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DocuSign Envelope ID: C3CE4B78-F6C1-40B3-8B60-53A7CC2A2C 14 INTERGOVERNMENTAL AGREEMENT BETWEEN MARICOPA COUNTY AND THE CITY OF SURPRISE FOR THE INSTALLATION OF TRAFFIC SIGNALS ON SUN VALLEY PARKWAY AT 227 AND 219! AVENUES (C-64-23-___ -X-00) This Intergovernmental Agreement (Agreement) is between the County of Maricopa, a political subdivision of the State of Arizona (County), and the City of Surprise, a municipal corporation (City). The County and City are collectively referred to as the Parties or individually as a Party. STATUTORY AUTHORIZATION 1, The County is authorized, pursuant to Arizona Revised Statutes (A.R.S.) § 11-251 and §§ 28-6701 et. seq., to lay out, maintain, control and manage public roads within the County. 2, The City is authorized, pursuant to A.R.S. § 9-240 and §§ 9-276 et. seq., to lay out and establish, regulate and improve streets within the City and to enter into this Agreement. 3. Public agencies are authorized, pursuant to A.R.S. §§ 11-951 et. seg., to enter into Intergovernmental Agreements for the provision of services or for joint or cooperative action. BACKGROUND 4. The intersection of Sun Valley Parkway at 227" Avenue currently does not exist and the intersection of Sun Valley Parkway and 219" Avenue exists as an unsignalized three-leg T-intersections with stop control. 5. Sun Valley Parkway is operated by the County. 227" Avenue and 219" Avenue are operated by the City. 6. Under an in-lieu agreement with the City, Mesquite Mountain Ranch Investments, LLC (Developer) provided funding to the City for the installation of traffic signals on Sun Valley Parkway at 227" Avenue and 219" Avenue (Project). ts The Developer will install signage at the intersection of 227" Avenue to create an unsignalized three-leg T-intersections with stop control upon the start of construction. 8. The construction of the traffic signal at 219" Ave shall be built following the completion of 300 homes. 9. The construction of the traffic signal at 227" Ave shall be built following the completion of 650 total homes. DocuSign Envelope ID: C3CE4B78-F6C1-40B3-8B60-53A7CC2A2C 14 10. 11. 12. 13. 14. The County has also identified a need for fire preemption equipment to be installed as part of the Project. The County will not financially participate in Project enhancements, including but not limited to landscaping, irrigation, street lighting, visual mitigation, decorative pavers, street furniture and any other items inconsistent with the County's Roadway Design Manual, unless otherwise specifically identified in this Agreement. PURPOSE OF THE AGREEMENT The purpose of this Agreement is to identify and define the responsibilities of the County and City for the Project, including but not limited to operation and maintenance of the traffic signals. TERMS OF THE AGREEMENT Responsibilities of the County: 13.1. The County shall provide comments to the City within fifteen (15) working days of receipt of the design plans from the City. 13.2 The County shall issue no-cost permits to the City for any necessary Project related work performed within the County. 13.3. The County shall participate with the City in the substantial completion, final inspection, and acceptance of the Project. 13.4 The County shall assume full responsibility for the operation and maintenance of the traffic signals as part of the Project. Responsibilities of the City: 14.1. The City shall act as the lead agency for all aspects of the Project, including but not limited to design, environmental clearance, right-of-way acquisition, and construction. 14.2 The City shall design and construct the Project to County standards. 14.3 The City shall provide the County with copies of design plans for review and comment. 14.4 The City shall apply to the County for no-cost permits for any necessary Project related work performed within County jurisdiction. 14.5 The City shall ensure the fire preemption equipment is compatible with the County traffic signals and controllers. DocuSign Envelope ID: C3CE4B78-F6C1-40B3-8B60-53A7CC2A2C14 15. 16. 17. 18. 19. 14.6 The City shall provide, at its expense, all parts for the installation of the traffic signals and initial startup cost for electrical power costs associated with the operation of the signalized intersections. GENERAL TERMS AND CONDITIONS To the extent permitted by law, each Party will indemnify, defend and save the other Party harmless, including any of the Party's departments, agencies, officers, employees, elected officials or agents, from and against all liability, loss, expense, damage or claim of any nature whatsoever which is caused by any activity, condition or event arising out of the performance or nonperformance by the indemnifying Party of any of the provisions of this Agreement, including but not limited to injuries or death of persons or damages to or destruction of property. 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. This Agreement shall become effective as of the date it is executed by all the governing bodies of the Parties and shall remain in full force and effect until all stipulations previously indicated have been satisfied. This Agreement may be amended only upon written Agreement by all Parties. This Agreement is subject to the provisions of A.R.S. § 38-511. The Parties warrant that they are in compliance with A.R.S. § 41-4401 and further acknowledge that: 19.1. 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. § 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. 19.2 Any breach of the warranty shall be deemed a material breach of this agreement of which breaching party may be liable for penalties including termination of the agreement. 19.3 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. 19.4 Nothing in this Agreement shall make any contractor or subcontractor an agent or employee of the Parties to this Agreement. DocuSign Envelope ID: C3CE4B78-F6C1-40B3-8B60-53A7CC2A2C 14 20. 21. 22. 23. 24. Any contractor or subcontractor who engages in for-profit activity and has 10 or more employees, if the value of the contract is a minimum of $1,000,000, certify it is not currently engaged in, and agrees for the duration of this Agreement to not engage in, a boycott of goods or services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842. Each Party warrants and certifies that no contractor or vendor under contract with the Party to provide goods or services toward the accomplishment of the objectives of this Agreement currently has, and for the duration of the contract will not, use: 21.1 The forced labor of ethnic Uyghurs in the People's Republic of China. 21.2 Any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China. 21.3 Any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China If any Party becomes aware during the term of the Agreement that any contractor or vendor is not in compliance with this paragraph, the Party shall notify the other Party within five business days after becoming aware of the noncompliance. Failure of the Party to provide a written certification that the contractor or vendor has remedied the noncompliance within one hundred eighty (180) days after notifying the public entity of its noncompliance, this Agreement shall terminate unless the Term of this Agreement shall end prior to said one hundred eighty (180) day period. It shall be a material breach of this Agreement for a Party to fail to observe or perform any of the material covenants, conditions or provisions of this Agreement, where such failure shall continue for a period of thirty (30) days after the non-defaulting Party provides the defaulting Party with written notice of such failure; 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. The total aggregate cure period shall not exceed ninety (90) days unless the Parties otherwise agree in writing. In the event of Default, the non-defaulting Party, at its option, may terminate this Agreement without waiving any available remedies at law or in equity. All notices required under this agreement to be given in writing shall be sent to: Maricopa County Department of Transportation Attn: Intergovernmental Relations Branch 2901 W. Durango Street Phoenix, Arizona 85009 City of Surprise Attn: City Manager 16000 North Civic Center Plaza Surprise, Arizona 85374 DocuSign Envelope ID: C3CE4B78-F6C1-40B3-8B60-53A7CC2A2C14 25. 26. 27. 28. 29. 30. 31. 32. 33. Either Party may by written notice to the other specify a different address for notice. 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 or certified mail or U.S. Postal Service Express Mail, with postage prepaid, or by commercial delivery service performed with receipt. Any notice sent by 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 delivery service that guarantees next day delivery shall be deemed given 24 hours after delivery of the notice to the Postal Service or courier for delivery. Any funding provided for in this Agreement, other than in the current fiscal year, is contingent upon being budgeted and appropriated by the governing bodies of the Parties in such fiscal year. 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. 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. 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. 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. Electric signatures are acceptable as original signatures. The Parties will 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 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. End of Agreement - Signature Page Follows DocuSign Envelope ID: C3CE4B78-F6C1-40B3-8B60-53A7CC2A2C14 IN WITNESS WHEREOF, the Parties have executed this Agreement. CITY OF SURPRISE Recommended by: b 6 i _f 6 -Pb- 7092. Bob Wingenroth Date City Manager Approved and Accepted by: (Le YE C jy Howad- Date hie Attest by: VD Qe (Bye Jp H-godo- City Clefh) Date APPROVAL OF CITY ATTORNEY The foregoing Agreement has been reviewed pursuant to A.R.S. § 11-952, as amended, by undersigned Counsel, who has determined that it is in proper form and within the powers and authority granted to the City under the laws of the State of Arizona. ‘] A, Sh City/Attorney DocuSign Envelope ID: C3CE4B78-F6C1-40B3-8B60-53A7CC2A2C14 IN WITNESS WHEREOF, the Parties have executed this Agreement. MARICOPA COUNTY Recommended by: DocuSigned by: Juunifer Tolle 9/19/2022 Jennifer Toth, P.E. Date Transportation Director Approved and Accepted by: Chairman Date Board of Supervisors Attest by: Clerk of the Board Date APPROVAL OF DEPUTY COUNTY ATTORNEY The foregoing Agreement has been reviewed pursuant to A.R.S. § 11-952, as amended, by the undersigned Deputy County Attorney, who has determined that it is in proper form and within the powers and authority granted to the Board of Supervisors under the laws of the State of Arizona. DocuSigned by: Wayre Peck 9/19/2022 Deputy County Attorney Date