FINAL_-_MCDOT-GOODYEAR_IGA_-_TE066_-_CAMELBACK_AND_PERRYVILLE_SIGNAL.PDF

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INTERGOVERNMENTAL AGREEMENT 
 
BETWEEN MARICOPA COUNTY 
 
AND THE CITY OF GOODYEAR 
 
FOR INSTALLATION OF TRAFFIC SIGNAL AT 
 
CAMELBACK ROAD AND PERRYVILLE ROAD 
 
(TE066) 
 
(C-64-18-______-M-00) 
 
This Intergovernmental Agreement (Agreement) is between the County of Maricopa, a 
political subdivision of the State of Arizona (County), and the City of Goodyear, a 
municipal corporation (City). The County and City are collectively referred to as the 
Parties or individually as a Party. 
 
 
STATUTORY AUTHORIZATION 
 
1. 
A.R.S. Section 11-251 and Sections 28-6701 et. seq. authorize the County to lay 
out, maintain, control and manage public roads within the County. 
 
2. 
A.R.S. Section 11-951 et. seq. authorizes public agencies to enter into 
Intergovernmental Agreements for the provision of services or for joint or 
cooperative action. 
 
3. 
A.R.S. Section 9-240 and Sections 9-276 et. seq. authorize the City to lay out and 
establish, regulate and improve streets within the City and to enter into this 
Agreement. 
 
 
BACKGROUND  
 
4. 
Camelback Road and Perryville Road is an existing unsignalized intersection with 
stop control in all directions (Intersection).  
 
5. 
The west leg and north leg of the Intersection are owned and operated by the 
County. The east leg and south leg of the Intersection are owned and operated by 
the City. 
 
6. 
Traffic signal warrant analysis indicated that the Intersection is anticipated to meet 
signal warrants upon completion of bridge on Camelback Road over the irrigation 
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ditch to the west of the Intersection. The proposed project is to install a new traffic 
signal at the Intersection (Project).  
 
7. 
The Project is anticipated to be designed in Fiscal Year 2021 and constructed in 
Fiscal Year 2022. 
 
8. 
Project Costs. The anticipated Project costs are as follows: 
 
8.1 
Design: 
 
 
$50,000 
8.2 
Right-of-way Acquisition: 
 
 
$0     
8.3 
Construction: 
 
 
$561,500 
8.4 
Total Estimated Cost of the Project: 
$611,500 
 
9. 
The Parties have agreed to financially participate in the Project to each fund fifty 
percent (50%) of the actual cost of the project. 
 
10. 
The parties have agreed that this project will utilize traffic signal poles in 
accordance with the Arizona Department of Transportation Signals and Lighting 
Standard Drawings.  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 
 
11. 
The purpose of this Agreement is to identify and define the responsibilities of the 
County and City for the Project as set forth herein, including but not limited to cost 
sharing, design, permitting, right-of-way acquisition, utility relocation, construction 
and construction management. 
 
 
TERMS OF THE AGREEMENT 
 
12. 
This Agreement does not alter the ownership, operation, or maintenance 
responsibilities of the Parties for the Project roadways, unless otherwise specified 
in this Agreement. 
 
13. 
Responsibilities of the County:  
 
13.1 Except as provided in Paragraph 10 of this Agreement, the County shall be 
responsible for fifty percent (50%) of the total cost of the Project. The total 
cost of the Project is currently estimated at $611,500, with the County’s 
responsibility being estimated at $305,750. 
 
13.2 The County’s cost share contribution shall include design fees, right-of-way 
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acquisition costs, if any, and all construction costs, including utility 
relocation costs if needed but not including any costs arising from City-
requested enhancements as described in Paragraph 10. 
 
13.3 The County shall remit payment within thirty (30) days of the receipt of an 
invoice from the City. 
 
13.4 The County shall issue no-cost permits to the City for any necessary Project 
related work performed within the County. 
 
13.5 The County shall participate with the City in the substantial completion, final 
inspection and acceptance of the Project. 
 
 
14. 
Responsibilities of the City: 
 
14.1 The City shall act as the lead agency with respect to design, right-of-way 
acquisition, and construction. 
 
14.2 The City shall design and construct the Project to City standards. 
 
14.3 The City shall apply to the County for no-cost permits for any necessary 
Project related work performed within County jurisdiction.  
 
14.4 The City shall be responsible for fifty percent (50%) of the total cost of the 
Project. The total cost of the Project is currently estimated at $611,500, with 
the City’s responsibility currently estimated at $305,750. 
 
14.5 The City shall also be solely financially responsible for the cost of all Project 
enhancements, as described in Paragraph 10, that have been requested by 
the City.  
 
 
14.6 Upon the notice to proceed for construction, the City shall invoice the 
County for fifty percent (50%) of the County’s estimated total cost share 
contribution for right-of-way acquisition, and construction, including utility 
relocation if required,. 
 
14.7 Upon completion of construction, the City shall invoice the County for the 
remaining balance of the County’s total cost share contribution for right-of-
way acquisition and construction, not to exceed 50% of the actual cost of 
the Project. 
 
14.8 The City shall assume full responsibility for the operation and maintenance 
of the traffic signal installed as part of the Project. 
 
14.9 The City shall assume all costs associated with the operation of the 
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signalized intersections, including electrical power to the traffic signal and 
any associated luminaries. 
 
 
 
GENERAL TERMS AND CONDITIONS 
 
15. 
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 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 damages which are the 
subject of this indemnity shall include costs, expenses of litigation and reasonable 
attorney’s fees. 
 
16. 
This Agreement shall become effective as of the date it is approved by the 
Maricopa County Board of Supervisors and the Mayor and Council of the City of 
Goodyear and shall 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.  Any Party may terminate this Agreement upon furnishing 
the other Party with a written notice at least thirty (30) days prior to the City 
expending any funds for the acquisition of any right-of-way needed for this project 
and prior to the City entering into a contract for any part of the construction of the 
Project.   
 
17. 
This Agreement shall be subject to the provisions of A.R.S. Section 38-511. 
 
18. 
The Parties warrant that they are in compliance with A.R.S. Section 41-4401 and 
further acknowledge that: 
 
18.1 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. 
 
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18.2 Any breach of this warranty shall be deemed a material breach of the 
contract that is subject to penalties up to and including termination of the 
contract. 
 
18.3 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. 
 
18.4 Nothing in this Agreement shall make any contractor or subcontractor an 
agent or employee of the Parties to this Agreement. 
 
 
19. 
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. 
 
20. 
All notices required under this agreement to be given in writing shall be sent to: 
 
County: 
 
Maricopa County Department of Transportation 
Attn: Intergovernmental Relations Branch 
2901 West Durango Street 
Phoenix, Arizona 85009 
 
City: 
 
City of Goodyear 
Attn: City Manager 
190 North Litchfield Road 
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Goodyear, Arizona 85338 
 
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. 
 
21. 
This Agreement does not imply authority to perform any tasks, or accept any 
responsibility, not expressly stated in this Agreement. 
 
22. 
This Agreement does not create a duty or responsibility unless the intention to do 
so is clearly and unambiguously stated in this Agreement. 
 
23. 
This Agreement does not grant authority to control the subject roadway, except to 
the extent necessary to perform the tasks expressly undertaken pursuant to this 
Agreement. 
 
24. 
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 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.  
 
25. 
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.  
 
26. 
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 are 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. 
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27. 
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. 
 
28. 
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. 
 
29. 
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. 
 
30. 
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. 
 
31. 
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. 
 
32. 
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. 
 
33. 
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. 
 
34. 
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. 
 
35. 
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. 
 
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36. 
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 GOODYEAR 
 
 
 
Recommended by: 
 
 
 
 
 
Julie Arendall 
Date 
City Manager 
 
 
Approved and Accepted by: 
 
 
 
 
 
 
 
 
 
Georgia Lord 
Date 
 
 
Mayor 
 
 
Attest by: 
 
 
 
 
 
 
 
 
 
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 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: 
 
 
 
 
 
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 
 
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 County under the laws of the State of Arizona. 
 
 
 
 
 
Deputy County Attorney 
Date 
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