IGA WITH TOWN OF FLORENCE EXCHANGE OF SERVICE -ENTENTE.PDF

DocuSign Envelope ID: DDB61BB0-EDAE-472A-AC2D-4241BC5C27DD

INTERGOVERNMENTAL AGREEMENT
BETWEEN COUNTY AND THE TOWN OF FLORENCE
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 (County), and the Town of Florence, a political
subdivision of the State (Town). County and Florence 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 ef 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
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 Letters of Agreement (LOA or LOAs).

PURPOSE OF THE AGREEMENT

4. The purpose of this Agreement is to establish procedures to authorize the County
Transportation Department Director, or their designee, and the Town Public Works
Director, 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

5. County shall:

5.1

5.2

5.3

5.4

5.5

5.6

Authorize the County Transportation Department Director, or designee, to
sign LOAs under this Agreement.

Select routine or emergency highway maintenance projects suitable for a
LOA and enter into LOAs with Town for the exchange of goods or services
for highway maintenance projects. If the value of County provided goods or
services exchanged with Town is less than the value of goods and services
provided by Town, County shall remit to Town the difference in value,
provided that the total aggregate reimbursement to Town for all LOAs will
not exceed $50,000 per fiscal year.

Remit to Town any sums due to Town for its contribution of goods and
services the value of which exceed the value of goods and services
provided by County, less any payments previously remitted, within 30 days
of receipt of an itemized statement from Town or pursuant to the terms of
the LOA.

Complete each routine or emergency highway maintenance project, such
as those generally outlined in Exhibit A, which is attached to this
Agreement and incorporated into this Agreement by reference, 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 County.

Prior to the end of every fiscal year of County, provide 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 County by Town and an invoice for any outstanding
costs. County’s fiscal year ends June 30th.

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

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6. Town shall:

6.1

6.2

6.3

6.4

6.5

6.6

Authorize the Town Public Works Director, or designee, to sign LOAs under
this Agreement.

Select routine or emergency highway maintenance projects suitable for a
LOA and to enter into LOAs with County for the exchange of goods and
services for highway maintenance projects. If the value of Town provided
goods or services exchanged with County is less than the value of goods
and services provided by County, Town shall remit to County the difference
in value, provided that the total aggregate reimbursement to County for all
LOAs will not exceed $50,000 per fiscal year.

Remit to County any sums due to County for its contribution of goods and
services the value of which exceed the value of goods and services
provided by Town, less any payments previously remitted, within 30 days
of receipt of an itemized statement from County or pursuant to the terms of
the LOA.

Complete each routine or emergency highway maintenance project, such
as those generally outlined in Exhibit A, in accordance with 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.

Prior to the end of every fiscal year of the Town, provide County a statement
of services performed by Town pursuant to an executed LOA (Town
Statement). Town Statement shall also include an itemization of any and
all costs owed to Town by County and an invoice for any outstanding costs.
County’s fiscal year ends June 30th.

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

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10.

11.

12.

13.

TERMS OF THE LOA

Each LOA will describe the routine or emergency highway 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 $50,000 per fiscal year. Each Party will maintain a record of the
goods and services exchanged over the life of the Agreement.

After the Parties enter into 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 $50,000 per fiscal
year.

Prior to any work being performed under a LOA by either Party, payment shall be
remitted to the owed Party for the project work to be performed pursuant to the
LOA.

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.

All routine or emergency highway maintenance projects shall be performed with
existing resources.

Nothing in any LOA shall be interpreted to enlarge or expand the Parties’ authority.

MANNER OF FINANCING

The Parties shall budget, finance and bear the expense of each LOA separately.
The County Transportation Director and the Town Public Works Director, or their
designee, shall ensure that sufficient financing is available prior to entering into a
LOA.

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14.

15.

16.

17.

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 loss, expense, damage
or claim of any nature whatsoever which is caused by any activity, condition or
event arising out of the negligent 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, 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 or nonperformance of this Agreement, except such injury or
damage as shall have been caused or contributed to by the negligence 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.

This Agreement shall become effective as of the date it is approved by the
governing bodies of the Parties and remain in full force and effect until all
stipulations previously indicated have been satisfied, except that it may be
amended upon written Agreement by all Parties.

This Agreement shall be 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:

17.1. 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.

17.2 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.

17.3 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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18.

19.

20.

21.

17.4 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 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.
All notices required under this agreement to be given in writing shall be sent to:

County Department of Transportation
Attn: Intergovernmental Relations Branch
2901 W. Durango Street

Phoenix, Arizona 85009

Town Public Works Director
Town of Florence

425 E. Ruggles Street
Florence, AZ 85132

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22.

23.

24.

25.

26.

27.

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.

This Agreement does not imply authority to perform any tasks, or accept any
responsibility, not expressly stated in this Agreement.

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 may be terminated by any Party at the
end of any fiscal year due to non-appropriation of funds.

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.

This Agreement and all Exhibits attached to this Agreement set forth all of the
covenants, promises, agreements, conditions and understandings related to the
Project between the Parties to this Agreement, and there are no covenants,
promises, agreements, conditions or understandings, either oral or written,
between the Parties related to the Project, 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.

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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28.

29.

30.

31.

32.

33.

34.

35.

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.

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.

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.

Section or 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.

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.

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 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.

TOWN OF FLORENCE

Recommended by:

A Lan

lodge

Christopher A. Salas
Town Engineer

Date

Approved and Accepted by:

Sunline,

loll §/af

Mayor Date
Attest by:
‘Zs ; ;
ya KE [0l18 [aoa
own Clerk "Date

APPROVAL OF TOWN 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 Town under the laws of the State of Arizona.

Wate //1%oo\

Town Attorney

Date

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IN WITNESS WHEREOF, the Parties have executed this Agreement.

MARICOPA COUNTY
Recommended by:
DocuSigned by:
Jesse Gutierny 10/6/2021
Jesse Gutierrez Date
Deputy 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:
[ sue Puk 10/6/2021
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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