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INTERGOVERNMENTAL AGREEMENT
BETWEEN MARICOPA COUNTY AND TOWN OF CAVE CREEK
FOR OPERATION AND MAINTENANCE OF TRAFFIC SIGNALS
(C-64- 20-
-M-00)
This Intergovernmental Agreement (Agreement) is between the County of Maricopa, a
political subdivision of the State of Arizona (County), and the Town of Cave Creek, a
municipal corporation (Town); the County and the Town are collectively referred to herein
as the Parties or individually as a Party.
STATUTORY AUTHORIZATION
1
A.R.S. Section 11-251 and Sections 28-6701 et. seq. authorizes the County to lay
out, maintain, control and manage public roads within the County.
2.
A.R.S. § 9-240 authorizes the Town to exercise control over, layout, establish,
regulate, and improve streets within the Town.
3.
A.R.S. Sections 11-951 et. seq. authorizes public agencies to enter into
Intergovernmental Agreements for the provision of services or for joint or
cooperative action.
BACKGROUND
4.
The Parties previously entered into an Intergovernmental Agreement (2011 IGA)
recorded at Maricopa County Recorder No. 2011-0691158 for the operation and
maintenance of Town owned traffic signals. It was effective August 3, 2011, the
date it was filed with the Maricopa County Recorder. The purpose was to identify
and define the responsibilities of the County and the Town for costs to operate and
maintain four (4) Town owned traffic signals.
5.
The Parties entered into a First Amendment to the IGA, recorded at Maricopa
County Recorder No. 2017-0455492 for the operation and maintenance of Town
owned traffic signals. The First Amendment was effective June 22, 2017, the date
it was filed with the Maricopa County Recorder. The purpose of the First
Amendment was to extend the terms of the IGA until February 30, 2022.
6.
Currently, the County has agreed to operate and maintain up to a total of seven
(7) traffic signals within the Town. These include traffic signals at the following
intersection locations:
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6.1 Carefree Highway and Cave Creek Road
6.2 Carefree Highway and 48th Street
6.3 Carefree Highway and 50th Street
6.4 Carefree Highway and 53rd Street
6.5 Olesen Road and Cave Creek Road
7
Total average annual maintenance cost for a signal is estimated at approximately
$2,000. However, costs can vary significantly, if non-routine maintenance is
required.
8.
This Agreement supersedes the previously approved 1GA and amendments.
PURPOSE OF THE AGREEMENT
9.
The purpose of this Agreement is to extend the authorization for the County to
operate and maintain Town owned traffic signals and to identify and define the
responsibilities of the Parties related to such signals.
TERMS OF THE AGREEMENT
10.
The list of Town owned traffic signals to be operated and maintained by the County
may be modified through a Letter of Agreement (LOA) signed by the Public Works
Director of the Town of Cave Creek (or designee) and the Director of the Maricopa
County Department of Transportation (or designee), without requiring a formal
amendment to this Agreement.
11.
Any LOA shall describe which traffic signals are being removed or added to the list
of signals the County operates and maintains within Town, based on the list in
Paragraph 6.
12.
No LOA shall expand the list of signals the County operates and maintains within
Town to more than seven (7) signals.
13.
Nothing in any LOA shall be interpreted to enlarge or expand the County's or
Town's authority.
14.
Responsibilities of the County:
14.1 The County shall be responsible for all routine and emergency operation
and maintenance of the traffic signals identified in this Agreement or
subsequent LOAs according to County standards. This includes normal
scheduled maintenance and repair as well as responsibility of response to
or correction of failure or damaged signals.
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14.2 The County shall invoice the Town at least annually for all costs associated
with the operation and maintenance of the signals identified. This includes,
but is not limited to, routine operation and maintenance fees, in addition to
all fees associated with the response to signal failures and reconstruction
of damaged equipment.
15.
Responsibilities of the Town:
15.1 The Town shall allow the County to properly operate and maintain the
identified traffic signals within the jurisdictional limits of the Town. This
includes all scheduled maintenance as well as corrective action necessary
for failure or damaged equipment.
15.2 The Town shall remit payment within thirty (30) days of receipt of the
County's invoice for all costs associated with the operation and
maintenance of the signals identified in this agreement or subsequent
LOAs.
GENERAL TERMS AND CONDITIONS
16.
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.
17.
This Agreement shall become effective as of the date it is approved by the
Maricopa County Board of Supervisors and the Town Council of Cave Creek 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.
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.
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18.
This Agreement shall be subject to the provisions of A.R.S. Section 38-511.
19.
The Parties warrant that they are in compliance with the applicable provisions of
A.R.S. Section 41-4401 and further acknowledge that:
19.1 Any contractor or subcontractor who is contracted by a Party to perform
work on the Project shall warrant their compliance with all applicable federal
immigration laws and regulations that relate to their employees and their
compliance with the applicable provisions of A.R.S. Section 23-214(A).
19.2 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.
19.3 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.
19.4 Nothing in this Agreement shall make any contractor or subcontractor an
agent or employee of the Parties to this Agreement.
20.
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.
21.
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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22.
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 W. Durango Street
Phoenix, Arizona 85009
Cave Creek:
Town of Cave Creek
Public Works Department
Attn: Director
37622 North Cave Creek Road
Cave Creek, Arizona 85331
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.
23.
This Agreement does not imply authority to perform any tasks, or accept any
responsibility, not expressly stated in this Agreement.
24.
This Agreement does not create a duty or responsibility unless the intention to do
so is clearly and unambiguously stated in this Agreement.
25.
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.
26.
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 Town Council of Cave Creek 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.
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27.
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.
28.
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.
29.
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.
30.
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.
31.
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.
32.
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.
33.
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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34.
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.
35.
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.
36.
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.
37.
Unless otherwise lawfully terminated by the Parties, this Agreement expires five
(5) years from the date of approval by both Parties.
End of Agreement - Signature Page Follows
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Date
portation Director
nif
IN WITNESS WHEREOF, the Parties have executed this Agreement.
MARICOPA COUNTY
Recommended by:
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
4/112016
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/-6--zozo
Date
IN WITNESS WHEREOF, the Parties have executed this Agreement.
TOWN OF CAVE CREEK
Recommended by:
Public Works Director
Approved and Accepted by:
Ernie Bunch, Mayor
Date
Town of Cave Creek
Attest by:
APPROVAL OF TOWN 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.
b--
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