ENTENTE _09.20.2022_LITCHFIELD PARK_COLP SIGNED.PDF

Maricopa County — Formal (2022-12-07)

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INTERGOVERNMENTAL AGREEMENT BETWEEN MARICOPA COUNTY AND THE
CITY OF LITCHFIELD PARK FOR THE EXCHANGE OF SERVICES (ENTENTE)

(C-64-23- -X-00)

This Intergovernmental Agreement (Agreement) is between the County of Maricopa, a political
subdivision of the State (County), and the City of Litchfield Park, a 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 and
resource exchange program whereby routine or emergency highway maintenance will be
implemented more efficiently (Entente Program). The Entente Program is designed to
focus on 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).

PURPOSE OF THE AGREEMENT

5. The purpose of this Agreement is to establish procedures to authorize the County's
Department of Transportation Director, or designee, and the City Manager, or designee,
to enter into LOAs to exchange goods or services between each Party in order to perform
routine or emergency highway maintenance services.

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TERMS OF THE AGREEMENT

The County shall:

6.1

6.2

6.3

6.4

6.5

6.6

Authorize the County’s Department of Transportation Director, or designee, to sign
LOAs created pursuant to this Agreement.

Select routine or emergency highway maintenance projects, such as those
generally outlined in Exhibit A, which is attached to this Agreement and
incorporated into this Agreement by reference, 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 the County provided goods or services exchanged with the
City is less than the value of goods and services provided by City for any individual
LOA, County shall remit to the City the difference in value, provided that the total
aggregate reimbursement to the City for all LOAs entered into pursuant to this
Agreement will not exceed $250,000 per fiscal year.

Remit to the City the balance of any sums due pursuant to paragraph 6.2 hereof
within 30 days of receipt of an itemized statement from the City or as provided in
the LOA.

Complete each routine or emergency highway maintenance project, 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.

Prior to June 30, provide the City an annual statement of services performed by
the County pursuant to an executed LOA created pursuant to this Agreement
(County Statement). The County Statement shall include an itemization of any
and all costs owed to the County by the City and an invoice for any outstanding
balance.

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 performed by the County in
conformance with the LOA, or the City reasonably believes that that project has
not been undertaken and performed in a good and workmanlike manner, the
County shall correct or re-perform it, as necessary, to the reasonable satisfaction
of the City.

The City shall:

7.1

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10.

11.

by the County for any individual LOA, the City shall remit to the County the
difference in value, provided that the total aggregate reimbursement to the County
for all LOAs entered into pursuant to this Agreement will not exceed $250,000 per
fiscal year.

7.2 Remit to the County the balance of any sums due pursuant to paragraph 6.2 hereof
within 30 days of receipt of an itemized statement from the County or as provided
in the LOA.

7.3 Complete each routine or emergency highway maintenance project, in accordance
with 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.

74 Prior to June 30, provide the County an annual statement of services performed
by the City pursuant to an executed LOA created pursuant to this Agreement (City
Statement). The City Statement shall include an itemization of any and all costs
owed by the County to the City and an invoice for any outstanding balance.

7.5 Permit the County to inspect the routine or emergency highway maintenance
projects undertaken by City on behalf of the County and pursuant to an LOA. If the
County reasonably believes the project is not being performed by the City in
conformance with the LOA, or the County reasonably believes that that project has
not been undertaken and performed in a good and workmanlike manner, the City
shall correct or re-perform it, as necessary, to the reasonable satisfaction of the
County.

GENERAL TERMS AND CONDITIONS

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, employees, elected
Officials or agents, from and against all liability, 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 and any LOA entered into pursuant to this Agreement, 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.

This Agreement shall become effective as of the date it is executed by all the governing
bodies of the Parties and shall remain in full force and effect until all performance has
been completed.

This Agreement may be amended only upon written Agreement by all Parties.

This Agreement is subject to the provisions of A.R.S. § 38-511.

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12.

13.

14.

15.

The Parties warrant that they are in compliance with A.R.S. § 41-4401 and further
acknowledge that:

12.1 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) years, whichever is longer.

12.2 Any breach of the warranty shall be deemed a material breach of this agreement
of which breaching party may be liable for penalties including termination of the
agreement.

12.3. 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.

12.4 Nothing in this Agreement shall make any contractor or subcontractor an agent or
employee of the Parties to this Agreement.

Any contractor or subcontractor who engages in for-profit activity and has 10 or more
employees, if the value of the contract is a minimum of $1,000,000, certify it is not currently
engaged in, and agrees for the duration of this Agreement to not engage in, a boycott of
goods or services from Israel. This certification does not apply to a boycott prohibited by
50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842.

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.

Each Party warrants and certifies that for the duration of the contract that it will not, use
any contractors, subcontractors or suppliers that use the forced labor or any goods or
services produced by the forced labor of ethnic Uyghurs in the People's Republic of
China. If a Party becomes aware during the term of the Agreement that any contractors,
subcontractors or suppliers are not in compliance with this paragraph, the Party shall
notify the other Party within five business days after becoming aware of the
noncompliance. Failure of the Party to provide a written certification that the Party has
remedied the noncompliance within one hundred eighty (180) days after notifying the
other Party of its noncompliance, this Agreement shall terminate unless the Term of this
Agreement shall end prior to said one hundred eighty (180) day period.

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16.

17.

18.

19.

20.

It shall be a material breach of this Agreement for a Party to fail to observe or perform any
of the material covenants, conditions or provisions of this Agreement, where such failure
shall continue for a period of thirty (30) days after the non-defaulting Party provides the
defaulting Party with written notice of such failure; 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.
The total aggregate cure period shall not exceed ninety (90) days unless the Parties
otherwise agree in writing. In the event of Default, the non-defaulting Party, at its option,
may terminate this Agreement without waiving any available remedies at law or in equity.

All notices required under this agreement to be given in writing shall be sent to:
County:

Maricopa County Department of Transportation
Attn: Intergovernmental Relations Branch

2901 W. Durango Street

Phoenix, Arizona 85009

City of Litchfield Park

Attn: City Manager

214 West Wigwam Boulevard
Litchfield Park, Arizona 85340

Either Party may by written notice to the other specify a different address for notice. 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 or certified mail
or U.S. Postal Service Express Mail, with postage prepaid, or by commercial delivery
service performed with receipt. Any notice sent by 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 delivery
service that guarantees next day delivery shall be deemed given 24 hours after delivery
of the notice to the Postal Service or courier for delivery.

Any funding provided for in this Agreement, other than in the current fiscal year, is
contingent upon being budgeted and appropriated by the governing bodies of the Parties
in such fiscal year.

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.

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.

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21.

22.

23.

24.

25.

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.

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.
Electronic signatures are acceptable as original signatures.

The Parties will 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.

The venue for any claim arising out of or in any way related to this Agreement shall be
Maricopa County, Arizona.

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 have executed this Agreement.

CITY OF LITCHFIELD PARK

Recommended by:

Matthew C. Williams

Matthew C.Williams (Oct 27, 2022 12:50 PDT)

Matthew Williams Date
City Manager

Approved and Accepted by:

“ThSAsf

Thomas Schoaf (OFt 27, 2022 10:46 PDT)

Thomas L. Schoaf Date
Mayor
Attest by:

VI | ocro bet 27, Mote
Terri Roth, MMC 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 City under the laws of the State of Arizona.

DGD. Estos

Joseph 8. Estes (Oct 27, 2022 10:47 PDT)
Gust Rosenfeld, PLC, City Attorney Date
By: Joseph D. Estes

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IN WITNESS WHEREOF, the Parties have executed this Agreement.

MARICOPA COUNTY
Recommended by:
DocuSigned by:
dese Gutiurey 10/10/2022
. E47E235375F04C3...
Jvennirer f|otn, 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.

DocuSigned by:

Difulaus \. Dupes 10/10/2022

5D871E820E94422...

Deputy County 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
j. Barricading

k. Pothole Repair

I. Signal Maintenance

m. Equipment Exchange

n. Concrete Repair

oO. Bridge Repairs

p. Storm Repairs

q. Guardrail Repairs