2020-11-09 - SURPRISE - TT0667 - BELL ROAD COMMUNICATIONS ENHANCEMENTS - JT-CM SIGNED.PDF

DocuSign Envelope ID: 936F5A57-D641-4A37-8F 1 B-CCA29E5D03F6

INTERGOVERNMENTAL AGREEMENT
BETWEEN MARICOPA COUNTY AND
THE CITY OF SURPRISE
FOR THE BELL ROAD COMMUNICATION ENHANCEMENTS PROJECT

(TT0667)
MAG #: MMA21-060C
Fed Aid #: MMA-0(285)D
CFDA #: 20.205
TRACS #: T0268 03D/01C

(C-64-21- -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,
(City). The County and the City are collectively referred to as the Parties or
individually as a Party.

STATUTORY AUTHORIZATION

1. | The County is authorized, pursuant to A.R.S. §§11-251 and 28-6701, et seq., to
layout, maintain, control and manage public roads within its respective County, to
acquire and condemn property necessary for such purposes, and to enter into
this Agreement.

2. Public Agencies are authorized, pursuant to A.R.S. § 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.
BACKGROUND

4. The County, acting through the Maricopa County Department of Transportation
(MCDOT), is a co-lead of AZTech, a regional traffic management partnership in
the Phoenix Metropolitan area that guides the application of Intelligent
Transportation System (ITS) technologies for managing regional traffic. Through
AZTech, the Bell Rd Communications Enhancements Project (Project) was
generated.

5. MCDOT applied for Federal CMAQ funding through the Maricopa Association of
Government (MAG) System Management and Operations (SMO) Plan to

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improve the reliability of fiber optic communications and expand communications
bandwidth along Bell Road from State Route 101L (SR-101L) to Litchfield Road
and at existing MCDOT, City of Surprise, and City of Peoria traffic signals.

The Project's purpose is to improve the reliability of communications and expand
communications bandwidth along Bell Road at existing MCDOT, City of Surprise,
and City of Peoria traffic signals. The Project will also address existing damaged
fiber and upgrade the fiber capacity and bandwidth to improve communications
connectivity to City of Surprise and City of Peoria Traffic Management Centers
(TMC’s). In addition, the Project will improve the reliability of this critical portion of
the Regional Community Network (RNC) along Bell Road.

The proposed improvements consist of installing Intelligent Transportation
System infrastructure consisting of replacing existing fiber with new fiber optic
cabling, rehabilitating conduit and pull boxes, and upgrading ethernet switches.
This project will also replace existing backbone ethernet switches at the City of
Surprise and City of Peoria Traffic Management Center’s (TMCs) and install two
new node cabinets along the eight-mile corridor with high bandwidth switches.

This project is a multi-jurisdictional project located within Maricopa County, City
of Peoria, and City of Surprise.

The project is approximately 8 miles along Bell Road from State Route 101 Loop
(SR 101L) to Litchfield Road (7.0 miles) and along Litchfield Road to Statler
Boulevard (0.70 miles) and along Statler Boulevard to the City of Surprise Traffic
Management Center (TMC) (0.03 miles).

9.1 From SR 101L to West of 92nd Avenue (approximately 1,000 feet west
of 92nd Ave) the project is within City of Peoria limits.

9.2 From West of 92nd Avenue to East of 115th Avenue (approximately
1,800 feet east of 115th Ave) is within MCDOT limits.

9.3 From East of 115th Avenue to Litchfield Road and Litchfield Road to
Statler Boulevard the project is within City of Surprise limits.

9.4 The project is also within Arizona Department of Transportation (ADOT)
limits at SR 101L.

This Agreement is contingent upon the Arizona Department of Transportation’s
(ADOT) compliance with the Single Audit Act of 1984 and the availability of
federal funds through the MAG TIP:

10.1. Federal Contract Number: CM-MMA-0(xxx)D
10.2 Catalog of Federal Domestic Assistance (CFDA) Number: CFDA# 20.xxx
10.3 Fiscal Years: FY 2021
10.4. Total Project Cost: $966,208

10.4.1 Total Construction Cost: $862,708

10.4.2 Total Design Cost: $93,500

10.4.3 Total Review Fee: $10,000

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10.5 Federal Obligation Award: $813,534
10.6 Funding Sources:

i. $813,534 Federal Highway Administration (FHWA)
Congestion Mitigation and Air Quality Funds
(CMAQ)

ii. $152,674 Local Match (5.7%) $49,174 Highway User
Revenue Funds (HURF) and local revenues,
$93,500 Total Project Design Cost and
$10,0000 ADOT Review Fee _ distributed
proportionally between the participating
agencies as follows:

1. Maricopa County 33.7% $51,451
2. City of Peoria 19.6% $29,924

3. City of Surprise 46.7% $71,299

10.7 Project Contact Information:
i. Name: Lydia Warnick, Project Manager
ii. Agency: Maricopa County Department of Transportation
iii. Phone: 602-506-8623
iv. Email: Lydia. Warnick@maricopa.gov

PURPOSE OF THE AGREEMENT

11. The purposes of this Agreement are to identify the roles and responsibilities or
the Parties with respect to the Project and define the cost sharing of the local
match for the Project.

TERMS OF THE AGREEMENT

12. The County shall:

12.1 Be the lead agency on all construction and construction management,
and shall provide certification of right-of-way with the assistance of the
City.

12.2 Request from the City any necessary right-of-way, utility and
environmental clearance background information.

12.3 Provide design and installation documents to the City for review in a
timely manner.

12.4 Apply for no-cost permits for Project work within the City boundaries.

12.5 Notify and work with the appropriate City staff to obtain access to the
City’s infrastructure.

12.6 Receive and administer the project federal-aid funding for the duration
of the project.

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12.7 Contribute its share of the local match requirement of $51,451.

12.8 At notice to proceed of construction, the County will invoice the City in
the amount of $71,299.

12.9 Provide the construction documents for the project to the City’s
representative when completed.

The City shall:

13.1. Provide the County any necessary right-of-way, utility and
environmental clearance background information.

13.2 Provide timely review of all design and installation documents provided
by the County. The City shall provide comments to the County within
30 calendar days after receiving documents for review from the
County.

13.3. Issue the County no-cost permits for Project work within the City
boundaries.

13.4 Have a technician on site during all installations, removals,
maintenance and repairs of the City owned and operated ATMS
communications and peripheral equipment in or attached to the City
owned traffic signals, control cabinets and enclosures.

13.5 Within thirty (30) days of receiving the invoice from the County, the City
shall contribute its share of the local match requirement of $71,299.
The City shall own, operate and maintain the equipment installed
within the City’s jurisdiction as part of this project upon completion of
the project.

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 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 damages which are the subject of this

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indemnity shall include costs, expenses of litigation and reasonable attorney's
fees.

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 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:

17.1 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.

17.2. 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.

17.3. 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.

17.4 Nothing in this Agreement shall make any contractor or subcontractor an
agent or employee of the Parties to this Agreement.

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 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.

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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 Surprise

Attn: City Manager

16000 North Civic Center Plaza
Surprise, Arizona 85374

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.

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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 governing bodies of
the Parties 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.

This Agreement and all Exhibits attached to this Agreement set forth all of the
covenants, promises, agreements, conditions and understandings related to the
Project between the Parties to this Agreement, and there are no covenants,
promises, agreements, conditions or understandings, either oral or written,
between the Parties related to the Project, 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 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

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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
instrument. Faxed, copied and scanned 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

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement.

MARICOPA COUNTY
Recommended by:
‘DocuSigned by:
Jennifer Tl 10/28/2020
Jennifer Toth, P.E. Date

Transportation Director

Approved and Accepted by:

Clint L. 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.

DoouSIgned by:

Gude YpBuude 11/5/2020

OB0782D9F1CEA8E.

Deputy County Attorney Date

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IN WITNESS WHEREOF, the Parties have executed this Agreement.

CITY OF SURPRISE

Recommended by:

City Manager Date

Approved and Accepted by:

Mayor Date
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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