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HomeMy WebLinkAboutRES 13-40RESOLUTION NO. 13-40 A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA, AUTHORIZING THE CITY TO ENTER INTO AN INTERGOVERNMENTAL AGREEMENT WITH MARICOPA COUNTY DEPARTMENT OF TRANSPORTATION FOR THE DESIGN AND INSTALLATION OF TRAFFIC SIGNAL IMPROVEMENTS AT THE INTERSECTION OF SUPERSTITION BOULEVARD AND MERIDIAN DRIVE. WHEREAS, A.R.S. § 11-951 and 28-6701 et seq.authorize Maricopa County (the "County") to layout, maintain, control and manage public roads within the County; and WHEREAS, 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; and WHEREAS, the County has requested that traffic signal improvements at the intersection (the "Project") be installed near a County owned intersection (the "Location") to upgrade an old traffic signal at the Superstition Boulevard and Meridian Drive intersection; and WHEREAS, both the City and the County recognize that the installation of the Project is beneficial to the traveling public and area residents; and WHEREAS, the cost for the future maintenance of the Project will be the responsibility of the County; and WHEREAS, the purpose of this Agreement is to identify and define both the City's and the County's respective obligations and responsibilities concerning the installation and maintenance of the Project. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA AS FOLLOWS: 1)The Mayor and City Council approve the intergovernmental agreement between the City and the County, attached hereto as Attachment A, and the Mayor is hereby authorized to sign the agreement on behalf of the City. 2)The City Manager or his designee is authorized and directed to take all steps necessary to carry out the purpose and intent of this resolution. RESOLUTION NO. 13-40 Page 1 of 2 PASSED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA, THIS 7TB DAY OF JANUARY,2014. SIGNED AND ATTESTED TO THIS 7TH DAY OF JANUARY ,rm.2014. N S. INSALACO ayor ATTEST: KATHLEEN CONNELLY City Clerk APPROVED AS TO FORM: RICHARD J. STERN City Attorney RESOLUTION NO. 13-40 Page 2 of 2 Attachment A INTERGOVERNMENTAL AGREEMENT BETWEEN MARICOPA COUNTY AND THE CITY OF APACHE JUNCTION FOR TRAFFIC SIGNAL IMPROVEMENTS, DESIGN AND INSTALLATION AT THE INTERSECTION OF UNIVERSITY DRIVE AND MERIDIAN ROAD (TT# 460) (C-64-14--M-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 City are collectively referred to as the Parties or individually as a Party. This Agreement shall become effective as of the date it is approved by the Maricopa County Board of Supervisors. 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 11-951 et.seq.authorize public agencies to enter into Intergovernmental Agreements for the provision of services or for joint or cooperative action. 3.A.R.S. Section 9-240 and Sections 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.Currently, the intersection at University Drive and Meridian Road is signalized. A field investigation performed by County identified the need to improve the traffic signals at the intersection. 5.It is anticipated that the County will initiate scoping and design of this is Project to beginning in fiscal year 2014, with construction to be completed during fiscal year 2015. Page 1 of 8 6.The southwest corner of the intersection is in County right-of-way and the northeast and southeast corner of the intersection is in the City's right-of-way. The northwest corner is in the City of Mesa's jurisdictional boundary but has chosen not to participate in the project.The County maintains three of the four intersection legs, and the City maintains one of the four intersection legs. 7.The total Project cost is currently estimated to be $400,000.The County will be responsible for seventy-five percent (75%) of the cost, and the City will be responsible for twenty-five percent (25%) of the cost. PURPOSE OF THE AGREEMENT 8.The purpose of this Agreement is to identify and define the responsibilities of the County and City for the Project, including cost sharing, design, construction and construction management. TERMS OF THE AGREEMENT 9.Responsibilities of the County: 9.1 Act as the lead agency for all aspects of the Project. 9.2 Coordinate with the City for all phases of the Project. 9.3 Provide to the City a set of final sealed plans and specifications. 9.4 Contribute seventy-five percent (75%) of the funding for the Project. 9.5 Design and construct the Project to County standards. 9.6 Submit copies of the County's plan submittals to the City for review and comment. 9.7 Assume responsibility for temporary traffic control during construction of the Project. 9.8 Invoice the City for half of the twenty-five percent (25%) of the Project cost not before July1, 2014 and invoice the City for the remaining balance not before July 1, 2015. 9.9 Retain ownership,operation and maintenance of the traffic signal on completion of the Project. 9.10 Request no cost permits from the City for work done within the City's right-of- way. 10.Responsibilities of the City: Page 2 of 8 10.1 Coordinate with the County for all phases of the Project. 10.2 Contribute twenty-five percent (25%) of the funding for the Project. 10.3 Remit payment to the County for twenty-five percent (25%) of the Project cost within thirty (30) days of receipt of an invoice from the County. 10.4 Review the County's plan submittals and respond to the County with comments within ten (10) working days of receipt. 10.5 Issue no cost permits to the County for work done within the City's right-of-way. GENERAL TERMS AND CONDITIONS 11.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. 12.City and County each believe that the execution,delivery and performance of this Agreement are in compliance 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 City or County to do any act in violation of any applicable laws, including any constitutional provision,law,regulation,or City Code or County Ordinance),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.Unless prohibited by applicable laws, the Parties further shall perform all acts and execute, acknowledge and/or deliver all amendments, instruments and consents necessary to accomplish and to give effect to the purposes of this Agreement, as reformed. Page 3 of 8 13.Neither City nor County, as the case may be, shall be considered not to have performed its obligations under this Agreement in the event of enforced delay (an "Enforced Delay") due to causes beyond its control and without its fault or negligence or failure to comply with Applicable Laws,including,but not restricted to,acts of God,fires,floods, epidemics,pandemics,quarantine,restrictions,embargoes,labor disputes,and unusually severe weather or the delays of consultants or materialmen due to such causes, acts of a public enemy, war, terrorism or act of terror (including but not limited to bio-terrorism or eco-terrorism), nuclear radiation, blockade, insurrection, riot, labor strike or interruption, extortion, sabotage, or similar occurrence or any exercise of the power of eminent domain of any governmental body on behalf of any public entity,or a declaration of moratorium or similar hiatus (whether permanent or temporary) by any public entity directly affecting the Project.In no event will Enforced Delay include any delay resulting from unavailability for any reason of labor shortages, or the unavailability for any reason of particular consultants, subconsultants, vendors or investors desired by County in connection with the Project.In the event of the occurrence of any such Enforced Delay,the time or times for performance of the obligations of the Party claiming delay shall be extended for a period of the Enforced Delay; provided, however, that the Party seeking the benefit of the provisions of this Section shall, within thirty (30) calendar days after such Party knows or should know of any such Enforced Delay, first notify the other Party of the specific delay in writing and claim the right to an extension for the period of the Enforced Delay; and provided further that in no event shall a period of Enforced Delay exceed ninety (90) calendar days. 14.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.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. 15.This Agreement shall be subject to the provisions of A.R.S. Section 38-511. 16.The Parties warrant that they are in compliance with A.R.S. Section 41-4401 and further acknowledge that: 16.1 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 years, whichever is longer. 16.2 Any breach of the warranty, shall be deemed a material breach of the contract contract that is subject to penalties up to and including termination of the contract. Page 4 of 8 16.3 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. 16.4 Nothing in this Agreement shall make any contractor or subcontractor an agent or employee of the Parties to this Agreement. 17.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. 18.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. 19.All notices required under this agreement to be given in writing shall be sent to: Maricopa County Department of Transportation Attn: Intergovernmental Liaison 2901 W. Durango Street Phoenix, Arizona 85009 City of Apache Junction Public Works Department Attn: Giao Pham 300 E Superstition Boulevard Apache Junction, Arizona 85119 Page 5 of 8 eAll 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. 20.This Agreement does not imply authority to perform any tasks,or accept any responsibility, not expressly stated in this Agreement. 21.This Agreement does not create a duty or responsibility unless the intention to do so is clearly and unambiguously stated in this Agreement. 22.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. 23.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. 24.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. 25.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. 26.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. Page 6 of 8 27.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. 28.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. 29.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. 30.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. 31.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. 32.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. 33.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. 34.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. 35.This Agreement shall be governed by the laws of the State of Arizona. 36.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 Page 7 of 8 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement. MARICOPA COUNTY CITY OF APACHE JUNCTION Recommended by:Recommended by: John B. Hauskins, P.E.Date George Hoffman Date Transportation Director City Manager Approved and Accepted by:Approved and Accepted by: Andrew Kunasek, Chairman Date John lnsalaco Board of Supervisors Mayor Attest by:Attest by: Fran McCarroll Clerk of the Board Date Kathy Connelly Date City Clerk Date APPROVAL OF DEPUTY COUNTY ATTORNEY AND 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 Parties by their respective governing bodies under the laws of the State of Arizona. Deputy County Attorney Date City Attorney Date Page 8 of 8