05.19.26 _ - PC 2208 - FINAL ENTENTE CITY OF SCOTTSDALE.PDF

Contract No. 2026-056-COS 
Page 1 of 10 
 
INTERGOVERNMENTAL AGREEMENT BETWEEN  
 
MARICOPA COUNTY AND CITY OF SCOTTSDALE  
 
FOR THE EXCHANGE OF SERVICES (ENTENTE) 
 
 
 
 
This Intergovernmental Agreement (Agreement) is between Maricopa County, a political 
subdivision of the State of Arizona (County), and the City of Scottsdale, 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 lay out, 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 lay out 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 roadway improvement and 
resource exchange program whereby routine or emergency roadway 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 Letters of Agreement (LOA or LOAs). 
 
 
PURPOSE OF THE AGREEMENT 
 
5. 
This Agreement aims 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 to perform routine or emergency 
roadway maintenance services. 
 
 
DURATION 
 
6. 
This Agreement shall become effective on the last signature date set forth below after 
execution by all Parties and remain in full force and effect until either Party terminates it. 
Any Party may terminate this Agreement for any reason upon furnishing the other Party 
with written notice at least thirty (30) days prior to the effective termination date.

Contract No. 2026-056-COS 
Page 2 of 10 
 
TERMS OF THE AGREEMENT 
 
7. 
The County shall:  
 
7.1   
Authorize the County’s Department of Transportation Director, or designee, by 
adoption of this Agreement, to sign LOAs created pursuant to this Agreement. 
 
7.2   
Select routine or emergency roadway maintenance projects, such as those 
generally outlined in Exhibit A, which is attached to this Agreement and 
incorporated by reference, 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 the County provided goods or services exchanged with the City is less 
than the value of goods and services provided by the City for any individual LOA, 
the 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. 
 
7.3 
Upon LOA Project Completion, provide the City with a 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 all costs owed to the County by the City and an invoice for any 
outstanding balance.  
 
7.4 
Remit to the City the balance of any sums due pursuant to paragraph 7.2 hereof 
within thirty (30) days of receipt of an itemized statement from the City or as 
provided in the LOA. The costs of the goods or services will be standardized by 
the Parties, as provided below: 
 
7.3.1 
Labor: average market rate plus overhead costs;  
7.3.2 
Equipment: FEMA Schedule of Equipment Rates; 
7.3.3 
Material: current procurement rate. 
 
7.5 
Complete each routine or emergency roadway 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. 
 
7.6 
Apply for no-cost permits, as needed, from the City for any work performed on 
behalf of the City and pursuant to an LOA. Provide no-cost permits, as needed, to 
the City for any work performed on behalf of the County and pursuant to an LOA.  
 
7.7 
Allow 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 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.

Contract No. 2026-056-COS 
Page 3 of 10 
 
 
8. 
The City shall: 
 
8.1 
Authorize the City Manager, or designee, by adoption of this Agreement, to sign 
LOAs created pursuant to this Agreement. 
 
8.2 
Select routine or emergency roadway maintenance projects, such as those 
generally outlined in Exhibit A, which is attached to this Agreement and 
incorporated by reference, suitable for an LOA, and enter into LOAs with the 
County for the exchange of goods or services for roadway maintenance projects. 
If the value of the City provided goods or services exchanged with the County is 
less than the value of goods and services provided 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. 
 
8.3 
Upon LOA Project completion, provide the County with a 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 
all costs the County owes to the City and an invoice for any outstanding balance. 
 
8.4 
Remit to the County the balance of any sums due pursuant to paragraph 8.2 hereof 
within thirty (30) days of receipt of an itemized statement from the County or as 
provided in the LOA. The costs of the goods or services will be standardized by 
the Parties, as provided below: 
 
7.3.4 
Labor: average market rate plus overhead costs;  
7.3.5 
Equipment: FEMA Schedule of Equipment Rates; 
7.3.6 
Material: current procurement rate. 
 
8.5 
Complete each routine or emergency roadway maintenance project in accordance 
with the 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 the County. 
 
8.6 
Apply for no-cost permits, as needed, from the County for any work performed on 
behalf of the County and pursuant to an LOA. Provide no-cost permits, as needed, 
to the County for any work performed on behalf of the City and pursuant to an LOA.  
 
8.7 
Allow 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 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.

Contract No. 2026-056-COS 
Page 4 of 10 
 
TERMS OF THE LOA 
 
9. 
Each LOA will describe the routine or emergency roadway maintenance project and any 
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 $250,000 per fiscal year. Each 
Party will maintain a record of the goods and services exchanged over the life of the 
Agreement. 
 
10. 
After the Parties enter an LOA, and 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 $250,000 per fiscal year. 
 
11. 
Nothing in any LOA shall be interpreted to enlarge or expand the County's or the City’s 
authority. 
 
 
MANNER OF FINANCING 
 
12. 
The County and the City shall budget, finance, and bear the expense of each LOA 
separately. The County Transportation Director, or designee, and the City Manager, or 
designee, shall ensure that sufficient financing is available prior to entering into an LOA. 
 
 
GENERAL TERMS AND CONDITIONS 
 
13. 
To the extent permitted by law, each Party will indemnify, defend, and hold 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 that 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, including but not limited to injuries or death of persons or damages to or 
destruction of property. In the event of an action, the damages that are the subject of this 
indemnity shall include costs, expenses of litigation, and reasonable attorney’s fees. 
 
14. 
This Agreement may be amended only upon written agreement by all Parties.   
 
15. 
This Agreement is subject to the provisions of A.R.S. § 38-511. 
 
16. 
The Parties warrant that they are following A.R.S. § 41-4401 and further acknowledge 
that: 
 
16.1 
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.

Contract No. 2026-056-COS 
Page 5 of 10 
 
 
16.2 
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. 
 
16.3 
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 to facilitate such an inspection. 
 
16.4 
Nothing in this Agreement shall make any contractor or subcontractor an agent or 
employee of the Parties to this Agreement. 
 
17. 
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 according to 50 U.S.C. § 4842. 
 
18. 
Each Party warrants and certifies that no contractor or vendor under contract with the 
Party to provide goods or services toward the accomplishment of the objectives of this 
Agreement currently has, and for the duration of the contract will not, use: 
 
18.1 
The forced labor of ethnic Uyghurs in the People's Republic of China. 
 
18.2 
Any goods or services produced by the forced labor of ethnic Uyghurs in the 
People's Republic of China. 
 
18.3 
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 any Party becomes aware during the term of the Agreement that any contractor or 
vendor is 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 contractor or vendor has remedied the 
noncompliance within one hundred eighty (180) days after notifying the public entity of its 
noncompliance, this Agreement shall terminate unless the Term of this Agreement shall 
end prior to said one hundred eighty (180) day period. 
 
19. 
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.

Contract No. 2026-056-COS 
Page 6 of 10 
 
20. 
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 W. Durango Street 
Phoenix, Arizona 85009 
TaiAnna.Yee@maricopa.gov  
 
City of Scottsdale 
Attn: Transportation Director 
7447 E. Indian School Road 
Suite 205 
Scottsdale, Arizona 85251 
ATymkiw@scottsdaleaz.gov 
 
All notices required or permitted by this Agreement or applicable law shall be in writing 
and may be delivered by e-mail, 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 the 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. Notice given by e-mail shall be deemed delivered one business day after the e-
mail was sent. 
 
21. 
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.  
 
22. 
This Agreement shall be construed as a whole and under its fair meaning and without 
regard to any presumption or other rule requiring construction against the party drafting 
this Agreement. If a court of competent jurisdiction finds that any provision is invalid, all 
remaining provisions shall remain in full effect. 
 
23. 
No waiver of any term of this Agreement shall be deemed to be a continuing waiver of 
such term. 
 
24. 
Except as otherwise provided in this Agreement, all covenants, agreements, 
representations, and warranties outlined in this Agreement, or any certificate or instrument 
executed or delivered according to this Agreement shall survive the expiration or earlier 
termination of this Agreement for a period of one (1) year. 
 
25. 
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.

Contract No. 2026-056-COS 
Page 7 of 10 
 
26. 
The Parties will execute and 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 according to this Agreement. 
 
27. 
The venue for any claim arising out of or in any way related to this Agreement shall be 
Phoenix, Arizona. 
 
28. 
This Agreement shall be governed by the laws of the State of Arizona. 
 
 
End of Agreement - Signature Page Follows

Contract No. 2026-056-COS
IN WITNESS WHEREOF, the Parties have executed this Agreement.
CITY OF SCOTTSDALE
Recommended by:
r
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/GregCatSi 
'Xity Meager
Da^te
Approved and Accepted by:
Borowskv 
*
M/2D/aco(,
Lisa Borowsky 
Mayor
Date
Attest by:
snj^pdi.
Ben Lane, City Clerk
Date
APPROVAL OF CITY ATTORNEY
The foregoing Agreement has been reviewed pursuant to A.R.S. § 11-952 by the 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.
'ad ^I^OZIQ
Luis E. Santaeila. interim Citv Attc
Luis E. Santaeila, Interim City Attorney Date 
Lindsay Hampshire, Assistant City Attorney
19074446
Page 8 of 9

Contract No. 2026-056-COS 
Page 9 of 10 
IN WITNESS WHEREOF, the Parties have executed this Agreement. 
MARICOPA COUNTY 
Recommended by: 
Jesse Gutierrez, P.E. 
Date 
Transportation Director 
Approved and Accepted by: 
Date 
Chair 
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 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

Contract No. 2026-056-COS 
Page 10 of 10 
 
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