IGA-INDIAN SCHOOL FIBER_CITY OF PHX - SIGNED.PDF

INTERGOVERNMENTAL AGREEMENT BETWEEN CITY OF PHOENIX AND THE CITY
OF GLENDALE AND MARICOPA COUNTY FOR THE MAINTENANCE AND
OPERATION OF THE FIBER INFRASTRUCTURE AS PART OF THE INDIAN SCHOOL
ROAD FIBER TRANSPORTATION ENHANCEMENT PROJECT

PHX Project #: 8789360035
MAG #: PHX20-806
Fed Aid #: PHX-0(362)D
TRACS #: PHX 10238 01C

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

STATUTORY AUTHORIZATION

1, 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. The County is 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.

3. The County is authorized pursuant to A.R.S. Sections 11-951 through 11-955, to enter into
Intergovernmental Agreements for the provision of services or for joint or cooperative -
“action.

BACKGROUND

4. In association with the Maricopa Association of Governments (MAG) System
Management and Operations (SMO) Plan, Phoenix intends to install fiber and conduit
infrastructure along 12.5 miles of fiber optic infrastructure located in Maricopa County
within the City of Glendale and City of Phoenix from Cardinals Way/99th Avenue to 99th
Avenue/Indian School Road to 27th Avenue/Indian School Road (Project). The Project
includes the installation of fiber and pull box infrastructure, a Layer 3 network switch at
two locations, and connection to City of Phoenix and neighboring agency existing fiber

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communications cable. The Project will connect to existing traffic signals along the fiber
route. Additionally, conduit, pull boxes, fiber, splice enclosures, Layer 3 core switches, and
Ethernet switches will be installed.

The Project will be funded from local and federal funds through the MAG Transportation
Improvement Program (TIP). The estimated construction cost is $4,765,704.13, which is
made up of federal funds of $4,494,059.00 and a local match of $271,645.13.

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

6.1 Federal Contract Number: PHX-0(362)D
6.2 Fiscal Years: FY 2020

6.3 Total Project Cost: $4,765,704.13

6.4 Federal Obligation Award: $4,494,059.00
6.5 Funding Sources:

i Congestion Mitigation and Air Quality Funds (CMAQ) - $4,494,059 Federal
Highway Administration (FHWA)

ii Highway User Revenue Funds (HURF) and local revenues - $271,645.13 Local
Match, distributed proportionally between the participating agencies as
follows:

1 City of Phoenix — $246,100.17
2 City of Glendale — $25,544.96
3 Maricopa County — $0

6.6 Project Contact Information:

i Name: Bruce Littleton, Traffic Signal Systems Supervisor

ii Agency: City of Phoenix

iti Phone: 602-262-4690 Email: bruce.littleton@phoenix.gov

99'" Avenue from Cardinals Way to Camelback Road is a four-lane arterial road owned
and maintained by Glendale. 99" Avenue is shared by Glendale to the east, County in the
center, and Phoenix to the west. .

Indian School Road from 99" Avenue to Loop 101 is a four-lane arterial road owned and
maintained by Phoenix. Indian School Road has existing conduit owned and maintained by
the County on the north side of the roadway connecting to the Loop 101 freeway.

The existing traffic signals at 99" Avenue/Cardinals Way, 99" Avenue/Montebello Ave,
and 99" Avenue/Camelback Rd were constructed to Glendale standards. The existing
traffic signals at 99" Avenue/Campbell Ave were constructed to Phoenix standards, The
existing traffic signal at 99" Avenue/Indian School Road was constructed to County
standards.

The Parties agree that it would be beneficial for each of the traffic signals to connect to
new fiber infrastructure while maintaining existing operations and maintenance

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responsibilities of their traffic signals. The Parties agree to maintain connection to the new
fiber infrastructure as completed within their traffic signals as part of the Project.

The Parties agree that new fiber installed along 99" Avenue north of Camelback Road be
owned and maintained by Glendale and new fiber installed south of Camelback Road along
99% Avenue and east along Indian School Road be owned and maintained by Phoenix. The
County will have no ownership or maintenance requirements of new fiber infrastructure.

At each of the traffic signals, the Project will install new fiber cable infrastructure to
connect to existing traffic signal cabinet equipment through existing conduit from the home
run pul! box nearest to the cabinet into the cabinet.

The respective jurisdictions will assume responsibility for maintaining the fiber connecting
their traffic signal to the new trunk fiber installed on the Project at their traffic signals.

Glendale and Phoenix agree that the demarcation for ownership and maintenance will be
within their separate pull box and conduit infrastructure located at 99 Avenue/Camelback
Road. Glendale and Phoenix agree to maintain the branch fiber cable connection between
their pull boxes at that intersection.

Glendale will reimburse Phoenix for the portion of the Project that is within its jurisdiction,
as identified by the Project bid package as being all construction activities north of the new
Glendale pull box installed at the northwest comer of 99" Avenue/Camelback Road.

PURPOSE OF THE AGREEMENT

The purpose of this Intergovernmental Agreement is to identify and define the
responsibilities of the Parties for various elements of the fiber infrastructure connecting
traffic signals along 99" Avenue and Indian School Road, which include but are not limited
to permitting, construction and construction management.

TERMS OF THE AGREEMENT
Responsibilities of Phoenix:
17,1 Phoenix shall administer construction of the Project for the duration of the Project.

17.2 Phoenix shall initially contribute all of the local match for the construction costs for
the entire federally funded Project.

17.3. Phoenix shall invoice Glendale, within 60 days following the completion of the
Project, the local match for the approximately one mile portion of the Project that is

t

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17.4

17.5

17.6

17.7

17.8

17.9

‘within Glendale jurisdiction, as identified by the Project bid package as being all

construction activities north of the new Glendale pull box installed at the northwest
corner of 99th Avenue/Camelback Road, currently estimated at $25,544.96,

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

Phoenix shall apply for and obtain permits for construction and traffic control from
Glendale and the County for any Project-related work that lies within Glendale or
unincorporated County boundaries.

Phoenix will be responsible for the Project’s plan review, approval and construction
as well as final inspection and acceptance of the Project.

Phoenix shall coordinate with the Contractor during construction to provide access
to the traffic signal cabinets within Phoenix jurisdiction and provide oversight and
inspection for the fiber connection to the traffic signal.

Phoenix will have ownership and maintenance of the Phoenix pull box and conduit
infrastructure located at southwest corner of the intersection of 99th
Avenue/Camelback Road.

Phoenix will maintain the branch fiber cable connection between the Phoenix pull
box at the southwest corner and the Glendale pull box at the northwest corner of the
99th Avenue/Camelback Road intersection. Phoenix will also own and maintain the
conduit between the two pull boxes. Phoenix will be responsible for Blue Staking
the conduit and pull box at this intersection.

17.10 Phoenix shall not enter another jurisdiction’s pull box infrastructure or splice case

unless prior authorization is acquired.

17.11 Phoenix shall continue to own and maintain the traffic signals and intersections

within Phoehix jurisdiction.

Responsibilities of Glendale:

18.1

18.2

Glendale shall reimburse Phoenix within 60 days written notice following the
completion of the Project the local match for the approximately one mile portion
of the Project that is within Glendale jurisdiction, as identified by the Project bid
package as being all construction activities north of the new Glendale pull box
installed at the northwest corner of 99th Avenue/Camelback Road, and currently
estimated at $25,544.96.

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

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18.3

18.4

18.5

18.6

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18.8

Glendale will be responsible for their portion of the Project’s plan review, approval
and will provide an inspector to review and approve construction of Glendale’s
portion,

Glendale shall coordinate with the Contractor during construction to provide access
to the traffic signal cabinet within Glendale jurisdiction and provide oversight and
inspection for the fiber connection to the traffic signal.

Glendale will have ownership and maintenance of the Glendale pull box and
conduit infrastructure located at northwest corner of. the intersection of 99th
Avenue/Camelback Road.

Glendale will maintain the branch fiber cable connection between the Glendale pull
box at the northwest corner and the Phoenix pull box at the southwest corner of the
99th Avenue/Camelback Road intersection.

Glendale shall not enter another jurisdiction’s pull box infrastructure or splice case
unless prior authorization is acquired.

Glendale shall continue to own and maintain the intersections within Glendale
jurisdiction.

Responsibilities of the County:

19.1

19,2

19.3

19.4

The County shall provide no-cost permits for construction and traffic control to
Phoenix for any Project-related work that lies within unincorporated County

jurisdiction.

The County will be involved in review of, but not be responsible for, the Project’s
plan review, approval or construction.

The County shall coordinate with the Contractor during construction to provide
access to the traffic signal cabinet within County jurisdiction and provide oversight
and inspection for the fiber connection to the traffic signal.

The County shall continue to own and maintain the intersections within County
jurisdiction.

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 claim of any nature whatsoever which is caused by any
activity, condition or event arising out of the negligent performance or nonperformance by

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

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:

23.1 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.

23.2 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.

23.3. 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.

23.4 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

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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.

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

City of Phoenix

Attn: Street Transportation Director
200 West Washington Street, Sth Floor
Phoenix, Arizona 85003

City of Glendale

Attn: Transportation Directdér
5850 West Glendale Avenue
Glendale, Arizona 85301

Maricopa County Department of Transportation
Attn: Intergovernmental Relations Branch

2901 West Durango Street

Phoenix, Arizona 85009

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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27. This Agreement does not imply authority to perform any tasks, or accept any responsibility,
not expressly stated in this Agreement.

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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 and all Exhibits attached to this Agreement set forth all of the covenants,
promises, agreements, conditions and understandings between’ the Parties to this
Agreement, and there ate 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 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 shail 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.

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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.

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.

End of Agreement - Signature Page Follows

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IN WITNESS WHEREOF, the Parties have executed this Agreement.

CITY OF PHOENIX

Recommended by:

JMCX fou

Kini Kudson, PE.
Transportation Director

Approved and Accepted by:

CO RA~_ ‘whel

Ed Zuerchey City Manager Date

Aitest by:

Clerk of the Council 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.

City Attorney

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CITY OF GLENDALE

Recommended by:

Kevin Phelps, City Manager Date

Approved and Accepted by:

if
Jerry Weiers, Mayor Date
Attest by:
Clerk of the Council 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.

City Attorney

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MARICOPA COUNTY

Recommended by:

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.

Deputy County Attorney

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