2022-01-03 - PINAL COUNTY ENTENTE.PDF

DocuSign Envelope ID: F01C272A-88EC-4BCB-9896-48E59D07321F

INTERGOVERNMENTAL AGREEMENT
BETWEEN MARICOPA COUNTY AND PINAL COUNTY
FOR THE EXCHANGE OF SERVICES (ENTENTE)

(C-64-21- -M-00)

This Intergovernmental Agreement (Agreement) is between the County of Maricopa, a
political subdivision of the State (Maricopa County), and the County of Pinal, a political
subdivision of the State (Pinal County). Maricopa and Pinal County are collectively
referred to as the Parties or individually as a Party.

STATUTORY AUTHORIZATION

1. The Parties are 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 their respective jurisdictions.

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.

BACKGROUND

3. 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
4. The purpose of this Agreement is to establish procedures to authorize the

Maricopa County Transportation Department Director, or their designee, and the
Pinal County Public Works Director, or their designee, to enter into LOAs to

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exchange goods or services between the Parties in order to perform routine or
emergency highway maintenance services.

TERMS OF THE AGREEMENT

5. Maricopa County shall:

5.1

5.2

5.3

5.4

5.5

5.6

Authorize the Maricopa County Transportation Department 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 Pinal County for the exchange of goods or services for
highway maintenance projects. If the value of Maricopa County provided
goods or services exchanged with Pinal County is less than the value of
goods and services provided by Pinal County for any individual LOA,
Maricopa County shall remit to Pinal County the difference in value,
provided that the total aggregate reimbursement to Pinal County for all
LOAs entered into pursuant to this Agreement will not exceed $250,000 per
fiscal year.

Remit to Pinal County the balance of any sums due pursuant to paragraph
5,2 hereof within 30 days of receipt of an itemized statement from Pinal
County or as provided in the LOA.

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

Prior to June 30, provide Pinal County an annual statement of services
performed by Maricopa 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
Maricopa County by Pinal County and an invoice for any outstanding
balance.

Permit Pinal County to inspect the routine or emergency highway
maintenance projects undertaken by Maricopa County on behalf of Pinal
County and pursuant to an LOA. If Pinal County reasonably believes the
project is not being performed by Maricopa County in conformance with the

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

6. Pinal County shall:

6.1

6.2

6.3

6.4

6.5

6.6

Authorize the Pinal County Public Works Director, or designee, to sign
LOAs under 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 Maricopa County for the exchange of goods or services
for highway maintenance projects. If the value of Pinal County provided
goods or services exchanged with Maricopa County is less than the value
of goods and services provided by Maricopa County for any individual LOA,
Maricopa County shall remit to Maricopa County the difference in value,
provided that the total aggregate reimbursement to Maricopa County for all
LOAs entered into pursuant to this Agreement will not exceed $250,000 per
fiscal year.

Remit to Maricopa County the balance of any sums due pursuant to
paragraph 5,2 hereof within 30 days of receipt of an itemized statement from
Maricopa County or as provided in the LOA.

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

Prior to June 30, provide Pinal County an annual statement of services
performed by Maricopa 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
Maricopa County by Pinal County and an invoice for any outstanding
balance.

Permit Maricopa County to inspect the routine or emergency highway
maintenance projects undertaken by Pinal County on behalf of Maricopa
County and pursuant to an LOA. If Maricopa County reasonably believes
the project is not being performed by Pinal County in conformance with the

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10.

11.

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

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

11.1. 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.

11.2 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.

11.3 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.

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12.

13.

14.

15.

11.4 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.

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

Pinal County]:

Andrew Smith

Pinal County Public Works Director
31 .N. Pinal

Florence, AZ 85132

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

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16.

17.

18.

19.

20.

21.

22.

23.

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.

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.

Pinal County

Recommended by:

DocuSigned by:
[ tude Smith, aayupor

Date

Approved and Accepted by:

AAS Le nfefenl

Chair Date
Board of Supervisors

Attest by:

Mf eas Mt 5/299]

Ping/Cosnty Clerk Date

APPROVAL OF PINAL COUNTY 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 Pinal County under the laws of the State of Arizona.

DocuSigned by:

kevin Castells 11/17/2021

3E51C£073570495.

Pinal County Attorney Date

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IN WITNESS WHEREOF, the Parties have executed this Agreement.

MARICOPA COUNTY
Recommended by:
‘DocuSigned by:
Jennifer Tetle 11/17/2021
Jennifer Toth, P.E. Date

Transportation Director

Approved and Accepted by:

Chair 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:

Wayne Pek 11/17/2021

82E0BD100852401

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

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