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INTERGOVERNMENTAL AGREEMENT
BETWEEN THE CITIES OF CHANDLER AND TEMPE
FOR
THE KYRENE BRANCH AND HIGHLINE CANAL SHARED USE PATH PROJECT
THIS INTERGOVERNMENTAL AGREEMENT (“Agreement”) is entered into this
_____ day of __________, 2025 (“Effective Date”), by and between the CITY OF CHANDLER,
an Arizona municipal corporation, and the CITY OF TEMPE, an Arizona municipal corporation.
This Agreement refers to Chandler and Tempe each individually as a “Party” and collectively as
the “Parties.”
RECITALS
A.
Arizona Revised Statutes §§ 11-951 through -954 authorize the Parties to enter into
this Agreement.
B.
Each Party’s governing body has adopted a resolution authorizing them to enter
into this Agreement.
C.
The City of Tempe has constructed shared use paths along the Kyrene Branch and
Highline Canals in Tempe that terminate at the Tempe-Chandler border. The Parties have
collaborated on a project to extend the shared use paths along the Kyrene Branch and Highline
Canals from Tempe into Chandler (the “Kyrene Branch and Highline Canal Shared Use Path
Project” or the “Project”).
D.
The Project includes improvements and infrastructure located within both
jurisdictions but primarily in the City of Chandler.
E.
Chandler has applied for grant funding for the Project through the Maricopa
Association of Governments (MAG). The Parties anticipate that up to 95% of the total cost of the
Project may be funded through a MAG Fiscal Year 2025 Congestion Mitigation and Air Quality
Grant. The purpose of this Agreement is to allocate responsibilities and funding among the Parties
for the design, construction, and maintenance of the Project.
NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement,
including without limitation the Recitals, Chandler and Tempe agree as follows:
AGREEMENT
1.
Project Scope.
1.1
Kyrene Branch Canal – Construct 10-foot-wide shared use path for a length
of approximately 0.9 miles. Amenities such as lighting, landscaping, and seating/rest areas will
be added along the new path. Safe crossing solutions will be added at the Kyrene Road/ Knox
Road and Ray Road/ McKemy Ave. intersections to further improve access for residents.
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1.2
Highline Canal – Construct 10-foot-wide shared use path for a length of
approximately 0.25 miles. Amenities such as lighting, landscaping, and seating/rest areas will be
added along the new path. The path terminates at Orchid Lane in a commercial area. Bike lanes
will be added to Orchid Lane and 54th Street to provide better access to commercial destinations
and to improve access to the Highline Canal Shared Used Path.
2.
Project Design and Construction. Chandler will procure the design and
construction of the Project in consultation with Tempe.
3.
Project Funding. The estimated total cost of the Project is $4,691,805 of which
13.937% is estimated for construction within the City of Tempe (“Tempe Construction Costs”).
Chandler has applied for a MAG Fiscal Year 2025 Congestion Mitigation and Air Quality Grant
for the Project in the amount of $3,339,000. The grant requires a local match of 5.7%, or
$585,789.474.
3.1
Chandler shall apply 100% of the grant funds to the Project cost, with
13.937% allocated to Tempe Construction Costs.
3.2
Chandler shall invoice Tempe for 13.937% of the local match, currently
estimated at $189,000.
3.3
The Parties acknowledge that the sums set forth in this Agreement are
estimates. Tempe agrees to reimburse Chandler for all Tempe Construction Costs, including
Tempe’s share (currently estimated at 13.937%) of total Project costs not allocable to either
jurisdiction specifically (e.g., construction management, contingencies, post-design services, and
similar expenses), minus Tempe’s share of grant funding as set forth in subsection 3.1 and the
amount paid by Tempe under subsection 3.2.
3.4
At Project closeout, Chandler shall invoice Tempe for Tempe’s share of the
total Project Cost if it is more than the amount Tempe has paid under subsection 3.2, and Tempe
shall pay such invoice within 30 days of receipt. If the total Project Cost is less than the amount
paid under subsection 3.2, Chandler shall reimburse Tempe for the difference within 30 days of
Project closeout.
4.
Ownership & Maintenance. Upon final completion of construction, Chandler shall
own and maintain the infrastructure located within the City of Chandler, and Tempe shall own and
maintain the infrastructure located within the City of Tempe.
5.
Term. The term of this Agreement shall commence on the Effective Date and shall
continue until final completion of construction.
6.
Notices. Unless otherwise specifically provided in this Agreement, or unless
written notice of a change of address has been previously given under this Section, all notices,
demands or other communication given hereunder shall be in writing and shall be deemed to have
been duly delivered upon (A) personal delivery, (B) delivery by a recognized overnight courier
(e.g., Federal Express, United Parcel Service) for next business day delivery, or (C) as of the fifth
business day after mailing by United States certified mail, postage prepaid, addressed as follows:
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To Chandler:
Transportation Planning Manager
P. O. Box 4008
Mail Stop 412
Chandler, AZ 85244-4008
Phone: (480) 782-3402
jason.crampton@chandleraz.gov
With a copy to:
Chandler City Attorney
P.O. Box 4008
Mail Stop 602
Chandler, AZ 85244-4008
Phone: (480) 782-4640
kelly.schwab@chandleraz.gov
To Tempe:
Principal Transportation Planner
200 E. Fifth St.
Tempe, AZ 85281
Phone: 480-858-2072
Chase_walman@tempe.gov
With a copy to:
Tempe City Attorney
21 E. Sixth Street, Suite 201
Tempe, AZ 85281
Phone: (480) 350-8227
Email addresses and phone numbers are provided for convenience. Delivery by electronic mail
shall not be sufficient Notice under this Agreement.
7.
Disputes. Arizona law shall govern this Agreement and any dispute arising out of
this Agreement.
7.1
The Parties agree that they will attempt to resolve any dispute through
nonbinding mediation before a mediator selected jointly by them. If the Parties cannot agree upon
the selection of a mediator, they may request that the presiding judge of the Maricopa County
Superior Court appoint a mediator. The cost of any such mediation shall be divided equally
between the Parties. The mediator shall not have the right to award punitive damages. The results
of the mediation shall be nonbinding, and any Party shall have the right to pursue all legal and
equitable remedies available to it 30 days after conclusion of the mediation, subject to any
extensions agreed to by the Parties in writing.
7.2
The Parties agree that the statute of limitations applicable to any litigation
commenced under this Agreement shall be tolled during the period beginning with a request by
either Party for mediation until 30 days after the conclusion of the mediation (or the Party’s refusal
to participate in mediation), subject to any extensions agreed to by the Parties in writing.
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7.3
In the event of any dispute between the Parties in connection with this
Agreement, the Party prevailing in such action or proceeding (excluding mediation) shall be
entitled to recover from the other Party all of its costs and fees, including reasonable attorneys'
fees; provided, however, that no such awarded amount shall be payable until (A) the court in
question has made a finding that one or the other Party is the “prevailing party” in such proceeding,
and (B) a final order of judgment is entered by a court of competent jurisdiction for which any
time for appeal has expired without appeal, or where applicable, the mandate of an appellate court
of competent jurisdiction shall issue.
7.4
Any action brought to interpret, enforce, or construe any provision of this
Agreement shall be commenced and maintained in the Superior Court of the State of Arizona in
and for the County of Maricopa (or, as may be appropriate, in the Justice Courts of Maricopa
County, Arizona, or in the United States District Court for the District of Arizona, if, but only if,
the Superior Court lacks or declines jurisdiction over such action). The Parties irrevocably consent
to jurisdiction and venue in such courts for such purposes and agree not to seek transfer or removal
of any action except in accordance with the terms of this Section.
8.
Assignment. No Party may assign any obligation under this Agreement without
the other Party’s express written consent, which shall not be unreasonably withheld, conditioned,
or delayed.
8.1
To be effective, an assignment must contain an express written agreement
and assumption by the assignee agreeing to be liable for the assigning Party’s obligations contained
herein.
8.2
Any assignment shall not relieve the assigning Party of its obligations in
this Agreement.
9.
Additional Matters.
9.1
This Agreement shall be governed by and construed under the laws of the
State of Arizona. This Agreement is subject to the provisions of A.R.S. § 38-511. This Agreement
shall be deemed made and entered into in Maricopa County, Arizona.
9.2
The Parties each believe that the execution, delivery and performance of
this Agreement complies with all applicable laws. However, in the unlikely event that any
provision of this Agreement is declared void or unenforceable (or is construed as requiring a Party
to do any act in violation of any applicable constitutional provision, law, regulation, code, or
charter), such provision shall be deemed severed from this Agreement and this Agreement shall
otherwise remain in full force and effect; provided that this Agreement shall retroactively be
deemed reformed to the extent reasonably possible in such a manner so that the reformed
Agreement (and any related agreements effective as of the same date) provide essentially the same
rights and benefits (economic and otherwise) to the Parties as if such severance and reformation
were not required. The Parties further agree, in such circumstances, to perform all such acts as
reasonably requested by the other Party from time to time and to execute all amendments,
instruments, and consents necessary to accomplish and to give effect to the purposes of this
Agreement, as reformed.
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9.3
The failure of any Party to exercise any right, power, or remedy given to it
under this Agreement, or to insist upon strict compliance with it, shall not constitute a waiver of
the terms and conditions of this Agreement with respect to any other or subsequent breach, nor a
waiver by either Party of its rights at any time to require exact and strict compliance with all of the
terms of this Agreement.
9.4
This Agreement constitutes the entire Agreement between the Parties with
respect to its subject matter, and all agreements, oral or written, entered into prior to this
Agreement are revoked and superseded by this Agreement. This Agreement may not be changed,
modified, or amended, except in writing, signed by all Parties, and any attempt at oral modification
of this Agreement shall be void and of no effect. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, and all of which, when taken together,
shall constitute one and the same instrument.
9.5
It is not intended by this Agreement to, and nothing contained in this
Agreement shall, create any partnership, joint venture or other arrangement between the Parties.
No term or provision of this Agreement is intended to, or shall, be for the benefit of any person,
firm, organization, or corporation not a Party hereto, and no such other person, firm, organization,
or corporation shall have any right or cause of action hereunder.
9.6
Attached to this Agreement and incorporated by reference is the written
determination of each Party’s legal counsel that each Party is authorized under the laws of the State
of Arizona to enter into this Agreement and that the Agreement is in proper form.
10.
Indemnification. Each Party to this Agreement agrees to defend, indemnify, save
and hold harmless the other (and each of their respective directors, officers, agents and employees)
from and against all liabilities, suits, obligations, claims, demands, damages, fines, costs and
expenses (including reasonable attorney’s fees) arising under this Agreement to the extent that
such are attributable, directly or indirectly, to the indemnifying party’s negligence, error, omission
or intentional act. An indemnifying party’s negligence, error, omission or intentional act, as that
phrase is used herein, includes the negligence, error, omission or intentional act of its officers,
agents and employees. This provision shall survive the termination of this Agreement.
11.
Insurance. Each Party to this Agreement will carry a minimum of $2,000.000 per
occurrence in Commercial General Liability coverage and $1,000,000 combined single limit in
Auto Liability coverage. The Parties may meet these limits through self-insurance.
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IN WITNESS WHEREOF, the Parties have executed this Agreement on this ____ day of
_____________, 2025.
CITY OF CHANDLER, an Arizona
municipal corporation
By ______________________________
Mayor Kevin Hartke
CITY OF TEMPE, an Arizona municipal
corporation
By ______________________________
Mayor Corey D. Woods
ATTEST:
By ______________________________
City Clerk
ATTEST:
By _______________________________
City Clerk
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APPROVAL OF THE CHANDLER CITY ATTORNEY
Pursuant to Arizona Revised Statutes § 11-951 through § 11-954, I have reviewed the
foregoing intergovernmental agreement between the City of Tempe and the City of Chandler, and
declare this Agreement to be in proper form and within the powers and authority granted to the
City under the laws of the State of Arizona.
No opinion is expressed as to the authority of the City of Tempe to enter into this
Agreement.
DATED this __________ day of ________________, 2025.
__________________________________
Kelly Y. Schwab
Chandler City Attorney
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APPROVAL OF TEMPE CITY ATTORNEY
Pursuant to Arizona Revised Statutes § 11-951 through § 11-954, I have reviewed the
foregoing intergovernmental agreement between the City of Tempe and the City of Chandler and
declare this Agreement to be in proper form and within the powers and authority granted to the
City under the laws of the State of Arizona.
No opinion is expressed as to the authority of the City of Chandler to enter into this
Agreement.
DATED this __________ day of ________________, 2025.
CITY OF TEMPE
By _________________________________
Eric C. Anderson
Tempe City Attorney