IGA

City of Glendale — Regular Meeting (2023-08-08)

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WHEN RECORDED RETURN TO:
City of Glendale Transportation Department

INTERGOVERNMENTAL AGREEMENT BETWEEN CITY OF PHOENIX AND THE
CITY OF GLENDALE FOR THE INSTALLATION OF A HAWK SIGNAL

AT CAMELBACK ROAD AND 53° AVENUE

APPROVED BY THE CITY OF GLENDALE COUNCIL

ON THE __ DAY OF __ 2023

DO NOT REMOVE

This is part of the official document

CITY OF GLENDALE TRANSPORTATION DEPARTMENT

Page | of It

INTERGOVERNMENTAL AGREEMENT BETWEEN CITY OF PHOENIX AND THE
CITY OF GLENDALE FOR THE INSTALLATION OF A HAWK SIGNAL

AT CAMELBACK ROAD AND 538” AVENUE
CIPST23016 ($53RD/CAMELBACK NEW HAWK)

This Intergovernmental Agreement (Agreement) is entered into between the City of Glendale, a
municipal corporation (Glendale) and the City of Phoenix, a municipal corporation (Phoenix).
Phoenix and Glendale are collectively referred to as the Parties or individually as the Party.

STATUTORY AUTHORIZATION

The Cities are authorized pursuant to A.R.S. Sections 9-240 and 9-276 to lay out and establish,
regulate and improve streets within the respective Phoenix and Glendale jurisdictions.

PURPOSE OF THE AGREEMENT

The purpose of this Intergovernmental Agreement is to identify and define the responsibilities
of the Parties for the construction of a HAWK signal system in the vicinity of the Camelback
Road and 53" Avenue intersection, herein referred to as the PROJECT,

The PROJECT scope include but are not limited to permitting, construction, construction
management and maintenance of the proposed signal system.

BACKGROUND

The City of Glendale submitted a grant application through the Maricopa Association of
Governments (MAG) Roadway Safety Program (RSP). The City was successful is securing
funding in the amounts of $461,982.00.

The Project will be funded from local and reginal funds through the utilization of the MAG
Transportation Improvement Program (TIP) Roadway Safety Program (RSP) funds.

This Agreement is contingent upon the availability of regional funds through the MAG TIP,
and Glendale local match. Project details are as follows:

6.1. Fiscal Years: FY 2023-FY2024
6.2. Total Project Cost: $569,982
6.3. Funding Sources:

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i Name: Tony Abbo, P.E., PTOE
ii Agency: City of Glendale
iti Phone: (623) 930-2951 Email: tabbo@glendaleaz.com

City of Phoenix

i Name: Simon Ramos, P.E.

ii Agency: City of Phoenix

iii Phone: 602-534-5351 - Email: simon.ramos@phoenix.gov

The Parties agree that it would be beneficial for HAWK Pedestrian Traffic Signal to be
installed at the Camelback Road and 53% Avenue intersection.

TERMS OF THE AGREEMENT

Responsibilities of Glendale:

8.1.

8.2.

8.3.

8.4.

8.5.

8.6.

Glendale shall administer construction of the PROJECT for the duration of the design
and construction phases.

Glendale shall fund the design, and construction of the PROJECT.

Glendale and Phoenix shall provide no-cost permits for construction and traffic control
to the Contractor for any Project-related work that lies within Glendale jurisdiction.

Require the Contractor to apply for and obtain permits for construction and traffic
control from Phoenix for any Project-related work that lies within Phoenix jurisdiction.

Be responsible for the PROJECT plan review, approval, bidding, and construction.

Be responsible for final inspection and acceptance of the PROJECT. Glendale will
obtain concurrence from Phoenix for the Phoenix portion before final acceptance.

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10.

8.7. Glendale’s contractor shall not enter another jurisdiction’s Right-of-Way unless prior
authorization is acquired.

8.8. Own, maintain and operate the proposed HAWK pedestrian signal system on
Camelback Road and 53“ Avenue intersection.

8.9. Pay all utility costs associated with the operations of the proposed HAWK pedestrian
signal system on Camelback Road and 53rd Avenue intersection

Responsibilities of Phoenix:

9.1. Shall assign a representative to review and comment on the proposed design for the
PROJECT.

9.2. Shall provide a letter concurring with the proposed design prior to the letting of the
PROJECT.

9.3. Phoenix shall provide no-cost permits for construction and traffic control to Glendale
for any Project-related work that lies within Phoenix jurisdiction.

9.4. Maintain and pay all utilities associated with the street lighting that is installed as part
of the project on the south side of Camelback Road.

GENERAL TERMS AND CONDITIONS

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 Party's
departments, agencies, officers, employees, elected officials or agents, from and against all
loss, expense, damage or claims (including attorney fees and expenses included) 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 parties 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 include costs, expenses
of litigation and reasonable attorney's fees.

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11.

12.

13.

14.

15.

This Agreement shall become effective as of the date it is approved by all of the Parties 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.

This Agreement shall be subject to the 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:

13.1. 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.

13.2. 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 Agreement.

13.3. 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.

13.4. 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 thereatter 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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16.

17.

18.

19.

20.

21.

All notices required under this Agreement to be given in writing shall be sent to:

City of Glendale

Attn: Transportation Systems Administrator
6210 W. Myrtle Ave.,

Glendale, AZ 85301

City of Phoenix

Attn: Street Transportation Director
200 West Washington Street, 5th Floor
Phoenix, Arizona 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

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 another Party’s roadway, except to the
extent necessary to perform the tasks expressly undertaken pursuant to this Agreement.

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 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

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22.

23.

24.

25,

26.

27.

28.

29.

30.

31.

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 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.

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.

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

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32. Unless otherwise lawfully terminated by the Parties, this Agreement will remain in effect as
long as the HAWK remains operational.

End of Agreement - Signature Page Follows

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IN WITNESS WHEREOF, the Parties have executed this Agreement.

CITY OF GLENDALE

Recommended by:

Kevin Phelps Date

City Manager

Approved and Accepted by:

Jerry P. Weiers Date
Mayor

Attest by:

Julie K. Bower “Date
City Clerk

APPROVAL OF 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 City by its
respective governing body under the laws of the State of Arizona.

Michael Bailey, City Attorney

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CITY OF PHOENIX

Recommended by:

Kini L.E. Knudson, P.E. Date

Street Transportation Department Director

Approved and Accepted by:

Jeffery Barton City Manager _— Date

Attest by:

Clerk of the Council Date

APPROVAL OF CITY ATTORNEY

City Attorney

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