ENTENTE AGREEMENT GILBERT FINAL.DOCX

INTERGOVERNMENTAL AGREEMENT
BETWEEN MARICOPA COUNTY AND THE TOWN OF GILBERT
FOR THE EXCHANGE OF SERVICES (ENTENTE)
(C-64-14- ____-M-00)
This Intergovernmental Agreement (Agreement) is between the County of Maricopa,
a political subdivision of the State (County), and the Town of Gilbert, a municipal
corporation (Town). The County and Town 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 Town to layout and establish, regulate
and improve streets within the Town, 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 Town Manager, or their designees, to enter
into separate LOAs for each routine or emergency highway maintenance
project.
PURPOSE OF THE AGREEMENT
6. The purpose of this Agreement is to establish procedures to authorize the
County Transportation Director and the Town 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 services.
TERMS OF THE LOA
7. 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 $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. Prior to any terms of an LOA being executed by either the Town or the County,
payment shall be remitted to the owed Party for the project work to be done
pursuant to the LOA.
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 Town, 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 Town's or
County's authority.
TERMS OF THE AGREEMENT
13. Responsibilities of the County:
13.1 The County Transportation Director or their designee is authorized to
select routine or emergency highway maintenance projects suitable for
an LOA and to enter into LOAs with the Town; provided however, that
if the value of goods or services exchanged with the Town is not of
equal value, the total aggregate reimbursement to the Town for all
LOAs will not exceed $200,000 per fiscal year.
13.2 Complete each routine or emergency highway maintenance 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.
13.3 Exchange goods or services that will be of similar value or to
reimburse the Town for the value of goods or services in excess of the
value of goods or services received from the Town; provided however,
that the total aggregate reimbursement to the Town for all LOAs will
not exceed $200,000 per fiscal year.
13.4 Prior to the end of every fiscal year of the County during the Term, the
County shall provide the Town 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 Town and an invoice for such costs. The
County’s fiscal year ends June 30th.Within 30 days of receipt of a Town
Statement, the County shall remit payment to the Town for the dollar

value owed.
13.5 Permit the Town to inspect the routine or emergency highway
maintenance projects undertaken by the County on behalf of the Town
and pursuant to an LOA. If the Town reasonably believes the project is
not being conducted by the County in conformance with the LOA, or
the Town 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 Town.
13.6 Comply with existing law and all County policies, such as planning,
budgeting and purchasing.
13.7 Perform all obligations agreed to under an LOA.
14. Responsibilities of the Town:
14.1 The Town Manager or their designee is authorized to select in his sole
discretion routine or emergency highway maintenance 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 will not exceed $200,000 per fiscal year.
14.2 Complete each routine or emergency highway maintenance project,
such as those generally outlined in Exhibit A, in accordance with the
Town'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 Town.
14.3 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; provided
however, that the total aggregate reimbursement to the County for all
LOAs will not exceed $200,000 per fiscal year.
14.4 Prior to the end of every fiscal year of the County during the Term, the
Town shall provide the County a statement of services performed by
the Town pursuant to an executed LOA (“Town Statement”). The Town
Statement shall also include an itemization of any and all costs owed
to the Town by the County and an invoice for such costs. The
County’s fiscal year ends June 30th.
14.5 Within 30 days of receipt of a County Statement, the Town shall remit
payment to the County for the dollar value owed.

14.6 Permit the County to inspect the routine or emergency highway
maintenance projects undertaken by the Town on behalf of the County
and pursuant to an LOA. If the County reasonably believes the project
is not being conducted by the Town 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
Town shall correct or re-perform it, as necessary, to the reasonable
satisfaction of the County.
14.7 Comply with existing law and all Town policies, such as planning,
budgeting and purchasing.
14.8 Perform all obligations agreed to under an LOA.
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 $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
16. The County and the Town shall budget, finance and bear the expense of each
LOA separately. The County Transportation Director and the Town Manager or
their designee shall ensure that sufficient financing is available prior to entering
into a 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 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 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.
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 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.
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 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 (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.
23. 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 St.
Phoenix, AZ 85009
Town of Gilbert
Attn: Town Engineer
37622 North Gilbert Road
Gilbert, Arizona 85331
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.

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 Gilbert Town 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 all 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 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 shall 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 shall
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

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement.
MARICOPA COUNTY TOWN OF GILBERT
Recommended by: Recommended by:
_______________________________ _______________________________
John B. Hauskins, P.E. Date Patrick Banger Date
Transportation Director Town Manager
Approved and Accepted by: Approved and Accepted by:
_______________________________ _______________________________
Max Wilson, Chairman Date John Lewis Date
Board of Supervisors Mayor
Attest by: Attest by:
_______________________________ _______________________________
Clerk of the Board Date Gilbert Clerk Date
APPROVAL OF DEPUTY COUNTY ATTORNEY AND GILBERT 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 Gilbert Attorney Date

EXHIBIT A
Maintenance 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
j. Barricading
k. Pothole Repair
l. Signal Maintenance
m. Equipment Exchange
n. Concrete Repair
o. Bridge Repairs
p. Storm Repairs