STREET MAINT ENTENTE IGA-SIGNED BY AJ.DOCX.PDF

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INTERGOVERNMENTAL AGREEMENT BETWEEN
MARICOPA COUNTY AND THE CITY OF APACHE JUNCTION
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 Apache Junction, 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 ef seq., to layout, maintain, control and manage public roads within the County.

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.

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
Transportation Department 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.

TERMS OF THE AGREEMENT

6. The County shall:

6.1 Hereby authorizes the County Transportation Department Director, or designee,
to sign LOAs under this Agreement.

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Select routine or emergency highway maintenance projects 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 County provided goods or services
exchanged with the City is less than the value of goods and services provided by
the City, the County shall remit to the City the difference in value, provided that the
total aggregate reimbursement to the City for all LOAs will not exceed $250,000
per fiscal year.

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

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

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

7. The City shall:

7.1

7.2

Select routine or emergency highway maintenance projects suitable for an LOA
and to enter into LOAs with the County for the exchange of goods and services for
highway maintenance projects. If the value of City provided goods or services
exchanged with the County is less than the value of goods and services provided
by the County, the City shall remit to the County the difference in value, provided
that , the total aggregate reimbursement to the County for all LOAs will not exceed
$250,000 per fiscal year.

Remit to the County any sums due to the County for its contribution of goods and
services the value of which exceed the value of goods and services provided by
the City, less any payments previously remitted, within 30 days of receipt of an

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10.

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itemized statement from the County or pursuant to the terms of the LOA.

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

7.4 Provide the County a statement of services performed by the City pursuant to an
executed LOA (City Statement) prior to the end of every fiscal year of the County.
The City Statement shall also include an itemization of any and all costs owed to
the City by the County and an invoice for any outstanding costs. The County's
fiscal year ends June 30th.

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

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 shail 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.

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 $250,000 per fiscal year.

Prior to any work being performed under an LOA by either the County or the City, payment
shall be remitted to the owed Party for the project work to be done 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 City, as applicable.

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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 County's or the City’s
authority.

MANNER OF FINANCING

The County and the City shall budget, finance and bear the expense of each LOA
separately. The County Transportation Director and the City designee shall ensure that
sufficient financing is available prior to entering into an LOA.

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, appointees,
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,
and appointees, 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 shail become effective as of the date it is approved by the goveming
bodies of the Parties and remain in full force and effect until it is terminated by either Party
or by January 1, 2031, whichever of the two occurrences comes first. Any Party may
terminate this Agreement for any reason upon furnishing the other Party with a written
notice at least thirty (30) days prior to the effective termination date indicated in such
notice.

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:

18.1. 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) fiscal years, whichever is longer.

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18.2 Any breach of the warranty shall be deemed a material breach of the contract that
is subject to penalties up to and including termination of the contract.

18.3 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.

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

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 shal! 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:

Maricopa County Department of Transportation
Attn: Intergovernmental Relations Branch

2901 West Durango Street

Phoenix, Arizona 85009

City of Apache Junction

Public Works Department

Attn: Wever, P.E., Director

575 E. Baseline Avenue
Apache Junction, Arizona 85119

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

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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.

This Agreement does not create a duty or responsibility unless the intention to do so is
clearly and unambiguously stated in this Agreement.

This Agreement does not grant authority to control the subject roadway, except to the
extent necessary to perform the tasks expressly undertaken pursuant to 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 Maricopa County Board of
Supervisors and the Apache Junction City Council 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 between the Parties to this
Agreement, and there are no covenants, promises, agreements, conditions or
understandings, either oral or written, between the Parties 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.

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.

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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.

Time is of the essence conceming this Agreement. Unless otherwise specified in this
Agreement, the term “day” as used in this Agreement means calendar day. If the date for
performance of any obligation under this Agreement or the last day of any time period
provided in this Agreement falls on a Saturday, Sunday or legal holiday, then the date for
performance or time period shall expire at the close of business on the first day thereafter
which is not a Saturday, Sunday or legal holiday.

Sections and 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 agree to 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 Parties hereby agree that 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 APCHE JUNCTION

Recommended by:

A, pf (0-2 0-2

Bryant Powell Date
City Manager

Approved and Accepted by:

Chip WW doom 16-19-26

Walter “Chip™Wiison Date
City Mayor

Attest by:

10-19-2(
Date

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 Apache Junction City Council under the laws of the State of Arizona.

ge 135-2

City Attorney Date

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IN WITNESS WHEREOF, the Parties have executed this Agreement.

MARICOPA COUNTY

Recommended by:

DocuSigned by:
( saniir Tolle 8/9/2021

OSE OB BOW:
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.

‘DocuSigned dy.
Chet eBiude 8/9/2021
Deputy County Attorney Date

DocuSign Envelope ID: CEBDC025-C8E7-42FB-9C53-5B50700158A3

EXHIBIT A

Road-Related Tasks:

»

Grading

Sweeping

Surface Treatment/Seal Coats
Signage

Striping

Debris Removal

Material Hauling

Fence Repair

Storm Drain/Culvert Repair
Barricading

Pothole Repair

Signal Maintenance
Equipment Exchange
Concrete Repair

Bridge Repairs

Storm Repairs

Guardrail Repairs