FINAL GOODYEAR-GLENDALE-COUNTY IGA FOR CAMELBACK ROAD.PDF
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Page 1 of 11 INTERGOVERNMENTAL AGREEMENT BETWEEN MARICOPA COUNTY, CITY OF GOODYEAR AND CITY OF GLENDALE FOR PROVIDING FOR THE OPERATION AND MAINTENANCE OF CAMELBACK ROAD FROM PERRYVILLE ROAD TO CITRUS ROAD (C-64-19- ____ -M-00) This Intergovernmental Agreement (Agreement) is between the County of Maricopa, a political subdivision of the State of Arizona (County), the City of Goodyear, a municipal corporation (Goodyear) and the City of Glendale, a municipal corporation (Glendale). The County, Goodyear and Glendale 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. Sections 11-951 et seq. authorize 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 authorizes Goodyear and Glendale to lay out and improve new streets, avenues and alleys. BACKGROUND 4. Camelback Road from Perryville Road to Citrus Road (Camelback Road) is a two-lane arterial roadway within the city limits of Goodyear, bounded on the north, by a Glendale ten-foot (10’) Strip Annexation and a twelve-foot (12’) strip of County right-of-way. 5. Azure Canyon is a residential development proceeding in the County on the north side of Camelback Road which will be responsible for full half-street improvements to Camelback Road from 181st Avenue to Perryville Road. (Project Improvements). The full half-street improvements will be those required in the City of Goodyear Engineering Design Standards and Guidelines for a Major Arterial Street and will be constructed within existing City of Goodyear 23’ of right-of-way, the Glendale 10’ Strip Annexation (See Exhibit A), the existing 12’ strip of County right-of-way and the additional twenty-foot (20’) of right-of-way the developer of the residential development will be required to dedicate to the County. (Project Area). 6. Notwithstanding any provision of this Agreement to the contrary, no provision of this Agreement shall be construed or interpreted in a manner which would undermine, divide, dissolve, breach, or re-arrange the City of Glendale annexation boundaries. Page 2 of 11 PURPOSE OF THE AGREEMENT 7. The purpose of this Agreement is to provide for the design and construction of the north half- street improvements to Camelback Road from N. Perryville Road to the 181st Avenue alignment, including traffic signals, and for the future ownership, operation and maintenance by Goodyear of such improvements to Camelback Road. TERMS OF THE AGREEMENT 8. County: 8.1 County will require the developers of Azure Canyon to dedicate to the County on the subdivision plat an additional 20’ of right-of-way resulting in a total of 65’ of right-of-way north of the center line of Camelback Road. 8.2 County shall require the Project Improvements to be built to Goodyear standards, including the requirement for a two-year warranty. County will not review any plans for such work, shall not be liable for the design, construction, operation and maintenance deficiencies of such work, and shall not require permits for such work. Until the right-of-way that is to be conveyed to the City under the terms of this Agreement has been finalized, County shall issue no cost permits to Goodyear for Project Improvements within the County right-of-way. 8.3 County shall require the relocation of the existing drainage and tailwater ditch/channel or the installation of other drainage infrastructure to replace the existing drainage and tailwater ditch/channel (Drainage Improvements) so that the Drainage Improvements are outside of the right-of-way that is to be conveyed to the City pursuant to this Agreement. 8.4 Upon completion and acceptance by Goodyear of all Project Improvements, the County shall convey to Goodyear in fee simple title all of the right-of-way, including the Project Improvements constructed thereon, dedicated to it on the plat along with the County’s existing 12’ strip of right-of-way resulting in 32’ of fee simple right-of-way north of the center line of Camelback Road being conveyed to the City. 8.5 Subject to the terms of this Agreement, County grants authority and power to Goodyear, and Goodyear alone, to operate and maintain Camelback Road between N. Perryville Road and 181st Avenue as improved by the Project Improvements as if Goodyear had annexed the full width of Camelback Road, including permitting of Project Improvements. 8.6 Following conveyance of the right-of-way set forth in paragraph 8.4, County agrees that all future work within the right-of-way, including but not limited to, the installation of water and sewer infrastructure, will be permitted by Goodyear and built to Goodyear standards, and that County will not review any plans for such work, shall not be liable for the design, construction, operation and maintenance deficiencies of such work, and shall not require permits for such work. 8.7 Following conveyance of the right-of-way that is to be conveyed to the Goodyear pursuant to the terms of this Agreement, County shall not be liable for the operation and/or Page 3 of 11 maintenance of the Project Improvements. 8.8 County shall, when warranted, pay 100% of the cost of a traffic signal at the intersection of Camelback Road and 181st Avenue. 9. Glendale: 9.1 The City of Glendale has an interest in the 10’ Strip Annexation consistent with those documents recorded in the official records of the Maricopa County Recorder, including, but not necessarily limited to, instrument 92-517797 and 024PLAT401, which Glendale succeeded to following its annexation of the Strip Annexation (the “Strip Annexation Easement”). Upon completion and acceptance by Goodyear of all Project Improvements, Glendale shall convey to Goodyear such Project Improvements constructed within the Strip Annexation Easement. Upon the conveyance of the Project Improvements to Goodyear, Glendale agrees that its rights in the Strip Annexation Easement to operate and maintain the Project Improvements are subordinate to Goodyear’s rights to operate and maintain the Project Improvements. No provision of this Agreement, or the conveyance required under this Section 9.1, will be construed or interpreted by Goodyear or the County in a manner which would undermine, divide, dissolve, breach, or re-arrange the current City of Glendale jurisdictional, annexation, or planning boundaries. 9.2 Subject to the terms of this Agreement, Glendale grants authority and power to Goodyear, and Goodyear alone, to operate and maintain the portion of Camelback Road, between N. Perryville Road and 181st Avenue, that is within the Strip Annexation Easement as improved by the Project Improvements as if Goodyear had annexed the full width of Camelback Road, including permitting of Project Improvements. 9.3 Glendale shall require the Project Improvements to be built to Goodyear standards, including the requirement for a two-year warranty. Glendale will not review any plans for such work, shall not be liable for the design, construction, operation and maintenance deficiencies of such work, and shall not require permits for such work. Until the Project Improvements conveyed to the City under the terms of this Agreement have been finalized, Glendale shall issue no cost permits to Goodyear for Project Improvements within the Glendale right-of-way. 9.4 Following conveyance of the Project Improvements set forth in Paragraph 9.1, Glendale agrees that all future work within the Strip Annexation Easement, including but not limited to, the installation of water and sewer infrastructure, will be permitted by Goodyear and built to Goodyear standards, and that Glendale will not review any plans for such work, shall not be liable for the design, construction, operation and maintenance deficiencies of such work, and shall not require permits for such work. 9.5 Following conveyance of the Project Improvements to Goodyear pursuant to the terms of this Agreement, Glendale shall not be liable for the operation and/or maintenance of the Project Improvements. 10. Goodyear: 10.1 Upon execution of this Agreement and subject to the terms of this Agreement, Goodyear shall assume full responsibility and liability for the design and construction of the Project Improvements. Goodyear shall be responsible for reviewing and approving the Project Improvements plans and for permitting such work. Goodyear shall have no responsibility or liability for the design, construction or permitting of the Drainage Improvements. Page 4 of 11 10.2 Following the completion of the Project Improvements, as approved by the Goodyear City Engineer, Goodyear agrees to accept the conveyance of the Project Improvements and the right-of-way that is to be conveyed pursuant to the terms of this Agreement. 10.3 Following Goodyear’s acceptance of the right-of-way and Project Improvements as set forth in Paragraph 10.2 the conveyance of the right-of-way Goodyear shall assume full responsibility and liability for the operation and maintenance of the Project Improvements, as if Goodyear had annexed the Project Area. Goodyear shall not be responsible for the operation and/or maintenance of the Project Improvements until the Project Improvements have been completed and Goodyear has accepted the right-of-way and/or Project Improvements that are to be conveyed to Goodyear pursuant to the terms of this Agreement. Goodyear will not annex or attempt to annex the portion of Camelback Road that is within Glendale’s 10’ Strip Annexation. 10.4 Goodyear shall, when warranted, pay 100% of the cost of a traffic signal at the intersection of Camelback Road and Sedella Avenue. GENERAL TERMS AND CONDITIONS 11. The Parties agree that when the property in the County on the north side of Camelback Road between the 181st Avenue alignment and N. Citrus Road develops, the Parties will, subject to the approval of the County Board of Supervisors, the Glendale City Council and the Goodyear City Council, amend this Agreement to provide for the acquisition and ultimate conveyance to Goodyear of County right-of-way and future street improvements for the north side of Camelback Road between 181st Avenue and N. Citrus Avenue and to provide for the design, construction, maintenance and operation of the of road improvements thereon consistent with the terms of this Agreement. In the absence of a separate IGA between the County and Goodyear addressing the County’s and Goodyear’ respective responsibilities for a traffic signal at the intersection of Camelback Road and N. Citrus Road, such amendment shall include provisions for the design construction, operation and maintenance of a full traffic signal at the intersection of Camelback Road and N. Citrus Road, including a requirement the County and the Goodyear each being responsible for 50% of such traffic signal. 12. 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 Parties 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 any 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 and/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. 13. This Agreement shall become effective as of the date it has been approved by the Maricopa County Board of Supervisors, the Goodyear City Council, and the Glendale City Council 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. Page 5 of 11 14. This Agreement shall be subject to the provisions of A.R.S. Section 38-511. 15. The Parties warrant that they are in compliance with A.R.S. Section 41-4401 and further acknowledge that: 15.1 Any contractor or subcontractor who is contracted by a Party to perform work on the Project Improvements 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. 15.2 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 contract. 15.3 The Parties retain the legal right to inspect the papers of any contractor or subcontractor employee who works on the Project Improvements 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. 15.4 Nothing in this Agreement shall make any contractor or subcontractor an agent or employee of the Parties to this Agreement. 16. 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 Improvements described in this Agreement. 17. 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 any 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, any non-defaulting Party, at its option, may terminate this Agreement. Further, upon the occurrence of any Default and at any time thereafter, any non- defaulting Party may, but shall not be required to, exercise any remedies now or hereafter available to it at law or in equity. 18. 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 Goodyear Attn: City Manager Page 6 of 11 190 N. Litchfield Road Goodyear, Arizona 85338 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. Any 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. 19. This Agreement does not imply authority to perform any tasks, or accept any responsibility, not expressly stated in this Agreement. 20. This Agreement does not create a duty or responsibility unless the intention to do so is clearly and unambiguously stated in this Agreement. 21. This Agreement does not grant authority to control the subject roadway, except as expressly stated in this Agreement. 22. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assignees. No Party shall assign its interest in this Agreement without the prior written consent of the other Parties. 23. 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. 24. 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. 25. 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. 26. Except as otherwise provided in this Agreement, all covenants, agreements, representations and Page 7 of 11 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. 27. 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. 28. 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. 29. 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. 30. 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. 31. 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. 32. 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. 33. This Agreement shall be governed by the laws of the State of Arizona. 34. Should the City of Glendale annex the property adjacent to the Camelback Road alignment between Perryville and 181st Avenue, the City of Goodyear has the right to terminate this Agreement upon providing the parties thirty (30) days written notice End of Agreement - Signature Pages Follow Page 8 of 11 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 Board of Supervisors under the laws of the State of Arizona. Deputy County Attorney Date Page 9 of 11 IN WITNESS WHEREOF, the Parties have executed this Agreement. CITY OF GOODYEAR Approved and Accepted by: Georgia Lord Date Mayor Attest by: Darcie McCracken, 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 of Goodyear by governing body under the laws of the State of Arizona. Roric Massey, City Attorney Date Page 10 of 11 IN WITNESS WHEREOF, the Parties have executed this Agreement. CITY OF GLENDALE Approved and Accepted by: Jerry Weiers Date Mayor Attest by: Julie K. Bower, 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 of Glendale by its governing body under the laws of the State of Arizona. Michael D. Bailey, City Attorney Date Page 11 of 11 EXHIBIT A