IGA WITH CITY OF GOODYEAR -ENTENTE W J. TOTH SIGNATURE.PDF

INTERGOVERNMENTAL AGREEMENT
BETWEEN MARICOPA COUNTY AND THE CITY OF GOODYEAR
FOR THE EXCHANGE OF SERVICES (ENTENTE)
(C-64-17- -M-00)
This Intergovernmental Agreement (Agreement) is between the County of Maricopa, a
political subdivision of the State (County), and the City of Goodyear, 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 ef seg. authorize the County to layout, maintain,
contro! and manage public roads within the County.
2. A.R.S. §§11-951 et seg. 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 and §9-276 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 the Goodyear City Council. The
Agreement shall remain in full force and effect until June 30, 2022 (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.
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BACKGROUND
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 Letters of Agreement (LOA or LOAs). The
Parties desire to authorize the County Transportation Director, or their designee,
and the City Manager, or their designee, to enter into separate LOAs for each
routine or emergency highway maintenance project.
The Parties previously entered into two Intergovernmental Agreements (IGAs)
under agenda item numbers C-64-08-130-2-00 and C-64-13-113-M-00. The IGAs
were recorded as Maricopa County Recorder No. 2008-0158102 and Maricopa
County Recorder No. 2013-0145548, respectively. The IGAs authorize the
Entente Program between the Parties. Intergovernmental Agreement C-64-08-
130-2-00 became effective February 22, 2008 and Intergovernmental Agreement
C-64-13-113-M-00 became effective on February 6, 2013, superseding the
previously approved agreement. This Agreement supersedes the previously
approved IGAs.
PURPOSE OF THE AGREEMENT
The purpose of this Agreement is to establish procedures to authorize the County
Transportation Director, or their designee, and the City Manager, or their
designee, to enter into LOAs to exchange goods or services between the Parties
in order to perform routine or emergency highway maintenance services.
TERMS OF THE LOA
Each LOA will describe the routine or emergency highway maintenance 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 $250,000 per fiscal year.
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 $250,000 per
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fiscal year.
10. 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.
11. All routine or emergency highway maintenance projects shall be performed with
existing resources.
12. Nothing in any LOA shall be interpreted to enlarge or expand the County's or the
City’s authority.
TERMS OF THE AGREEMENT
13. Responsibilities of the County:
13.1. The County agrees to select which routine or emergency highway
maintenance projects are suitable for an LOA under the terms of this
Agreement and enter into LOAs with the City. The County authorizes and
delegates the authority to make that selection and enter into LOAs to the
County Transportation Director, or their designee, up to an aggregate
fiscal year value of $250,000. 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.
13.2 The County shall 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.
13.3. The County shall 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 (MAG) and any amendments or
supplements adopted by the County.
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13.4 Prior to the end of every fiscal year of the County, the County shall provide
the City 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 such costs. The County’s fiscal year ends June 30th.
13.5 The County shall remit payment to the City within thirty (30) days of
receipt of an invoice for any costs owed to the City under this Agreement.
13.6 The County shall 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.
13.7 The County shali perform all obligations agreed to under this Agreement
and any LOA executed pursuant to this Agreement.
14. Responsibilities of the City:
14.1 The City Manager, or their designee, may select routine or emergency
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.
14.2 The City shall 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 itemized statement from the
County.
14.3 Compiete each routine or emergency 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.
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14.4 Prior to the end of every fiscal year of the County, 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 30th.
14.5 The City shall remit payment to the County within thirty (30) days of
receipt of an invoice for any costs owed to the County under this
Agreement.
14.6 The City shall 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.
14.7 The City shall perform all obligations agreed to under this Agreement and
any LOA executed pursuant to this Agreement.
15. Each Party will maintain a record of the goods and services exchanged over the
life of the Agreement. For the purposes of calculating the $250,000 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
16. 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 designees, shall ensure that sufficient financing is available prior to entering
into an LOA.
GENERAL TERMS AND CONDITIONS
17. 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 ail liability (including, but not limited to, vicarious
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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 occasioned by the negligence,
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.
18. This Agreement shall be subject to the provisions of A.R.S. § 38-511.
19. The Parties warrant that they are in compliance with 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 shail 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 shali keep a record of the
verification for the duration of the employee’s employment or at least three
years, whichever is longer.
19.2 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.
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 in order 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.
20. The Parties warrant that they do not have scrutinized business operations in
Sudan or Iran, as prohibited by A.R.S. §§ 35-391.06 and 35-393.06, and further
acknowledge that any contractor or subcontractor who is contracted by a party to
perform work on the Project shall warrant that they do not have scrutinized
business operations in Sudan or Iran.
21. 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
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any federal agency which has provided funding that will be used in the Project
described in this Agreement.
22, 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 (80) 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.
23. All notices required under this agreement to be given in writing shall be sent to
the following:
Maricopa County Department of Transportation
Attn: Intergovernmental Liaison
2901 West Durango Street
Phoenix, AZ 85009
City of Goodyear
Attn: City Manager
190 North Litchfield Road
Goodyear, Arizona 85338
City of Goodyear
Attn: City Attorney
190 North Litchfield Road
Goodyear, Arizona 85338
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
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the receipt card, or if no delivery date is shown, the postmark thereon. If sent by
regular mail, the notice shail 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.
24. This Agreement does not imply authority to perform any tasks, or accept any
responsibility, not expressly stated in this Agreement.
25. This Agreement does not create a duty or responsibility unless the intention to do
so is clearly and unambiguously stated in this Agreement.
26. 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.
27. 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 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.
28. 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.
29. 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 ail of the Parties hereto. Each party has reviewed this
Agreement and has had the opportunity to have it reviewed by legal counsel.
30. 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.
31. 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
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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.
32. 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 shail survive the
expiration or earlier termination of this Agreement for a period of one (1) year.
33. 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.
34. 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 shail expire at the
close of business on the first day thereafter which is not a Saturday, Sunday or
legal holiday.
35. 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.
36. 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.
37. 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.
38, 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.
39. This Agreement shall be governed by the laws of the State of Arizona.
End of Agreement - Signature Page Follows
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement.
CITY OF GOODYEAR
Recommended by:
Brian Dalke Date
City Manager
Approved and Accepted by:
Georgia Lord Date
Mayor
Attest by:
City Clerk Date
APPROVAL OF CITY ATTORNEY
| hereby state that | 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.
City Attorney Date
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement.
MARICOPA COUNTY
Recommended by:
MA | osbzlzo1
Jenifer Toth, P.E- ' ‘Date
Tr nspoftation Director
Approved and Accepted by:
Denny Barney, Chairman Date
Board of Supervisors
Attest by:
Clerk of the Board Date
APPROVAL OF DEPUTY COUNTY ATTORNEY
| hereby state that | 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
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EXHIBIT A
Road-related Tasks:
Grading
Sweeping
Surface Treatment/Seal Coats
Signage
Striping
Debris Removal
Material Hauling
Fence Repair
Storm Drain/Culvert Repair
Barricading
Pothole Repair
Signal Maintenance
Equipment Exchange
Concrete Repair
Bridge Repairs
Storm Repairs
Guardrail Repairs
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