ENTENTE_GOODYEAR-_FINAL_REV.1_3.1.2022.DOCX.PDF

INTERGOVERNMENTAL AGREEMENT BETWEEN MARICOPA COUNTY AND THE  
 
CITY OF GOODYEAR FOR THE EXCHANGE OF SERVICES (ENTENTE) 
 
(C-64-22- _______ -X-00) 
 
 
This Intergovernmental Agreement (Agreement) is between the County of Maricopa, a 
political subdivision of the State (County), and the City of Goodyear, an Arizona 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 
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 Letter(s) of Agreement (LOA or LOAs).  
 
 
PURPOSE OF THE AGREEMENT 
 
5. 
The purpose of this Agreement is to establish procedures to authorize the County 
Department of Transportation (MCDOT) Director, or their designee, and the City 
Manager, or their 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 
6. 
County shall:  
 
6.1   
Authorize the MCDOT Director, or designee, to sign LOAs created pursuant 
to this Agreement. 
 
6.2   
Select routine or emergency highway maintenance projects, such as those 
generally outlined in Exhibit A, which is attached to and incorporated into 
this Agreement, suitable for a LOA, and enter into LOAs with City for the 
exchange of goods or services for highway maintenance projects. If the 
value of County provided goods or services exchanged with City is less than 
the value of goods and services provided by City for any individual LOA, 
County shall remit to City the difference in value, provided that the total 
aggregate reimbursement to City for all LOAs entered into pursuant to this 
Agreement will not exceed $250,000 per fiscal year.   
 
6.3 
Remit to City the balance of any sums due pursuant to paragraph 6.2 hereof 
within 30 days of receipt of an itemized statement from City unless 
otherwise provided in the LOA. 
 
6.4 
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 City. 
 
6.5 
Prior to June 30 of each year this Agreement remains valid, provide City an 
annual statement of services performed by County pursuant to an executed 
LOA created pursuant to this Agreement (Maricopa County Statement). 
The Maricopa County Statement shall include an itemization of any and all 
costs owed to County by City and an invoice for any outstanding balance. 
 
6.6 
Allow City to inspect the routine or emergency highway maintenance 
projects undertaken on behalf of City by County pursuant to a LOA. If such 
a project is not being performed by County in conformance with the LOA 
and/or in a good and workmanlike manner, County shall correct or re-
perform it, as necessary, to the reasonable satisfaction of the City. 
 
 
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7. 
City shall: 
 
7.1 
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, suitable for an LOA, and enter into LOAs 
with County for the exchange of goods or services for highway maintenance 
projects. If the value of City provided goods or services exchanged with 
County is less than the value of goods and services provided by County for 
any individual LOA, City shall remit to County the difference in value, 
provided that the total aggregate reimbursement to County for all LOAs 
entered into pursuant to this Agreement will not exceed $250,000 per fiscal 
year. 
 
7.2 
Remit to County the balance of any sums due pursuant to paragraph 7.1, 
hereof within 30 days of receipt of an itemized statement from County or as 
provided in the LOA. 
 
7.3 
Complete each routine or emergency highway maintenance project, in 
accordance with 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 County. 
 
7.4 
Prior to June 30 of each year this Agreement remains valid, provide County 
an annual statement of services performed by 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 to City by 
County and an invoice for any outstanding balance. 
 
7.5 
Allow County to inspect the routine or emergency highway maintenance 
projects undertaken by City on behalf of County pursuant to a LOA. If such 
a project is not being performed by City in conformance with the LOA and/or 
in a good and workmanlike manner, City shall correct or re-perform it, as 
necessary, to the reasonable satisfaction of County. 
 
 
 
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GENERAL TERMS AND CONDITIONS 
 
8. 
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 for which the Party may be liable 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. 
 
9. 
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.  
 
10. 
This Agreement may be amended only upon written Agreement by all Parties. 
 
11. 
This Agreement is subject to the provisions of A.R.S. § 38-511. 
 
12. 
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. 
 
13. 
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. 
 
14. 
All notices required under this agreement to be given in writing shall be sent to: 
 
Maricopa County Department of Transportation 
Attn: Intergovernmental Relations Branch 
2901 West Durango Street 
Phoenix, Arizona 85009 
 
 
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City of Goodyear 
City Manager 
190 N. Litchfield Road 
Goodyear, Arizona 85338 
 
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. 
 
15. 
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.  
 
16. 
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.  
 
17. 
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. 
 
18. 
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. 
 
19. 
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. 
 
20. 
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. 
 
21. 
The venue for any claim arising out of or in any way related to this Agreement shall 
be Maricopa County, Arizona. 
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22. 
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 GOODYEAR 
 
 
 
Recommended by: 
 
 
 
_______________________________ 
Julie Karins  
 
 Date 
City Manager 
 
 
Approved and Accepted by: 
 
 
 
_______________________________ 
Georgia Lord  
    
       Date 
City Mayor 
 
Attest by: 
 
 
_______________________________ 
Darcie McCracken  
 
       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 Goodyear City Council under the laws of the State of 
Arizona. 
 
 
_________________________________ 
City Attorney  
 
 
Date 
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IN WITNESS WHEREOF, the Parties have executed this Agreement. 
 
 
MARICOPA COUNTY 
 
 
 
Recommended by: 
 
 
 
 
 
Jennifer Toth, 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. 
 
 
 
 
 
Deputy County Attorney 
Date 
 
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3/1/2022
3/1/2022

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 
 
l. 
Signal Maintenance 
 
m. 
Equipment Exchange 
 
n. 
Concrete Repair 
 
o. 
Bridge Repairs 
 
p. 
Storm Repairs 
 
q. 
Guardrail Repairs 
 
 
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