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HomeMy WebLinkAboutRES 21-42 RESOLUTION NO. 21-42 A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF AP ACHE JUNCTION, ARIZONA, AUTHORIZING THE CITY OF APACHE JUNCTION, ARIZONA, TO ENTER INTO AN INTERGOVERNMENTAL AGREEMENT WITH MARICOPA COUNTY, ARIZONA, FOR THE EXCHANGE OF SERVICES. WHEREAS, the City of Apache Junction ("City") and Maricopa County ("County") desire to enter into an intergovernmental agreement ("IGA") defining responsibilities of each party for road maintenance services; and WHEREAS, the Maricopa County Board of Supervisors and Apache Junction City Council both look to limit capital and infrastructure maintenance costs through intergovernmental operation; and WHEREAS, pursuant to A.R. S . § 11-952 (A) , public entities may enter into intergovernmental agreements with other municipalities and governmental entities for joint or cooperative activities; and WHEREAS, the parties have crafted the attached written agreement in the form of an intergovernmental agreement which formalizes the arrangement® 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 hereby approve the intergovernmental agreement for defining the road maintenance services as set forth in Attachment A; and the mayor is hereby authorized to sign the agreement on behalf of the City. 2) The city manager and/or his designee is authorized and directed to take all steps necessary to carry out the purpose and intent of this resolution and to fulfill all the duties required under the IGA. RESOLUTION NO. 21-42 PAGE 1 OF 12 PASSED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF AP ACHE JUNCTION, AR ZO A, THIS DAY OF , 2021 . SIGNED AND ATTESTED TO THIS DAY OF 2021. e 4WATAERY'CHIP" ILSO Mayor ATTEST® J F R PE A City Clerk APPROVED AS TO FOR 4�*� C) - 1 -=-3 - 2,\ RICHARD J. STERN City Attorney RESOLUTION NO. 21- 2 PAGE 2 OF 12 Attachment A INTERGOVERNMENTAL AGREEMENT BETWEEN MARICOPA COUNTY AND THE CITY OF APACHE JUNCTION FOR THE EXCHANGE OF SERVICES(ENTENTE) (C-64-22- -X-00) This Intergovernmental Agreement (Agreement) is between the County of Maricopa, apolitical subdivision of the State (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. STATUTORY AUTHORIZATION 1. The County is authorized, pursuant to Arizona Revised Statutes (A.R.S.) §§ 11-251 and 28-6701 et seq.,to layout, maintain, control and manage public roads within the County. 2. Public agencies are authorized, pursuant to A.R.S. § 11-951 et seq., to enter into intergovernmental agreements for the provision of services or for joint or cooperative action. 3. The City is authorized, pursuant to A.R.S. §§ 9-240 and 9-276 et Seq., to layout and establish, regulate and improve streets within the City, and to enter into this Agreement. BACKGROUND 4. The Parties desire to develop and implement a cooperative highway improvement program whereby routine or emergency highway maintenance will be implemented more efficiently (Entente Program). The Entente Program is designed to focus on the maintenance task needed and the availability of resources. The Entente Program is a method of providing goods and services to each Party by entering into temporary Lefter(s) of Agreement(LOA or Ls). PURPOSE OF THE AGREEMENT 5. The purpose of this Agreement is to establish procedures to authorize the County Transportation Department Director, or their designee, and the City Manager, or their designee,to enter into LOAs to exchange goods or services between each Party in order to perform routine ore rency highway maintenance services. TERMS OF THE AGREEMENT 6. The County shall: 6.1 Hereby authorizes the County Transportation Department Director, or designee, to sign LOAs under this Agreement. RESOLUTION NO. 21-42 PAGE 3 OF 12 6.2 Select routine oremergency highway maintenance projects suitable for an LOA and enter into LOAs with the City for the exchange of goods or services for highway maintenance projects. If the value of County provided goods or services exchanged with the City is less than the value of goods and services provided by the City,the County shall remit to the City the difference in value, provided that the total aggregate reimbursement to the City for all LOAs will not exceed $250,000 per fiscal year. 6.3 Remit to the City any sums due to the City for its contribution of goods and services the value of which exceed the value of goods and services provided by the County, less any payments previously remitted, within 30 days of receipt of an itemized statement from the City or pursuant to the terms of the LOA. 6.4 Complete each routine or emergency highway maintenance project,such as those generally outlined in Exhibit A, which is attached to this Agreement and incorporated into this Agreement by reference, in accordance with the County's procurement code and policies and the"Uniform Standard Specifications for Public Works Construction,"current edition/revisions as of the date of each LOA and the "Uniform Standard Details for Public Works Construction,"current edition/revisions as of the date of each LOA which are sponsored and distributed by the Maricopa Association of Governments ( AG) and any amendments or supplements adopted by the County. 6.5 Provide the City, prior to the end of every fiscal year of the County, a statement of services performed by the County pursuant to an executed LOA (County Statement).The County Statement shall also include an itemization of any and all costs owed to the County by the City and an invoice for any outstanding costs.The County's fiscal year ends June 30th. 6.6 Permit the City to inspect the routine or emergency highway maintenance projects undertaken by the County on behalf of the City and pursuant to an LOA. If the City reasonably believes the project is not being conducted by the County in conformance with the LOA, or the City reasonably believes that that project has not been undertaken and conducted in a good and workmanlike manner, the County shall correct or re-perform it, as necessary, to the reasonable satisfaction of the City. 7. The City shall: 7.1 Select routine oremergency highway maintenance projects suitable for an LOA and to enter into LOAs with the County for the exchange of goods and services for highway maintenance projects. If the value of City provided goods or services exchanged with the County is less than the value of goods and services provided by the County, the City shall remit to the County the difference in value, provided that,the total aggregate reimbursement to the County for all LOAs will not exceed $250,000 per fiscal year. 7.2 Remit to the County any sums due to the County for its contribution of goods and services the value of which exceed the value of goods and services provided by the City, less any payments previously remitted, within 30 days of receipt of an RESOLUTION NO. 21-42 PAGE 4 OF 12 itemized statement from the County or pursuant to the terms of the LOA. 7.3 Complete each routine ore rgency highway maintenance project,such as those generally outlined in Exhibit A,in accordance with the City's procurement code and policies and the Uniform Standard Specifications for Public Works Construction," current edition/revisions as of the date of each LOA and the "Uniform Standard Details for Public Works Construction," current edition/revisions as of the date of each LOA which are sponsored and distributed by the Maricopa Association of Governments (MAG) and any amendments or supplements adopted by the City. 7.4 Provide the County a statement of services performed by the City pursuant to an executed LOA(City Statement) prior to the end of every fiscal year of the County. The City Statement shall also include an itemization of any and all costs owed to the City by the County and an invoice for any outstanding costs. The County's fiscal year ends June 30th. 7.5 Permit the County to inspect the routine or emergency highway maintenance projects undertaken by the City on behalf of the County and pursuant to an LOA. If the County reasonably believes the project is not being conducted by the City in conformance with the LOA, or the County reasonably believes that that project has not been undertaken and conducted in a good and workmanlike manner,the City shall correct or re-perform it, as necessary, to the reasonable satisfaction of the County. ,TERMS OF THE LOA 8. Each LOA will describe the routine or emergency highway maintenance project and any goods or services that are being exchanged between the Parties. If applicable, the LOA will also state the amount of reimbursement owed to the other Party if the value of goods or services exchanged is not of equal value; provided, however, the total aggregate reimbursement that is in excess of the value of the goods or services received for all LOAs entered into pursuant to this Agreement shall not exceed $250,000 per fiscal year. Each Party will maintain a record of the goods and services exchanged over the life of the Agreement. 9. After the Parties enter into an LOA, and if there are unexpected or unforeseen costs that cause the value of the goods or services exchanged to become unequal or add to the amount of reimbursement for that LOA, the Parties shall amend the LOA, in writing; provided, however, that the additional reimbursement shall not cause the total aggregate reimbursement for all LOAs to exceed$250,000 per fiscal year. 10. Prior to any work being performed under an LOA by either the County or the City, payment shall be remitted to the owed Party for the project work to be done pursuant to the LOA. 11. All routine or emergency highway maintenance projects shall be performed in accordance with "Uniform Standard Specifications for Public Works Construction," current edition/revisions as of the date of each LOA and the"Uniform Standard Details for Public Works Construction," current edition/revisions as of the date of each LOA which are sponsored and distributed by the Maricopa Association of Governments (MAG) and any amendments or supplements adopted by the County and City, as applicable. RESOLUTION NO. 21-42 PAGE 5 OF 12 12. All routine oremergency highway maintenance projects shall be performed with existing resources. 13. Nothing in any LOA shall be interpreted to enlarge or expand the County's or the City's authority. MANNER OF FINANCING 14. The County and the City shall budget, finance and bear the expense of each LOA separately. The County Transportation Director and the City designee shall ensure that sufficient financing is available prior to entering into an LOA. GENERAL TERMS AND CONDITIONS 15. 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, appointees, 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, and appointees, 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. 16. 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 it is terminated by either Party or by January 1, 2031, whichever of the two occurrences comes first. Any Party may terminate this Agreement for any reason upon furnishing the other Party with a written notice at least thirty (30) days prior to the effective termination date indicated in such notice. 17. This Agreement shall be subject to the provisions of A.R.S. §38-511. 18. The Parties warrant that they are in compliance with A.R.S. § 41-4401 and further acknowledge that: 18.1 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)fiscal years, whichever is longer. RESOLUTION NO. 21-42 PAGE 6 OF 12 18.2 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. 18.3 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. 18.4 Nothing in this Agreement shall make any contractor or subcontractor an agent or employee of the Parties to this Agreement. 19. 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. 20. 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 Agree mentto 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. 21. 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 Apache Junction Public Works Department An:Wever, P.E., Director 575 E. Baseline Avenue Apache Junction, Arizona 85119 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 RESOLUTION NO. 21-42 PAGE 7 OF 12 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. 22. This Agreement does not imply authority to perform any tasks,or accept any responsibility, not expressly stated in this Agreement. 23. This Agreement does not create a duty or responsibility unless the intention to do so is clearly and unambiguously stated in this Agreement. 24. 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. 25. 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. 26. 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. 27. 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. 28. 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. 29. 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. RESOLUTION O. 21-42 PAGE 8 OF 12 30. 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. 31. 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 forthe benefit of any person or entity not a party to this Agreement, and no such other person or entity shall have any right or use of action under this Agreement. 32. 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. 33. 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. 34. 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 ands nne signatures are acceptable as original signatures. 35. 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. 36. The Parties hereby agree that the venue for any claim arising out of or in any way related to this Agreement shall aricopa County, Arizona. 37. This Agreement shall be governed by the laws of the State of Arizona. End of Agreement- Signature Page Follows RESOLUTION NO. 21-42 PAGE 9 OF 12 IN WITNESS WHEREOF, the Parties have executed this Agreement. CITY OF APCHE JUNCTION Recommended by. Bryant Powell Date City Manager Approved and Accepted by. Walter"Chip"Wilson Date City Mayor Attest by: Jennifer Pena Date City Clerk APPROVAL OF CITY ATTORNEY The foregoing Agreement has been reviewed pursuant to A.R.S. § 11-952, as amended, by undersigned Counsel, who has determined that it is in proper form and within the powers and authority granted to the Apache Junction City Council under the laws of the State of Arizona. City Attorney Date RESOLUTION NO. 21-42 PAGE 10 OF 12 IN WITNESS WHEREOF, the Parties have executed this Agreement. MARICOPA COUNTY Recommended by., F DOCUSigned by: rV UL 8/9/2021 Jennifer Toth, 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. Foocusigned by: 8/9/2021 0 769-6 R 7C on A t t o r n e y Date RESOLUTION NO. 21-42 PAGE 11 OF 12 EXHIBIT A Road-Related Tasks: a. Grading b. Sweeping C. Surface TreatmentlSeal Coats d. Signage e. Striping f. Debris Removal 9- Material Hauling h. Fence Repair i. Storm Drain/Culvert Repair j. Barricading k. Pothole Repair I. Signal Maintenance M. Equipment Exchange n. Concrete Repair 0. Bridge Repairs p- Storm Repairs q. Guardrail Repairs RESOLUTION NO. 21-42 PAGE 12 OF 12