LITCHFIELD PARK IGA CAMELBACK AND LITCHFIELD SIGNAL.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 LITCHFIELD PARK
FOR OPERATING AND MAINTAINING TRAFFIC SIGNAL AT CAM ELBACK
ROAD AND LITCHFIELD ROAD
(TT
(C-64-13- -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 Litchfield Park, a
municipal corporation (City). The County and 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. 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.
BACKGROUND
3. The County and City agree that the County will operate and maintain the traffic signal
at Camelback Road and Litchfield Road (traffic signal).
4. The County and City agree that the Parties will share the costs to operate and maintain
the traffic signal. The County shall pay 75 percent of the costs, and the City shall pay
25 percent of the costs.
5. Total average annual maintenance costs for the signal are estimated at approximately
$2,000. However, costs can vary significantly, if non-routine maintenance is required.
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PURPOSE OF THE AGREEMENT
6. The purpose of this Agreement is to identify and define the responsibilities of the County
and City for the cost sharing of the traffic signal.
TERMS OF THE AGREEMENT
7. Responsibilities of the County:
7.1 The County shall operate and provide routine maintenance on the traffic signal.
7.2 The County shall clean signal lenses every eighteen months.
7.3 The County shall repaint signal heads, brackets, poles, posts, control boxes
and any other above ground equipment as required to prevent corrosion and to
maintain the good appearance of the equipment.
7.4 The County shall focus single heads as required.
7.5 The County shall maintain existing vehicle and pedestrian detection and install
new detection equipment as needed.
7.6 The County shall maintain the traffic signal controller, signal timings and
auxiliary controller equipment within the cabinet.
7.7 The County shall replace the signal conflict monitor every six months.
7.8 The County shall record, by date, each trouble call or installation/equipment
change and make these records available for inspection.
7.9 The County shall keep detailed maintenance records annually to determine
future maintenance needs.
7.10 The County shall provide 24 hour a day emergency call out response to the
intersection involving signal operation and maintenance when properly notified.
7.11 The County shall furnish all labor, tools, and equipment necessary to replace
damaged or defective materials and apparatus.
7.12 The County shall update existing traffic signal equipment or install additional
apparatus as required, when necessary.
7.13 The County shall invoice the City annually for the City's share of costs
associated with the operation and maintenance of the traffic signal identified
above. This includes, but is not limited to, routine operation and maintenance
fees and all costs associated with the response to signal failures or
reconstruction of damaged equipment.
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7.14 The County shall permit the City or its authorized agent to inspect all
equipment installed in the City's right-of-way.
7.15 The County shall provide the City for review any project plans of future
construction projects that could impact the traffic signal. The plans shall
include all relevant details for the relocation and/or modification of the traffic
signal or associate equipment.
8. Responsibilities of the City:
8.1 The City shall permit the County or its authorized agent to inspect, purchase,
and/or approve all of the installed equipment for the traffic signal.
8.2 The City shall issue no-cost permits to the County for the traffic signal.
8.3 The City shall provide the County for review and approval any project plans of
future construction projects that could impact the traffic signal. The plans shall
include all relevant details for the relocation and/or modification of the traffic
signal or associate equipment.
8.4 The City shall submit to the County any proposed modifications of the signal for
review and approval. Any proposed modifications of the traffic signal
equipment, signal timings or operation and highway lighting at this intersection
shall be based on and supported by traffic studies.
8.5 Within 30 days of the receipt of an invoice, the City shall remit payment to the
County for the City's share of costs associated with the operation and
maintenance of the traffic signal.
8.6 The City shall be responsible for all additional costs associated with the traffic
signal, which include but are not limited to, the electrical energy expenses.
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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 for a period of five years
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.
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 traffic signal 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 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 traffic signal 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
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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 traffic 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.
15. All notices required under this agreement to be given in writing shall be sent to:
Maricopa County Department of Transportation
Attention: Intergovernmental Relations
2901 West Durango Street
Phoenix, AZ 85009
Darryl H. Grossman, City Manager
214 W. Wigwam Boulevard
Litchfield Park, AZ 85340
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
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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 Litchfield Park 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.
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
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.
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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.
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 traffic signal 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 DISTRICT
Recommended by: Recommended by:
--1--Zeg,t5
Jbtn [3) Hauskins, P.E. Date Date
Transportation Director
Approved and Accepted by: Approved and Accepted by:
Andrew Kunasek, Chairman Date Date
Board of Supervisors
Attest by: Attest by:
Clerk of the Board Date Clerk Date
APPROVAL OF DEPUTY COUNTY ATTORNEY AND DISTRICT 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 District Attorney Date
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