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INTERGOVERNMENTAL AGREEMENT
BETWEEN MARICOPA COUNTY AND THE CITY OF BUCKEYE
FOR THE EXCHANGE OF SERVICES (ENTENTE)
(C-64-15- . -M-C10)
This Intergovernmental Agreement (this "Agreement") is between the County of
Maricopa, a political subdivision of the State (the "County"), and the City of Buckeye,
a municipal corporation (the "City"). The County and the 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 and the City of Buckeye City Council,
RECITALS
WHEREAS, A.R.S. §11-251 and §28-6701 et seg. authorize the County to layout,
maintain, control and manage public roads within the County.
WHEREAS, 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.
WHEREAS, A.R.S. §9-240 and §9-276 et seg. authorize the City to layout and
establish, regulate and improve streets within the City, and to enter into this
Agreement.
WHEREAS, the Parties desire to develop and implement a cooperative roadway
improvement program whereby routine or emergency roadway maintenance will be
implemented more efficiently (the "Entente Program").
WHEREAS, the Entente Program is designed to focus on the maintenance task
needed and the availability of resources.
WHEREAS, 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").
• WHEREAS, the Parties desire to authorize the County Transportation Director (or his
or her designee) and the City Manager (or his or her designee) to enter into separate
LOAs for each routine or emergency roadway maintenance project.
WHEREAS, the purpose of this Agreement is to establish procedures to authorize the
County Transportation Director (or his or her designee) and the City Manager (or his
designee) to enter into LOAs to exchange goods or services between each Party in
order to perform routine or emergency roadway maintenance services.
AGREEMENT
1. Recitals. The Recitals above reflect the intent of the Parties and are
incorporated into this Agreement by reference.
2. Term. This Agreement shall become effective as of the date it is approved by
the County and City and shall 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.
3. Terms Of the LOA:
3.1 Each LOA will describe the routine or emergency roadway
maintenance project and the goods or services that are being
exchanged between the Parties as set forth in a Scope of Work. 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.
3.2 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.
3.3 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 or in accordance with Sections
4.2 or 5.2.
3.4 All routine or emergency roadway maintenance projects shall be
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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.
3.5 Nothing in any LOA shall be interpreted to enlarge or expand the
County's or the City's authority, nor modify the terms of this
Agreement.
4. Responsibilities of the County:
4.1 The County Transportation Director (or his or her designee) may select
routine or emergency roadway maintenance projects suitable for an
LOA and enter into LOAs with the City for the exchange of goods or
services for roadway 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 $200,000 per
fiscal year.
4.2 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 thirty (30) days of receipt of an itemized
statement from the City.
4.3 The County, shall complete each routine or emergency roadway
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 A.R.S. §34-101 et seq.,
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.
4.4 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 the
County pursuant to an executed LOA ("County Statement"). The
County Statement shall also include cumulative amounts of any and all
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costs owed to the County by the City and an invoice for such costs.
The County's fiscal year ends June 30th.
4.5 The County shall permit the City to inspect the routine or emergency
roadway 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.
5. Responsibilities of the City:
5.1 The City designee may select routine or emergency roadway
maintenance projects suitable for an LOA and to enter into LOAs with
the County for the exchange of goods and services for roadway
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 $200,000 per fiscal year.
5.2 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 thirty (30) days of receipt of an itemized
statement from the County.
5.3 Complete each routine or emergency roadway maintenance project,
such as those generally outlined in Exhibit A, in accordance with
A.R.S. §34-101 et seq., the City 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.
5.4 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 cumulative amounts of any and all costs
owed to the City by the County and an invoice for such costs. The
City's fiscal year ends June 30th.
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55 The City shall permit the County to inspect the routine or emergency
roadway 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.
6. Accounting. Each Party will maintain a record of the goods and services
exchanged over the life of this 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.
7. Financing. 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.
8. General Terms and Conditions:
8.1 By entering into this Agreement, the Parties agree that to the extent
permitted by law, each Party will defend, indemnify and save the other
Party harmless, including any of the Parties' departments, agencies,
officers, employees, elected officials or agents, from and again§t 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 connected with the
performance or nonperformance of this Agreement, except such injury
or damage as shall have been occasioned by the 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 a legal action, the damages which
are the subject of this indemnity shall include costs, expenses of
litigation and reasonable attorneys' fees.
8.2 This Agreement shall be subject to the provisions of A.R.S. § 38-511.
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8.3 The Parties warrant that they are in compliance with A.R.S. § 41-4401
and further acknowledge that:
A. Any contractor or subcontractor who is contracted by a Party
to perform work on a 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.
B. Any breach of the warranty shall be deemed a material
breach of this Agreement that is subject to penalties up to
and including termination of this Agreement.
C. The Parties retain the legal right to inspect the papers of any
contractor or subcontractor employee who works on a
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.
D. Nothing in this Agreement shall make any contractor or
subcontractor an agent or employee of the Parties to this
Agreement.
8.4 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 LOAs described in this
Agreement.
8.5 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
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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.
8.6 All notices required under this Agreement to be given in writing shall be
sent to:
Maricopa County Department of Transportation
Attn: Intergovernmental Liaison
2901 West Durango Street
Phoenix, AZ 85009
City of Buckeye
Attn: Stephen Cleveland, City Manager
530 East Monroe Avenue
Buckeye, AZ 85326
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.
8.7 This Agreement does not imply authority to perform any tasks, or
accept any responsibility, not expressly stated in this Agreement.
8.8 This Agreement does not create a duty or responsibility unless the
intention to do so is clearly and unambiguously stated in this
Agreement.
8.9 This Agreement does not grant authority to control the subject
roadway, except to the extent necessary to perform the tasks
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expressly undertaken pursuant to this Agreement.
8.10 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.
8.11 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 each
of the Parties hereto. Each Party has reviewed this Agreement and
has had the opportunity to have it reviewed by legal counsel.
8.12 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.
8.13 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.
8.14 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.
8.15 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
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not a party to this Agreement, and no such other person or entity shall
have any right or cause of action under this Agreement.
8_16 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.
8.17 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.
8.18 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.
8.19 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.
8.20 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.
8.21 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.
MARICOPA COUNTY CITY OF BUCKEYE
Recommended by: Recommended by:
Stephen Cleveland Date
City Manager
Approved and Accepted by: Approved and Accepted by:
Steve Chucri , Chairman Date Jackie Meck, Mayor Date
Board of Supervisors City of Buckeye
Attested by: Attested by:
Clerk of the Board Date City Clerk Date
APPROVAL OF DEPUTY COUNTY ATTORNEY AND CITY ATTORNEY
I hereby state that I have reviewed this 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
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EXHIBIT A
Road-related Tasks:
a. Grading
b. Sweeping
c. Surface Treatment/Seal Coats
d. Signage
e. Striping
f. Debris Removal
g- Material Hauling
h. Fence Repair
i. Storm Drain/Culvert Repair
Barricading
k. Pothole Repair
I. Signal Maintenance
m. Equipment Exchange
n. Concrete Repair
o. Bridge Repairs
p. Storm Repairs
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