91ST MCDOWELL IGA 8.12.2019 8_2019_FINAL.PDF

151602-0 
INTERGOVERNMENTAL AGREEMENT BETWEEN MARICOPA COUNTY AND THE 
CITY OF PHOENIX FOR THE MAINTENANCE AND OPERATION OF THE TRAFFIC 
SIGNALS AT MCDOWELL ROAD AND 91ST AVENUE AND AT MCDOWELL ROAD 
AND 89th AVENUE 
(C-64-19- 	
-M-00) 
This Intergovernmental Agreement (Agreement) is entered into between the County of 
Maricopa, a political subdivision of the State of Arizona (County), and the City of Phoenix 
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. Sections 9-240 and 9-276 authorize the City to lay out and establish, 
regulate and improve streets within the City. 
3. 
A.R.S. Sections 11-951 through 11-955 authorize public agencies, including the 
Parties, to enter into Intergovernmental Agreements for the provision of services 
or for joint or cooperative action. 
BACKGROUND 
4. 
McDowell Road from 91st Avenue to 83rd Avenue is a five-lane arterial road owned 
and maintained by the County. McDowell Road is bordered by the City to the north 
and the City of Tolleson to the south. 
5. 
The existing traffic signals at 91st Avenue and McDowell Road (the 91st Avenue 
Intersection) were constructed to County standards. The Parties agree that it 
would be beneficial for the City update, operate and maintain the traffic signals and 
to operate the 91st Avenue Intersection. 
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6. 
At the 91st Avenue Intersection, the City will replace the existing County traffic 
signal cabinet equipment with City traffic signal cabinet equipment. 
7. 
The traffic signals at 89th Avenue and McDowell Road (the 89th Avenue 
Intersection) are being warranted as part of the Plaza 91st at Tolleson project and 
will be built by the developer to City standards. 
8. 
The City will assume responsibility for operation and maintenance of the new traffic 
signals and cabinet equipment at the 89th Avenue Intersection. 
PURPOSE OF THE AGREEMENT 
9. 
The purpose of this Intergovernmental Agreement is to identify and define the 
responsibilities of the Parties for various elements of the 89 1h Avenue Intersection 
and the 91st Avenue Intersection (the Project), which include but are not limited 
to permitting, construction and construction management. 
TERMS OF THE AGREEMENT 
10. 
Responsibilities of the County: 
10.1 The County shall provide no-cost permits for construction and traffic control 
to the City for any Project-related work that lies within unincorporated 
County boundaries. 
10.2 The County will not be responsible for the traffic signals' plan review, 
approval or construction. 
10.3 The County shall transfer ownership of the traffic signals at the 91st Avenue 
Intersection, and all traffic signal infrastructure not specifically identified by 
the County to be removed at the time of transfer, at no cost to the City. 
10.4 The County shall provide the City no-cost permits to maintain the traffic 
signals that are within unincorporated County boundaries. 
10.5 The County shall continue to maintain the roadway, including the pavement 
at the 91st Avenue intersection and at the 89th Avenue Intersection. 
11. 
Responsibilities of the City: 
The City shall apply for and obtain permits for construction and traffic control 
from the County for any Project-related work that lies within unincorporated 
County boundaries. 
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11.2 The City shall be responsible for final inspection and acceptance of the 
traffic signals at the 89th Avenue Intersection. 
11.3 The City shall pay the monthly electric charges to operate the traffic signals 
and luminaires. 
11.4 The City shall own, operate and maintain all traffic signal infrastructure, 
signage and striping associated with the 91st Avenue intersection and the 
89th Avenue Intersection. 
11.5 The City shall perform all of its obligations under this Agreement at no cost 
to the County. 
GENERAL TERMS AND CONDITIONS 
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 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 indemnity shall include costs, expenses of litigation and reasonable 
attorney's fees. 
13. 
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 until all 
stipulations previously indicated have been satisfied, except that it may be 
amended upon written Agreement by all Parties. 
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: 
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15.1 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. 
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 
Agreement. 
15.3 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. 
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 
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 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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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 West Durango Street 
Phoenix, Arizona 85009 
City of Phoenix 
Attn: Street Transportation Director 
200 West Washington Street, 5th Floor 
Phoenix, Arizona 85003 
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. 
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 to 
the extent necessary to perform the tasks expressly undertaken pursuant to this 
Agreement. 
22. 
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 Phoenix 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. 
23. 
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. 
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24. 
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. 
25. 
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. 
26. 
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. 
27. 
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. 
28. 
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. 
29. 
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. 
30. 
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. 
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31. 
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. 
32. 
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. 
33. 
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. 
34. 
This Agreement shall be governed by the laws of the State of Arizona. 
35. 
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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( 
Kini Knudson., P.E. 
2-71(Zor-d_i) 
	
 
Date 	
Chairman 
Date 
Attest by: 
Clerk of the Board 
Date 
IN WITNESS WHEREOF, the Parties have executed this AatifIrint 
MARICOPA COUNTY 
Recommended by: 
0\1612-6 11  
nni er Toth, .E. 	
' 	
Date 
rarcportation Director 
Approved and Accepted by: 	
Approved and Accepted by: 
Street Transportation Director 	
Board of Supervisors 
APPROVAL OF CITY ATTORNEY AND 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 Parties by their respective governing bodies under the laws of the State of Arizona. 
Date 	
Deputy County Attorney 
ACTINGCity A orney 	
Date 
 
(vUt_ 	
9SA, 
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