SCOTTSDALE ENTENTE.PDF

INTERGOVERNMENTAL AGREEMENT
BETWEEN MARICOPA COUNTY AND THE CITY OF SCOTTSDALE
FOR THE EXCHANGE OF SERVICES (ENTENTE)
(C-64-19- -M-00)
Contract No. 2018-133-COS
This Intergovernmental Agreement (Agreement) is between the County of Maricopa, a political
subdivision of the State (County), and the City of Scottsdale, a 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. §11-251 and §§28-6701 et seq. authorize the County to layout, maintain, control
and manage public roads within the County.
2. A.R.S. §§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. §§9-240 et seq. authorize the City to layout and establish, regulate and improve
streets within the City, and to enter into this Agreement.
DURATION
4. 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 for five (5) years (Term).
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.
BACKGROUND
5. The Parties desire to develop and implement a cooperative highway maintenance
program whereby routine or emergency highway maintenance will be performed more
efficiently (the "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
Letters of Agreement (the LOA or LOAs). The Parties desire to authorize the County
Transportation Director and the City Manager, or their designees, to enter into separate
LOAs for each routine or emergency highway maintenance project.
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PURPOSE OF THE AGREEMENT
6. The purpose of this Agreement is to establish procedures to authorize the County
Transportation Director and the City Manager, or their designees, to enter into LOAs to
exchange goods or services between each Party in order to perform routine or
emergency highway maintenance or improvement services.
TERMS OF THE LOA
7. Each LOA will describe the routine or emergency highway maintenance or improvement
project and the 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 $200,000
per fiscal year.
8. After the Parties enter into an LOA, 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 $200,000 per fiscal year.
9. All routine or emergency highway maintenance or improvement 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.
10. All routine or emergency highway maintenance or improvement projects shall be
performed with existing resources.
11. Nothing in any LOA shall be interpreted to enlarge or expand the City's or County's
authority.
TERMS OF THE AGREEMENT
12. Responsibilities of the County:
12.1 The County Transportation Director or their designee is authorized to select
routine or emergency highway maintenance or improvement projects suitable
for an LOA and to enter into LOAs with the City; provided however, that if the
value of goods or services exchanged with the City is not of equal value, the
total aggregate reimbursement to the City for all LOAs will not exceed $200,000
per fiscal year. Complete each routine or emergency highway maintenance or
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improvement project, such as those generally outlined in Exhibit A, which is
attached hereto and incorporated herein 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 (MAG)
and any amendments or supplements adopted by the County.
12.2 Exchange goods or services that will be of similar value or to reimburse the
City for the value of goods or services in excess of the value of goods or
services received from the City.
12.3 90 days prior to the end of every fiscal year of the County during the Term, the
County shall provide the City a statement of services performed by 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 such costs. The County's fiscal year ends June
30th.Within 30 days of receipt of a City Statement, the County shall remit
payment to the City for the dollar value owed.
12.4 Permit the City to inspect the routine or emergency highway maintenance or
improvement 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.
12.5 Comply with existing law and all County policies, such as planning, budgeting
and purchasing.
12.6 Perform all obligations agreed to under an LOA.
13. Responsibilities of the City:
13.1 The City Manager or designee is authorized to select in his sole discretion
routine or emergency highway maintenance or improvement projects suitable
for an LOA and to enter into LOAs with the County; provided however, that if
the value of goods or services exchanged with the County is not of equal value,
the total aggregate reimbursement to the County for all LOAs shall not exceed
$200,000 per fiscal year.
13.2 Complete each routine or emergency highway maintenance or improvement
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.
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13.3 Exchange goods or services that will be of similar value or to reimburse the
County for the value of goods or services in excess of the value of goods or
services received from the County.
13.4 90 days prior to the end of every fiscal year of the County during the Term, the
City shall provide the County a statement of services performed by the City
pursuant to an executed LOA (City Statement). The City Statement shall also
include an itemization of any and all costs owed to the City by the County and
an invoice for such costs. The County's fiscal year ends June 30 1h •
13.5 Within 30 days of receipt of a County Statement, the City shall remit payment
to the County for the dollar value owed.
13.6 Permit the County to inspect the routine or emergency highway maintenance
or improvement 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.
13.7 Comply with existing law and all City policies, such as planning, budgeting and
purchasing.
13.8 Perform all obligations agreed to under an LOA.
14. Each Party will maintain a record of the goods and services exchanged over the life of
the Agreement. For the purposes of calculating the $200,000 fiscal year limit, the total
aggregate reimbursement made by one Party to the other Party will not be offset by the
value of the goods or services received.
MANNER OF FINANCING
15. The County and the City shall budget, finance and bear the expense of each LOA
separately. The County Transportation Director and the City Manager or their designee
shall ensure that sufficient financing is available prior to entering into a LOA.
GENERAL TERMS AND CONDITIONS
16. By entering into this Agreement, the Parties agree that to the extent permitted by law,
each Party will defend, indemnify 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 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 (including, but not limited
to, vicarious 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
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connected with the performance of this Agreement by the indemnifying party, except such
injury or damage as shall have been occasioned by the gross negligence or willful
misconduct 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 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
years, whichever is longer.
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 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
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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
Intergovernmental Liaison
2901 W. Durango St
Phoenix, AZ 85009
City of Scottsdale
Transportation Director
7447 E. Indian School Road
Suite 205
Scottsdale, AZ 85251
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.
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.
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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 Scottsdale 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
without any liability to the non-terminating party.
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.
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 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.
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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 and scanned 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 be Maricopa County, Arizona.
37. This Agreement shall be governed by the laws of the State of Arizona.
End of Agreement - Signature Page Follows
Page a of 11 Contract No. 2018-133-COS

IN WITNESS WHEREOF, the Parties have executed this Agreement.
MARICOPA COUNTY
Recommended by:
OS kt) 17-016
Je 1oth,‘P75. Date
Tr n plortation Director
Approved and Accepted by:
Chairman Date
Board of Supervisors
Attest by:
Clerk of the Board Date
APPROVAL OF DEPUTY COUNTY ATTORNEY
1 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 Party by their
respective governing bodies under the laws of the State of Arizona.
Deputy County Attorney Date
Page 9 of 11 Contract No. 2018-133-COS

IN WITNESS WHEREOF, the Parties have executed this Agreement.
CITY OF SCOTTSDALE
Recomm
'°
Dan Worth
Executive Director
Public Works Administration
tElfF
W. J. Jim'
Mayor
Attest by:
Date
APPROVAL OF CITY ATTORNEY
I hereby state have reviewed the proposed Intergovernmental Agreement and declare the
Agreement proper form and within the powers and authority granted to the Party by their
respectly ning bodies under the laws of the State of Arizona.
Bruce Washburn, City Attorney Date
By: Eric Anderson, Senior Assistant City Attorney
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Contract No. 2018-133-COS

EXHIBIT A
Maintenance & Improvement Tasks:
a. Grading/Pavement Overlay
b. Sweeping
c. Surface Treatment/Seal Coats
d. Signage
e. Striping
f. Debris Removal
9. Material Hauling
h. Fence Repair
Storm Drain/Culvert Repair
J. Barricading
k. Pothole Repair
Signal Maintenance
m. Equipment Exchange
n. Concrete Repair
o. Bridge Repairs
P. Storm Repairs
q. Guardrail Repairs
r. Training
Page 11 of 11 Contract No. 2015-133-00S