Road between 35th Avenue and 19th Avenue (Area 4), currently
estimated at $15,390.
12.6-The City shall own, operate and maintain the equipment installed within
the City's jurisdiction as part of this Project upon completion of the
Project.
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.
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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.
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
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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
Transportation Director
2901 West Durango Street
Phoenix, AZ 85009
City of Phoenix
Street Transportation Director
200 West Washington Street, 5th Floor
Phoenix, AZ 85003
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 imply authority to perform any tasks, or accept any
responsibility, not expressly stated in this Agreement.
. This Agreement does not create a duty or responsibility unless the intention to
do so is clearly and unambiguously stated in this Agreement.
22. 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.
23. 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.
24. 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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25. 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.
26. 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.
27. 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.
28. 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.
29. 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.
30. 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.
31. 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
32. 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
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instrument. Faxed, copied and scanned signatures are acceptable as original
signatures.
33, 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.
34. 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.
35, This Agreement shall be governed by the laws of the State of Arizona.
36, 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 hereto have executed this Agreement.
MARICOPA COUNTY CITY OF PHOENIX
Recommended by;
JolloS31-1auskins, RE. Date
Transportation Director
Approved and Accepted by: Approved and Accepted by:
Denny Barney, Chairman Date Ray Dovalina, Jr., P.E. Date
Board of Supervisors Acting Street Transportation Director
Attest by: Attest by:
Fran McCarroll Date 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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