2024-03-20 - PC 619 -C2024-05-TRAFFIC-SIGNAL (1).PDF

DocuSign Envelope ID: CCSABA22-5139-4096-8190-FADC3218EAC5S

C2024-05

INTERGOVERNMENTAL AGREEMENT
BETWEEN MARICOPA COUNTY AND THE TOWN OF GUADALUPE
FOR OPERATION AND MAINTENANCE OF TRAFFIC SIGNALS
(C-64- 24-___ -X-00)
This Intergovernmental Agreement (Agreement) is between the County of Maricopa, a political

subdivision of the State of Arizona (County), and the Town of Guadalupe, a municipal corporation
(Town). The County and Town are collectively referred to as the Parties or individually as a Party.

STATUTORY AUTHORIZATION

1. The County is authorized, pursuant to Arizona Revised Statutes (A.R.S.) § 11-251 and
§§ 28-6701 et. seq., to lay out, maintain, control, and manage public roads within the

County.

2. The Town is authorized, pursuant to A.R.S. § 9-240 and §§ 9-276 et. seq., to lay out and
establish, regulate, and improve streets within the Town and to enter into this Agreement.

3. Public agencies are authorized, pursuant to A.R.S. §§ 11-951 ef. seg., to enter into

Intergovernmental Agreements for the provision of services or joint or cooperative action.
BACKGROUND

4. The Parties have previously entered into Intergovernmental Agreements for the operation

and maintenance of Town-owned traffic signals that expire every five (5) years. The

purpose was to identify and define the responsibilities of the County and Town for costs

to operate and maintain Town-owned traffic signals.

5. The County has agreed to operate and maintain up to a total of seven (7) traffic signals
within the Town. This includes the existing traffic signals at the following intersection:

5.1 Guadalupe Road & Avienda del Yaqui

6. The total average annual maintenance cost for a traffic signal is estimated at
approximately $2,000. However, costs can vary significantly if non-routine maintenance is
required.

7. This Agreement will remain in effect until such a time that the Town exceeds seven (7)

traffic signals, or a Party terminates this Agreement by furnishing the other Party with thirty
(30) days' written notice.

8. This Agreement supersedes the previously approved IGA and amendments.

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PURPOSE OF THE AGREEMENT

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

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 Town of Guadalupe Town
Manager (or designee) and the Director of the Maricopa County Department of
Transportation (or designee), without requiring a formal amendment to this Agreement.

Any LOA shall describe which traffic signals are being removed or added to the list of
signals the County operates and maintains within the Town.

No LOA shall expand the list of traffic signals the County operates and maintains within
the Town to more than seven (7) traffic signals.

Nothing in any LOA shall be interpreted to enlarge or expand the County’s or Town’s
authority.

Responsibilities of the County:

14.1. The County shall be responsible for all routine and emergency operations 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 for response to or correction of failure or damaged
signals.

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.

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.

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GENERAL TERMS AND CONDITIONS

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 that 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 that are
the subject of this indemnity shall include costs, expenses of litigation, and reasonable

attorney's fees.

This Agreement shall become effective as of the date it is approved by the governing
bodies of the Parties 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 before the effective termination date.

This Agreement shall be subject to the provisions of A.R.S. § 38-511.

The Parties warrant that they are following A.R.S. § 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 federal
immigration laws and regulations that relate to their employees and their
compliance with A.R.S. § 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.

19.2 Any breach of the warranty shall be deemed a material breach of this
agreement, of which the breaching party may be liable for penalties
including termination of the agreement.

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 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.

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Any contractor or subcontractor who engages in for-profit activity and has 10 or more
employees, if the value of the contract is a minimum of $1,000,000, certify it is not
currently engaged in and agrees for the duration of this Agreement to not engage in, a
boycott of goods or services from Israel. This certification does not apply to a boycott
prohibited by 50 U.S.C. § 4842 or a regulation issued according to 50 U.S.C. § 4842.

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 that has
provided funding that will be used in the Project described in this Agreement.

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 curing 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 according 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.

All notices required under this agreement to be given in writing shall be sent to:

Maricopa County Department of Transportation
Attn: Intergovernmentai Relations Branch

2901 W. Durango Street

Phoenix, Arizona 85009

Town of Guadalupe

Attn: Town Manager

9241 South Avenida del Yaqui
Guadalupe, Arizona 85283

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.

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This Agreement does not imply authority to perform any tasks or accept any
responsibility, not expressly stated in this Agreement.

Any funding provided for in this Agreement, other than in the current fiscal year, is
contingent upon being budgeted and appropriated by the governing bodies of the Parties
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.

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.

This Agreement and all Exhibits attached to this Agreement set forth all of the covenants,
promises, agreements, conditions, and understandings related to the Project between
the Parties to this Agreement, and there are no covenants, promises, agreements,
conditions, or understandings, either oral or written, between the Parties related to the
Project, other than as outlined in this Agreement, and those agreements which are
executed contemporaneously with this Agreement. This Agreement shall be construed
as a whole and under 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 the Parties

hereto.

Each Party has reviewed this Agreement and has had the opportunity to have it reviewed
by legal counsel.

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 bea
waiver of a subsequent right obtained because of the continuation of any matter

previously waived.

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.

Except as otherwise provided in this Agreement, all covenants, agreements,
representations, and warranties outlined in this Agreement, or any certificate or
instrument executed or delivered according to this Agreement shall survive the expiration
or earlier termination of this Agreement for a period of one (1) year.

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.

Section or 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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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.

The Parties will 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 according to this Agreement.

The venue for any claim arising out of or in any way related to this Agreement shall be
Maricopa County, Arizona.

This Agreement shall be governed by the laws of the State of Arizona.

End of Agreement - Signature Pages Follow

DocuSign Envelope ID: CC9ABA22-5139-4096-8190-FADC3218EAC5

IN WITNESS WHEREOF, the Parties have executed this Agreement.

MARICOPA COUNTY

Recommended by:

‘DocuSigned by:
Qhyee ¢ VLiettes, 3/6/2024

Jesse Gulierrez, P.E. Date
Transportation Director

Approved and Accepted by:

Chairman Date
Board of Supervisors

Attest by:

Clerk of the Board Date

APPROVAL OF DEPUTY COUNTY ATTORNEY

The foregoing Agreement has been reviewed pursuant to A.R.S. § 11-952, as amended, by the
undersigned Deputy County Attorney, who has determined that it is in proper form and within the
powers and authority granted to the Board of Supervisors under the laws of the State of Arizona.

DocuSigned by:
{ Oy Pui 3/6/2024

Deputy County Attorney Date

DocuSign Envelope ID: CC9ABA22-5139-4096-8190-FADC3218EACS5

IN WITNESS WHEREOF, the Parties have executed this Agreement.

TOWN OF GUADALUPE

Approved and Accepted by:

_—0314/2024
Jeff Kylag: l Date
wr/Manager / Clerk

The foregoing Agreement has been reviewed pursuant to A.R.S. § 11-952, as amended, by the
undersigned Town Attorney, who has determined that it is in proper form and within the powers
and authority granted to the Guadalupe Town Council under the laws of the State of Arizona.

C Raid E. Fdbagok
03/14/2024

David E. Ledyard, Esq. Date
FAITH, LEDYARD & FAITH, PLC
Town Attorneys

APPROVAL.OF TOWN ATTORNEY