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INTERGOVERNMENTAL AGREEMENT BETWEEN MARICOPA COUNTY
AND THE CITY OF APACHE JUNCTION FOR EMERGENCY MEDICAL
SERVICES PREEMPTION EQUIPMENT INSTALLATION AND MAINTENANCE ON
COUNTY-OWNED TRAFFIC SIGNAL AT BASELINE ROAD AND MERIDIAN ROAD
(110591)
(C-64-20- -111I-00)
This Intergovernmental Agreement (Agreement) is between the County of Maricopa, a political
subdivision of the State of Arizona (County), and the City of Apache Junction, an Arizona
municipal corporation (City). The County and the City are collectively referred to as the Parties
or individually as a Party.
STATUTORY AUTHORIZATION
1.
A.R.S. §§ 11-251 and 28-6701 et. seq. authorize the County to lay out, maintain, control
and manage public roads within the County.
2.
A.R.S. §§ 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. §§ 9-240 and 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.
The County is installing a traffic signal at the intersection of Baseline Road and Meridian
Road based on a warrant analysis (Project).
5.
The City identified a need for fire and emergency medical services preemption equipment
at the County-owned and maintained traffic signal at Baseline Road and Meridian Road
(the Signal) and requested a cooperative agreement to define responsibilities for installing
and maintaining such equipment.
PURPOSE OF THE AGREEMENT
6.
The purpose of this Agreement is to identify and define both Parties' respective obligations
and responsibilities concerning the installation and maintenance of fire and emergency
medical services preemption equipment on the Signal as part of the Project.
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TERMS OF THE AGREEMENT
7.
Responsibilities of the County:
7.1
The County shall act as the lead agency for all aspects of the Project.
7.2
The County shall install the fire and emergency medical services preemption
equipment supplied by the City for the Signal as part of the Project.
7.3
The County shall require the contractor to coordinate with the City for delivery of
the fire and emergency medical services preemption equipment to the Project site.
7.4
The County shall provide routine maintenance of the fire and emergency medical
services preemption equipment on the Signal upon completion of the Project.
8.
Responsibilities of the City:
8.1
The City shall supply the fire and emergency medical services preemption
equipment to the County for the Signal and shall incur all costs for the purchase of
the fire and emergency medical services preemption equipment being installed on
the Signal.
8.2
The City shall ensure the fire and emergency medical services preemption
equipment purchased is compatible with the County traffic signals and controllers.
8.3
The City shall provide all parts for the fire and emergency medical services
preemption equipment to the County to perform normal, routine maintenance.
8.4
Upon cancellation of this Agreement, the City shall bear all costs related to the
removal of any equipment specific to the City and all cost necessary to replace the
equipment with Maricopa County Department of Transportation (MCDOT)
standard equipment.
GENERAL TERMS AND CONDITIONS
9.
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 agrees to indemnify 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 fees.
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10.
This Agreement shall become effective as of the date it is approved by the Maricopa
County Board of Supervisors and remain in full force and effect for five (5) years. It may
be extended or 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 effective termination date.
11.
This Agreement shall be subject to the provisions of A.R.S. Section 38-511.
12.
The Parties warrant that they are in compliance with A.R.S. Section 41-4401 and further
acknowledge that:
12.1 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.
12.2 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.
12.3 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.
12.4 Nothing in this Agreement shall make any contractor or subcontractor an agent or
employee of the Parties to this Agreement.
13.
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.
14.
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.
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15.
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 Apache Junction
Public Works Department
Attn: Michael Weyer, P.E., Director
575 E. Baseline Avenue
Apache Junction, Arizona 85119
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.
16.
This Agreement does not imply authority to perform any tasks, or accept any responsibility,
not expressly stated in this Agreement.
17.
This Agreement does not create a duty or responsibility unless the intention to do so is
clearly and unambiguously stated in this Agreement.
18.
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.
19.
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 Apache Junction 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.
20.
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.
21.
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
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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.
22.
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,
23.
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.
24.
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.
25.
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.
26.
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 Friday, 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 Friday, Saturday, Sunday or legal holiday.
27.
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.
28.
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.
29.
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.
30.
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.
31.
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 APCHE JUNCTION
Recommended by:
Bryant Powell
Date
City Manager
Approved and Accepted by:
Jeff Serdy
Date
City Mayor
Attest by:
Kathy Connelly
Date
City Clerk
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 Party by their
respective governing bodies under the laws of the State of Arizona.
City Attorney
Date
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th, P.E.
tion Director
Jenn
Tra
IN WITNESS WHEREOF, the Parties have executed this Agreement.
MARICOPA COUNTY
Recommended by:
1)1 12 2010
Date
Approved and Accepted by:
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 by the
Board of Supervisors under the laws of the State of Arizona.
Deputy County Attorney
Date
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