IGA with City of Phoenix

AGREEMENT NO.
INTERGOVERNMENTAL AGREEMENT BETWEEN CITY OF PHOENIX AND THE
CITY OF GLENDALE FOR THE INSTALLATION, OPERATION, AND MAINTENANCE
OF TRAFFIC SIGNAL ON 51ST AVENUE AND UNION HILLS DRIVE
CIP ST89340644 (POSITIVE OFFSETS WITH FLASHING YELLOW ARROWS)
This Intergovernmental Agreement (“Agreement”) is entered into as of          
              , 2024 (“Effective Date”), by and between the CITY OF PHOENIX
(“Phoenix”), an Arizona municipal corporation, and the CITY OF GLENDALE
(“Glendale”), an Arizona municipal corporation. Phoenix and Glendale are sometimes
referred to collectively as “Parties” and individually as a “Party.”
RECITALS
A.
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.
B.
ARIZ. REV. STAT. § 11-952(A) provides that public agencies may enter into
intergovernmental agreements for the provision of services or for joint/cooperative actions.
C.
PURPOSE OF THE AGREEMENT
The purpose of this Intergovernmental Agreement is to identify and define the design,
construction, maintenance, and funding responsibilities of the Parties for the
construction of an upgraded traffic signal at 51st  Avenue and Union Hills Drive, which
is part of a project to install positive offsets with flashing yellow arrows at five
locations throughout the city, City of Phoenix Project number ST89340644 (“the
Project” herein referred to as the PROJECT.
The PROJECT scope includes, but are not limited to, permitting, design,
construction, construction management and the perpetual maintenance of an
upgraded traffic signal system.
D.
Background of Agreement:
a. 51st Avenue and Union Hills Drive lies within Phoenix city municipal limits.
The Phoenix area of maintenance responsibility is limited to the back of
curb on the west side of the roadway and includes the traffic signal
equipment and operation of the signalized intersection.
b. 51st Avenue and Union Hills Drive was identified as one intersection in

Phoenix that experiences significant crashes and was included in a project
to add positive offsets with flashing yellow arrows in five locations
throughout Phoenix to improve traffic safety.
c. The PROJECT was determined to be eligible for Highway Safety
Improvement Program (HSIP) funding.  Phoenix secured $2,527,066.00 of
HSIP funding to complete the Project along with providing a local match.
d. The Project is being designed and constructed using Phoenix staff and
their hired consultants.
e. The east, north, and south approaches of the intersection are within the
City of Phoenix municipal boundary.  The west approach of the intersection
is located within the City of Glendale municipal boundary.
f.
All the current traffic signal equipment, within the intersection, is owned
and operated by Phoenix.
g. All future traffic signal equipment withing the intersection will be owned and
operated by Phoenix.
E.
On                                             , 2024 Phoenix’s City Council approved Ordinance
as required by ARIZ. REV. STAT. § 11-952(F) which authorizes the City Manager to
enter into this Agreement.
F.
The Parties understand the terms of this Agreement having negotiated it freely with
sufficient time and opportunity to consult with an attorney and now enter into it
voluntarily.
Now, therefore, for good and valuable consideration, Phoenix and Glendale agree as
follows:
AGREEMENT
I. Responsibilities
1.
Definitions: The defined terms under this Agreement are as follows:
1.1
“Project” means construction of upgraded traffic signal equipment
which includes geometric changes to add a positive offset with flashing
yellow arrows at five locations throughout the City of Phoenix as
defined in project documents for City of Phoenix project number
ST89340644.

2.
Phoenix’s Responsibilities. Phoenix’s responsibilities under this Agreement are as
follows:
2.1
Phoenix shall act as the lead agency for all aspects of the Project,
including, but not limited to, funding, design, environmental clearance,
utility coordination, right-of-way clearance, permit acquisition/fees,
bidding, and construction.
2.2
Phoenix shall design and construct the Project located within the City
of Phoenix limits to Phoenix Supplements and MAG Uniform Standard
Specifications and Details for Public Works Construction.
2.3
Phoenix shall design and construct the Project located within the City
of Glendale limits to Phoenix Supplements and MAG Uniform Standard
Specifications and Details for Public Works Construction.
2.4
Phoenix shall provide Glendale with copies of design plans for review,
comment, and approval of the design of the traffic signal equipment
within Glendale.
2.5
Phoenix shall be solely responsible for all actual and incurred costs of
the Project, including but not limited to design, environmental
clearance, permit acquisition, utility relocation, and construction.
2.6
Phoenix’s contractor shall not enter another jurisdiction’s Right-of-Way
unless prior authorization is acquired.
2.7
Phoenix will include Glendale to the project close out and address any
concerns/comments that Glendale provides before the project is closed
out.
3.
Glendale’s Responsibilities. Glendale’s responsibilities under this Agreement are
as follows:
3.1
Glendale shall issue to Phoenix no-cost traffic control permits for any
construction, operation, and maintenance work that will impact the
roadway and traffic.
3.2
Glendale shall review and provide comments to Phoenix with ten (10)
working days of receipt of the design plans.
3.3
Glendale shall issue no-cost permits to Phoenix for any necessary
Project-related work performed within Glendale right-of-way.

4.
Notices Between Parties. The Parties deem that any notice that one Party gives,
makes, or sends to any other Party under this Agreement is fully given, made, or sent
when that notice is either: (1) personally delivered, which includes delivering by
recognized courier service (such as Fed Ex and United Parcel Service); or (2)
deposited in the United States by postpaid certified mail, addressed as follows:
4.1
To Phoenix:
City of Phoenix, Street Transportation Department
Attn: Brandy Kelso, P.E., Director
200 West Washington Street, 5th Floor
Phoenix, Arizona 85003-1611
Phone: 602-262-6136
E-mail:  brandy.kelso@phoenix.gov
4.2
To Glendale:
City of Glendale, Transportation Department
Attn: Tony Abbo, P.E., PTOE
6210 W. Myrtle Ave, Suite 112
Glendale, AZ 85301
Phone: (623) 930-2951
E-mail:  tabbo@glendaleaz.com
                  
By written notice, a Party may change its address to which another Party may give, make,
or send a notice.
II. Statutory Requirements
5.
Duration – A.R.S. § 11-952(B)(1). This Agreement will expire 30 years from its
Effective Date (above).  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.
6.
Purpose – A.R.S. § 11-952(B)(2). Phoenix and Glendale enter into this agreement
to jointly procure the scope of work provided in § I above. This work will serve to
install streetlights in 14 locations within the City of Phoenix and the City of Glendale.
7.
Termination – A.R.S. § 11-952(B)(4). This Agreement will terminate upon the
earliest occurrence of any of the following:

7.1
The Agreement reaches the end of its term.
7.2
Phoenix completes—and Glendale accepts—all services set forth in
the Scope of Work (“Services”), defined within the Phoenix Project
files and incorporated by reference.
7.3
Phoenix or Glendale terminates agreement upon furnishing the other
with a written notice at least 30 days before the effective termination
date, with each Party to bear its own costs and expenses to date of
termination.
III. Standard Terms and Conditions
8.
Recitals and Captions: The Parties acknowledge that recitals set forth above are
true and correct, and are incorporated into this Agreement by reference. The captions
in this Agreement are merely for reference, and not to construe or limit the text.
9.
Governing Law and Jurisdiction. The laws of the State of Arizona will govern this
Agreement. Any citations to a statute in this Agreement refers to the version of that
statute in effect when the Parties execute this Agreement. ARIZ. REV. STAT. §§ 12-133
and 12-1518 may require arbitration of a dispute. Otherwise, the dispute is subject to
the jurisdiction of the Maricopa County Superior Court.
10.
Compliance with Laws. Phoenix and Glendale will comply with all applicable
federal, state, and local laws, ordinances, codes, rules, regulations, and executive
orders, including those governing equal employment opportunity, immigration,
nondiscrimination, and the Americans with Disabilities Act.
11.
Mutual Benefits. In making the promises contained in this Agreement, the Parties
agree that certain benefits and advantages will accrue for each Party by performance
of this Agreement, so they enter this Agreement in reliance on the mutual benefits
afforded each Party.
12.
No Adverse Inference. This Agreement shall not be construed more strongly
against one Party or the other. The Parties to this Agreement had equal access to,
input with respect to, and influence over the provisions of this Agreement.
Accordingly, no rule of construction which requires that any allegedly ambiguous
provision be interpreted more strongly against one Party than the other shall be used
in interpreting this Agreement.
13.
Successors and Assigns. The Parties bind themselves and their successors,
assigns, and legal representatives to this Agreement’s covenants. A Party may not
assign or otherwise transfer its interest in this Agreement without the other Parties’

written consent.
14.
No Agency Created. Nothing in this Agreement: (1) creates any partnership, joint
venture, or agency relationship between the Parties; or (2) gives any right or cause
of action for the benefit of any person, firm, organization, or corporation that is not a
Party here.
15.
No Third-Party Beneficiaries or Agency. Nothing in this Agreement gives any
rights or benefits to anyone but the Parties. All duties and responsibilities undertaken
under this Agreement are for the exclusive benefit of Phoenix and Glendale—and not
any other party. This Agreement does not create a contractual relationship with any
third party or otherwise establish any third-party beneficiaries. No third party may
enforce the terms and conditions of this Agreement.
16.
Contract Cancellation. The Parties acknowledge that this Agreement is subject to
cancellation by the either Party pursuant to the provisions of ARIZ. REV. STAT. § 38-
511.
17.
No Payment of Consideration for Agreement. Phoenix and Glendale warrant that
they have not paid or given—and will not pay or give—any third person any money
or other consideration for obtaining this Agreement.
18.
Entire Agreement. This Agreement expresses the full agreement and
understanding of the Parties, superseding all prior written or oral communications.
19.
Modification. No supplement, modification, or amendment of this Agreement’s
terms are effective unless in writing and signed by the Parties.
20.
Severability. If any provision or application of this Agreement is invalid or illegal, then
the Agreement’s remainder endures unaffected and enforceable to the fullest extent
permitted by law—so long as the severability does not defeat this Agreement’s
fundamental purposes.
21.
Counterparts. The Parties may sign this Agreement in counterparts, and each
counterpart will be effective and enforceable as though it were the original
agreement.
22.
Authority.  Each Party represents and warrants that: (a) the person signing this
Agreement on the Party’s behalf is duly authorized and empowered to enter into and
execute the Agreement; and (b) all persons or entities affiliated with the Party are
bound by the terms of this Agreement.

23.
Default. In the event of default under this Agreement, the non-defaulting Party will
have all rights and remedies available to it at law or in equity. The exercise by any
Party of one or more such rights or remedies will not preclude that Party from
exercising—at a different time—any other rights or remedies for the same default or
any other default by the defaulting Party.
24.
Nonliability of Officials and Employees. In the event of any default or breach by
Phoenix or Glendale, no official or employee of Phoenix or Glendale will be
personally liable for any payments or other obligations due under this Agreement.
25.
No Waiver. A Party may not construe the failure or delay of another Party to
enforce—or require performance of—any of this Agreement’s provisions to be a
waiver of that provision. Such failure or delay will not affect the validity of any part of
this Agreement or the rights of the Parties to enforce every provision.
26.
Additional Documents/Actions. The Parties agree to execute and deliver all
documents and take all actions reasonably necessary to implement and enforce this
Agreement.
IV. Special Terms and Conditions
27.
Indemnity. Each Party (as “Indemnitor”) agrees to indemnify, defend, and hold
harmless the other Party (as “Indemnitee”) from and against any and all claims,
losses, liability, costs, or expenses (including reasonable attorney’s fees)
(hereinafter collectively referred to as “Claims”) arising out of bodily injury of any
person (including death) or property damage, but only to the extent that such Claims
which result in vicarious/derivative liability to the Indemnitee are caused by the act,
omission, negligence, misconduct, or other fault of the Indemnitor, its officers,
officials, agents, employees, or volunteers.
28.
Legal Worker Requirements. Glendale acknowledges that ARIZ. REV. STAT. § 41-
4401 prohibits it from entering a contract for services with anyone who fails—or
whose subcontractors fail—to comply with e-verify requirements under ARIZ. REV.
STAT. § 23-214(A). Glendale warrants its own compliance—and the compliance of
each contractor it uses—with ARIZ. REV. STAT. § 23-214(A) and all federal immigration
laws and regulations that relate to employed personnel. Breach of this warranty is a
material breach of the Agreement, subject to penalties including termination of the
Agreement. Phoenix retains the legal right to inspect the papers of any Glendale or
contractor employee who works under the Agreement to ensure that Glendale is
complying with this warranty.
29.
Audit. Both Phoenix and Glendale reserve the right to audit the other parties’ books,
accounts, reports, files, and other records concerning each parties performance

under this Agreement. All records relating to this Agreement will be subject at all
reasonable times to inspection and audit for five years following this Agreement’s
termination. For that duration, the parties will keep all records pertaining to this
Agreement on a generally accepted accounting basis and produce them at an office
designated upon request.
30.
Legal Worker Requirements. Phoenix acknowledges that ARIZ. REV. STAT. § 41-
4401 prohibits it from entering a contract for services with anyone who fails—or
whose subcontractors fail—to comply with e-verify requirements under ARIZ. REV.
STAT. § 23-214(A). Phoenix warrants its own compliance—and the compliance of
each contractor it uses—with ARIZ. REV. STAT. § 23-214(A) and all federal immigration
laws and regulations that relate to employed personnel. Breach of this warranty is a
material breach of the Agreement, subject to penalties including termination of the
Agreement. Glendale retains the legal right to inspect the papers of any Phoenix or
contractor employee who works under the Agreement to ensure that Phoenix is
complying with this warranty.
31.
Audit. Glendale reserves the right to audit Phoenix’s books, accounts, reports, files,
and other records concerning Phoenix’s performance under this Agreement. All
records relating to this Agreement will be subject at all reasonable times to inspection
and audit by Glendale for five years following this Agreement’s termination. For that
duration, Phoenix will keep all records pertaining to this Agreement on a generally
accepted accounting basis and produce them at an office designated by Glendale
upon request.
[remainder of page intentionally left blank]

In witness whereof, Phoenix and Glendale, having carefully read and reviewed the
foregoing paragraphs, have executed this Agreement to be effective on the date first
written above.
IN WITNESS WHEREOF, the Parties have executed this Agreement.
CITY OF GLENDALE
Recommended by:
_______________________________
Kevin R. 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

CITY OF PHOENIX
Recommended by:
_______________________________
Brandy Kelso, P.E.  
Date
Street Transportation Department Director
  
Approved and Accepted by:
  _____________________________
      Jeffery Barton, City Manager Date
     Attest by:
     _____________________________
                                                                                  Denise Archibald, City Clerk        Date
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.
_________________________
Julie M. Kriegh, City Attorney

INTERGOVERNMENTAL AGREEMENT DETERMINATION
In accordance with the requirements of A.R.S. § 11-952(D), each of the undersigned
attorneys acknowledge: (1) that they have reviewed the above Agreement on behalf of their
respective clients; and (2) that, as to their respective clients only, each attorney has
determined that this Agreement is in proper form and is within the powers and authority
granted under the laws of the State of Arizona.
_______________________________         _________________________________
Julie M. Kriegh, City Attorney
Michael D. Bailey, City Attorney
Attorney for City of Phoenix 
Attorney for City of Glendale

ATTACHMENT A
INTERSECTION IMPROVEMENTS AT 51ST AVENUE & UNION HILLS DRIVE