2020-11-09 - DEDICATION-ANNEXATION MASTER AGREEMENT - JT-CM SIGNED.PDF

DocuSign Envelope ID: E7085916-7B95-4C04-A1D9-B3CC9F48873B

INTERGOVERNMENTAL AGREEMENT
BETWEEN MARICOPA COUNTY AND THE CITY OF GLENDALE
MASTER AGREEMENT FOR DEDICATION AND ANNEXATION

(C-64-21- -X-00)

This Intergovernmental Agreement (Master Agreement) is between the County of
Maricopa, a political subdivision of the State (County), and the City of Glendale, a
municipal corporation (City). The County and the City are collectively referred to as the
Parties or individually as a Party.

This Agreement shall become effective as of the date it is approved by the Maricopa
County Board of Supervisors.

STATUTORY AUTHORIZATION

i. The County is authorized, pursuant to A.R.S. Section 11-251 and Sections 28-
6701 et. seq., to lay out, maintain, control and manage public roads within the
County.

2. Public agencies are authorized, pursuant to A.R.S. Section 11-951 et. seq., to
enter into Intergovernmental Agreements for the provision of services or for joint
or cooperative action.

3. The City is authorized, pursuant to A.R.S. Section 9-240 and Sections 9-276 et.
seq., to lay out and establish, regulate and improve streets within the City and to
enter into this Agreement.

DURATION

4. This Agreement shall become effective as of the date it is approved by the
governing bodies of the Parties and remain in full force and effect until it is
terminated by either Party unless terminated under paragraph 14. Any Party may
terminate this Agreement for any reason upon furnishing the other Party with a
written notice at least thirty (30) days prior to the effective termination date.

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BACKGROUND

5. Development is occurring in unincorporated Maricopa County adjacent to
roadways within the City. To provide for future roadway expansion, the City needs
to have the developments dedicate additional right-of-way to the County at the time
their onsite development plans are approved by the County Planning and
Development Department. The City will then annex the dedicated right-of-way. The
offsite development plans (improvements within future City right-of-way), shall be
reviewed and approved by the City to ensure conformance with City design and
construction standards.

PURPOSE OF THE AGREEMENT

6. The purpose of this Agreement is to establish procedures to authorize the County
Transportation Director, or their designee, and the City Manager, or their designee,
to enter into a separate Letter of Agreement (LOA) for each development’s
dedication of right-of-way as they occur.

TERMS OF THE LOA

7. Each LOA will describe the development and the amount of right-of-way to be
dedicated.

8. Each LOA will provide that the City shall assume all responsibility and liability for
the design, permitting, construction, inspection, operation, maintenance, and
repair of all improvements within the dedicated right-of-way while the area remains
under County jurisdiction until the annexation has been completed.

GENERAL TERMS AND CONDITIONS

9. To the extent permitted by law, each Party will indemnify, defend and save the
other Parties harmless, including any of the Parties’ 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

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damages which are the subject of this indemnity shall include costs, expenses of
litigation and reasonable attorney's fees.

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

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:

Maricopa County Department of Transportation
Attn: Intergovernmental Relations Branch

2901 W. Durango Street

Phoenix, Arizona 85009

City of Glendale

Attn: City Manager

5850 West Glendale Avenue
Glendale, AZ 85301

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

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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.

Any funding provided for in this Agreement, other than in the current fiscal year, is
contingent upon being budgeted and appropriated by the Maricopa County Board
of Supervisors and the Glendale 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.

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.

Section or 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

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instrument. Faxed, copied and scanned signatures are acceptable as original
signatures.

23. 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.

24. The venue for any claim arising out of or in any way related to this Agreement shall
be Maricopa County, Arizona.

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

End of Agreement - Signature Page Follows

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IN WITNESS WHEREOF, the Parties have executed this Agreement.

CITY OF GLENDALE

Approved and Accepted by:

Jerry Weiers Date
Mayor

Attest by:

City Clerk 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.

City Attorney Date

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IN WITNESS WHEREOF, the Parties have executed this Agreement.

MARICOPA COUNTY
Recommended by:
DocuSigned by:
Jennifer Tolle 10/29/2020
89E8452A6BB80459...
Jennifer Toth, P.E. Date

Transportation Director

Approved and Accepted by:

Clint Hickman, 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:

ft YwBuude 11/5/2020
Deputy County Attorney Date

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