IGA

When recorded return to:

City Clerk

City of El Mirage

10000 N. El Mirage Road
El Mirage, AZ 85335

INTERGOVERNMENTAL AGREEMENT BETWEEN
CITY OF EL MIRAGE AND CITY OF GLENDALE
DYSART ROAD WIDENING
BETWEEN PEORIA AVENUE AND NORTHERN PARKWAY

This Intergovernmental Agreement (“Agreement”) is between the City of El Mirage (“El Mirage”)
and the City of Glendale (“Glendale”), both Arizona municipal corporations. El Mirage and
Glendale may also be referred to as a Party or jointly as Parties in this Agreement.

This Agreement shall become effective as of the date it is filed with the Maricopa County Recorder
pursuant to Arizona Revised Statutes § 11-952, as amended.

1.

STAUTORY AUTHORIZATION

El Mirage and Glendale are empowered by Arizona Revised Statutes § 11-951, et. seq., to
enter into this Agreement for the provision of services or for joint or cooperative action.

BACKGROUND

Dysart Road between Peoria Avenue and Northern Parkway is under the jurisdiction of El
Mirage. Dysart Road was identified as a “Road of Regional Significance” in the 1999 Maricopa
Association of Governments (“MAG”) study and currently has one lane in each direction
between Northern Parkway and Peoria Avenue. El Mirage desires to widen this section of
Dysart Road to two through lanes in each direction, including a raised median, bike lanes,
driveways as appropriate and curbs and gutters, all according to MAG standards (collectively,
the “Project”). A portion of the roadway to be improved on Dysart Road is within the jurisdiction
of Glendale.

El Mirage and Glendale would like to move forward with the construction of widening Dysart
Road from Peoria Avenue to Northern Parkway for the safety and benefit of the motoring

public.

Construction of the Project will not commence until the design plans are reviewed, approved
and permitted by both agencies.

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TERMS OF AGREEMENT

5. Responsibilities of the City of El Mirage

5.1 Provide the standards, design plans, specifications, and such other documents
and services required for construction bidding and construction of the Project.

5.2 Call for bids and award the construction contract for the Project. Administer same
and make all payments to the contractor.

5.3. Cause the Project construction contractor and subcontractors to obtain no-fee civil
and building permits from the City of Glendale.

5.4 Cause the Project construction contractor and subcontractors to provide proof of
insurance and name the City of Glendale as an additional insured in accordance
with City of Glendale requirements.

5.5 Be responsible for 100% of the cost for design and construction of the Project
improvements.

5.6 Assume full responsibility and liability for the operation and maintenance of the
Project improvements.

6. Responsibilities of the City of Glendale
6.1 Process no-fee civil and building permits associated with the Project.
6.2. Allow El Mirage to utilize its Civil Construction Inspectors for Project construction

oversight.
6.3. Review traffic control plans without fees to El Mirage or its
contractors/subcontractors regarding the Project.

GENERAL TERMS AND CONDITIONS

7. By entering into this Agreement, the Parties agree that to the extent permitted by law,
each Party will indemnify, defend and hold the other Party harmless, including any of the
Parties’ respective 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.

8. Each Party agrees that project and maintenance work within the adjacent community shall
be coordinated by staff in good faith with no fees relative to these specific improvements.

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10.

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This Agreement shall be subject to the conflict of interest provisions of A.R.S. Section 38-
511.

The Parties warrant that they are in compliance with A.R.S. Section 41-4401 and further
acknowledge that:

10.1 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 (3) years, whichever is longer.

10.2 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.

10.3. 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.

10.4 Nothing in this Agreement shall make any contractor or subcontractor an agent or
employee of the Parties to this Agreement.

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.

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.

All notices required under this agreement to be given in writing shall be sent to:
El Mirage: City of El Mirage

Attn: Jorge Gastelum, City Engineer
10000 N. El Mirage Road

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14.

15.

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El Mirage, AZ 85335

Glendale: City of Glendale
Attn: David D. Beard, City Engineer
5850 W. Glendale Avenue
Glendale, AZ 85301

All notices required or permitted by this Agreement or applicable law shall be in writing
and maybe 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.

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.

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.

Any funding provided for in this Agreement, other than in the current fiscal year, is
contingent upon being budgeted and appropriated by the El Mirage 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.

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.

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.

The waiver by any Party of any right granted to it under this Agreement is not a waiver of

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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.

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.

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.

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.

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.

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.

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.

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.

This Agreement shall be governed by the laws of the State of Arizona.

The Parties acknowledge and agree that this Agreement in no way has any effect on the

municipal boundaries of either city and does not affect Glendale’s strip annexation
boundaries.

END OF AGREEMENT — SIGNATURES ON THE FOLLOWING PAGE

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IN WITNESS WHEREOF, the Parties have executed this Agreement.

CITY OF EL MIRAGE

Recommended by:

J. Crystal Dyches Date
City Manager

Approved and Accepted by:

Alexis A. Hermosillo, Mayor Date

Attest by:

Sharon Antes Date
City Clerk

CITY OF GLENDALE

Recommended by:

Kevin R. Phelps Date
City Manager

Approved and Accepted by:

Jerry Weiers, Mayor Date
Attest by:
Julie K. Bower Date
City Clerk

Attorney Determination: By signing below | am attesting that this Agreement is in proper form
and is within the powers and authority granted under the laws of this state to the public agency

that | represent.

Justin Pierce Date
City Attorney

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Michael D. Bailey Date
City Attorney