Joint Project Agreement

City of Glendale — Regular Meeting (2021-11-09)

Extracted text (via pymupdf) 19825 characters

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ADOT CAR No.: JPA 21-0008213-I
AG Contract No.: P001 2021 000979
Project Location/Name: Loop 101 and
Northern Parkway
Type of Work: Ramp Construction
Federal-aid No.: MMA-0(281)D
ADOT Project No.: T0233
CFDA No.: 20.205 - Highway Planning and
Construction

JOINT PROJECT AGREEMENT

BETWEEN
THE STATE OF ARIZONA,
THE COUNTY OF MARICOPA,
THOMPSON THRIFT,
AND
THE CITY OF GLENDALE

THIS AGREEMENT (“Agreement”) is entered into this date ________________________________, pursuant
to the Arizona Revised Statutes (“A.R.S.”) §§ 11-951 through 11-954, as amended, between the
STATE OF ARIZONA, acting by and through its DEPARTMENT OF TRANSPORTATION (the “State” or
“ADOT”) and the COUNTY OF MARICOPA, acting by and through its BOARD OF SUPERVISORS, a
political subdivision of the State, (the “County”), TTRG GLENDALE 101 NORTHERN AZ, LLC, a
Delaware limited liability company, (the “Developer”) and the CITY OF GLENDALE, acting by and
through its MAYOR and City Council (the City). The State, the County, the Developer, and the City
are each individually referred to as a “Party” and are collectively referred to as the “Parties.”

I.
RECITALS

1. The State is empowered by A.R.S. § 28-363 to enter into this Agreement and has delegated
to the undersigned the authority to execute this Agreement on behalf of the State.

2. The County is empowered by A.R.S. § 11-251, 11-952, and 28-670 to enter into this
Agreement and has resolved to enter into this Agreement and has authorized the
undersigned to execute this Agreement on behalf of the County.

3. The County will design and construct capacity improvements along Northern Parkway,
these improvements include reconstructing the Loop 101 interchange into a diverging
diamond interchange, the “County’s Project”. The County’s Project will also reconstruct the
Loop 101 ramps to the mainline connection, widening the north and south legs of each
intersection. As part of the County’s Project, the Developer has requested the design and
construction of a frontage road extending from the Southbound Loop 101 on-ramp within
ADOT right of way to the Developer’s property the “Developer’s Project”, as shown in
Exhibits A and B. The Developer will be responsible for all costs associated with the design
and construction of the Developer’s Project (including but not limited to, construction
engineering and administration (CE) and construction contingencies), shown in Exhibit C.
The State will maintain access control on the frontage road as shown in Exhibits A and B.
The City will maintain the area adjacent to the ramp as shown in Exhibit A.

THEREFORE, the Recitals set forth above are incorporated into this Agreement and in
consideration of the mutual terms expressed herein, it is agreed as follows:

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II. SCOPE OF WORK

1. The Parties agree:

a. The State and the County will enter into a separate agreement that will define each
Party’s responsibilities for the County’s Project.

b. The Developer’s Project will be performed, completed, accepted, and paid for in
accordance with the requirements of the Developer’s Project plans and specifications.

c. The Developer will be responsible for any and all actual costs associated with or arising
out of the Developer’s Project as set forth in this Agreement.

d. The Developer will be responsible for all Liabilities (defined below) for any Claim
(defined below).

e. The State will retain access control as depicted in Exhibits A and B.

f.
The cost estimate, as shown on Exhibit C, reflects the Developer’s Project costs as
agreed to by the Parties. The Parties acknowledge that the costs may change and agree
to amend the cost estimate to reflect actual Developer’s Project costs. Such approved
changes will not necessitate a formal amendment and automatically will be
incorporated into this Agreement.

2. The State will:

a. Coordinate discussions between the County and the Developer to ensure the
Developer’s Project is constructed to design requirements approved and agreed to by
the State.

b. Review design plans, specifications, cost estimates and other such documents required
for the construction bidding and construction of the Developer’s Project, including
scoping/design plans and documents; provide design review comments to the County as
appropriate.

c. Issue, in accordance with the established procedures of the State’s Central District
Permit Office, a permit for the initial construction of the Developer’s Project, separate
permits for related pre-construction activities (such as potholing, utility work, survey
etc.), and a permit on a yearly basis for routine maintenance and emergency work.
Routine maintenance and emergency work will be defined within the permit. Permits
will be issued when appropriate insurance documents are provided as required by
ADOT Risk Management.
3. The County will:
a. After this Agreement is executed, invoice the Developer for the costs associated with the
Developer’s Project, shown in Exhibit C and estimated at $87,863.00. After the
Developer’s Project costs are finalized, invoice or reimburse the Developer for the
difference between estimated and actual costs of the Developer’s Project.

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b. After receipt of the estimated Developer’s Project costs, prepare and provide the design
plans, specifications and other such documents and services required for the
construction bidding and construction of the County’s Project, which includes the
Developer’s Project, and incorporate comments from the Developer and the State, as
appropriate.
c. Enter into an agreement with the design consultant that states that the design
consultant will provide professional post-design services as required and requested
throughout and at completion of the construction phase of the County’s Project. After
final acceptance of the County’s Project, provide an electronic version of the record
drawings to the ADOT Project Manager.
d. Submit an encroachment permit application with all required documentation to the
State’s Central District Permit Office for the initial construction of the County’s Project,
separate encroachment permit applications for related pre-construction activities as
needed, and an encroachment permit application for routine maintenance and
emergency work, as applicable.
e. Provide appropriate insurance with each encroachment permit once, then annually for
the maintenance and emergency work, to keep that permit valid. Notify the State’s
Central District Permit Office of any emergency maintenance work affecting the State
right of way. Submit an encroachment permit application for any new construction or
installation.
f.
Notify the State and the Developer of completion and final acceptance of the County’s
Project; coordinate with the Parties and turn over full responsibility of the County’s
Project improvements to the Party to receive them, as applicable.
4. The Developer will:
a. After this Agreement is executed, provide a copy of the Developer’s W-9 Form to the
County for invoicing purposes.
b. Within 30 days of receipt of an invoice from the County, pay to the County $87,863.00,
the estimated costs associated with the Developer’s Project, and shown in Exhibit C.
Agree to be responsible for actual Developer’s Project costs, if costs exceed the initial
estimate. Be responsible for and pay the difference between the estimated and actual
Developer’s Project costs within 30 days of receipt of an invoice.
c. Review the design documents required for construction of the Developer’s Project and
provide comments to the Parties within ten (10) working days of receipt.

d. Be responsible for all costs incurred in performing and accomplishing the work as set
forth under this Agreement for the Developer’s Project; payment for these costs shall be
made within 30 days of receipt of an invoice from the County.
e. Not place any traffic slowing devices on the frontage road within the State access
control limits identified in Exhibits A and B.
f. Be responsible for the cost of removal or conversion of the Developer’s Project should
the Developer fail to maintain or cause to be maintained the Developer’s Project
improvements.

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5. The City will:
a. Be responsible for all maintenance and rehabilitation of all features and surfaces of the
areas depicted in Exhibit A. The defined areas include street surfaces, shoulders, curbs,
sidewalks, and surface drainage features feeding into the State’s drainage system.
Maintenance of the defined areas will include but not be limited to such activities as:
graffiti removal, litter, and trash removal, weed control, sweeping, crack sealing,
removal of non-hazardous and hazardous spills, routine maintenance of signing,
pavement markings, repair of potholes leveling, grinding, and/or patching of asphalt
concrete pavement with premix, seal coating and/or flush coating of oxidized pavement.
b. Be responsible for maintaining the signs on the frontage road, with the exception of
overhead signing or signs over 16 square feet.
c. Be responsible for the maintenance of all internally illuminated signs on the frontage
road.
d. Be responsible for maintenance of drainage basins and catch basins (including vector
control), consistent with City maintenance and operations levels.
e. Be responsible for maintaining all longitudinal lines (such as lane lines, edge lines, etc.)
and median noses on the frontage road using paint, thermoplastic, tape or other materials
consistent with City of Glendale standards.
f.
Notify the State’s Traffic Operations Center immediately of any Hazardous Material
Incidents occurring within the areas of State-owned rights-of-way.
g. Maintain, at no cost per established procedures of the State's Central District Permit
Office, a valid annual blanket encroachment permit for the maintenance and emergency
maintenance work provided by the City within the State's rights-of-way. Any new
construction or installation shall require a separate permit as per the State’s Central
District's established procedures, which may be obtained through the State’s Central
District Permit Office referenced herein. Request renewal 30 days prior to the end of
the term and provide insurance coverage documentation.
h. Comply with the latest edition Manual on Uniform Traffic Control Devices (MUTCD)
published by the Federal Highway Administration (FHWA) and adopted by ADOT, as per
Arizona Revised Statues § 28-641, when performing any work under this Agreement.
Traffic Control plans will be reviewed and/or approved by and through the State’s
Central District Permits Office.
i.
Not place any traffic slowing devices on the frontage road within the State access
control limits identified in Exhibit A.
III. MISCELLANEOUS PROVISIONS

1. This Agreement shall become effective upon signing and dating of the Determination Letter
by the State’s Attorney General.

2. Any change or modification to the Developer’s Project will only occur with the mutual
written consent of all the Parties.

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3. The terms, conditions and provisions of this Agreement shall remain in full force and effect
until completion of the Developer’s Project and all related deposits and/or reimbursements
are made. Any provisions for maintenance shall be perpetual, unless assumed by another
competent entity.

4. This Agreement may be cancelled at any time up to 30 days before the award of the
County’s Project contract, as long as the cancelling Party provides at least 30 days’ prior
written notice to the other Parties. It is understood and agreed that, in the event the
Developer terminates this Agreement, the Developer shall be responsible for all costs for
which the Developer is responsible under the terms of this Agreement incurred by the
County up to the time of termination. It is further understood and agreed that in the event
the Developer terminates this Agreement, the State shall in no way be obligated to complete
or maintain the Developer’s Project.

5. To the extent permitted by law, the Developer shall indemnify, defend, save, and hold
harmless the Indemnitees from any Liabilities and Costs related to any Claim,
regardless of whether there is fault on the part of the Developer, the Indemnitees, or
third parties, with the sole exception that this indemnity does not apply to any Claim to
the extent caused by the negligence, recklessness or intentional wrongful conduct of
the Indemnitees.

For the purpose of this indemnity clause,
(a)
“Indemnitees” means the State, and any of its departments, agencies,
employees, officers, agents, and contractors.
(b)
“Claim” means any claim, demand, lawsuit, administrative proceeding,
or action of any kind related to alleged damage to person or property;
arising in whole or in part by the actions or inactions of the responsible
Party and out of the existence, the construction, or operation of the
Developer’s Project.
(c)
“Liabilities” mean all damages, costs to repair and any and all
obligations of a Party set forth in this Agreement.
(d)
“Costs” includes all expenses that are incurred in relation to a Claim,
including but not limited to defense costs, attorneys, witnesses, expert
witness fees, and litigation related expenses.

6. The Parties acknowledge and will comply with Title VI of the Civil Rights Act Of 1964.

7. This Agreement shall be governed by and construed in accordance with Arizona laws.

8. This Agreement may be cancelled in accordance with A.R.S. § 38-511.

9. To the extent applicable under law, the provisions set forth in A.R.S. §§ 35-214 and 35-215
shall apply to this Agreement.

10. This Agreement is subject to all applicable provisions of the Americans with Disabilities Act
(Public Law 101-336, 42 U.S.C. 12101-12213) and all applicable Federal regulations under
the Act, including 28 CFR Parts 35 and 36. The Parties to this Agreement shall comply with
Executive Order Number 2009-09 issued by the Governor of the State of Arizona and
incorporated by reference regarding “Non-Discrimination.”

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11. Non-Availability of Funds: Every obligation of the State under this Agreement is conditioned
upon the availability of funds appropriated or allocated for the fulfillment of such
obligations. If funds are not allocated and available for the continuance of this Agreement,
this Agreement may be terminated by the State at the end of the period for which the funds
are available. No liability shall accrue to the State in the event this provision is exercised,
and the State shall not be obligated or liable for any future payments as a result of
termination under this paragraph.

12. In the event any controversy arises out of this Agreement, the Parties agree to abide by
arbitration as is set forth for public works contracts if required by A.R.S. § 12-1518.

13. The Parties shall comply with the applicable requirements of A.R.S. § 41-4401.

14. The Parties shall certify that all contractors comply with the applicable requirements of
A.R.S. §35-393.01.

15. The Parties shall comply with all applicable laws, rules, regulations and ordinances, as may
be amended.

16. All notices or demands upon any Party to this Agreement shall be in writing and shall be
delivered electronically, in person, or sent by mail, addressed as follows:

For Agreement Administration:

STATE:
Arizona Department of Transportation
Joint Project Agreement Section
205 S. 17th Avenue, Mail Drop 637E
Phoenix, AZ 85007
JPABranch@azdot.gov

For Project Administration:
STATE:
Arizona Department of Transportation

COUNTY:
Maricopa County
Attn: Intergovernmental
2901 West Durango Street
Phoenix, AZ 85009
602.506.8674

DEVELOPER:
TTRG Glendale 101 Northern AZ, LLC
Attn: Andrew Call
VP Development Management -
Southwest Region
2398 E Camelback Rd, Suite 210,
Phoenix, AZ 85016
602.313.8633

CITY:
City of Glendale
Attn:

COUNTY:
Maricopa County
Attn: Intergovernmental
2901 West Durango Street
Phoenix, AZ 85009
602.506.8674

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For Financial Administration:
STATE:
Arizona Department of Transportation

DEVELOPER:
Thompson Thrift
Attn: Andrew Call - VP Development
Management - Southwest Region
2398 E Camelback Rd, Suite 210,
Phoenix, AZ 85016
602.313.8633

CITY:
City of Glendale
Attn:

COUNTY:
Maricopa County
Attn: Intergovernmental
2901 West Durango Street
Phoenix, AZ 85009
602.506.8674

DEVELOPER:
TTRG Glendale 101 Northern AZ, LLC
Attn: Andrew Call
VP Development Management -
Southwest Region
2398 E Camelback Rd, Suite 210,
Phoenix, AZ 85016
602.313.8633

CITY:
City of Glendale
Attn:

17. Any revisions to the names and addresses above may be updated administratively by either
Party and shall be in writing.

18. In accordance with A.R.S. § 11-952 (D), attached and incorporated in this Agreement is the
written determination of each Party’s legal counsel that the Parties are authorized under the
laws of this State to enter into this Agreement and that the Agreement is in proper form.

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IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year first above
written.
TTRG Glendale 101 Northern AZ, LLC
a Delaware limited liability company

By ______________________________
Paul M. Thrift, Manager

STATE OF ARIZONA
Department of Transportation