Supporting Document (efe5f20d...)

f
CITY COUNCIl
REPORT
Item 11
i
Meeting Date:
General Plan Element: 
General Plan Goal:
April 28, 2026
Neighborhood Preservation & Revitalization Element 
Preserve neighborhood character
ACTION
Authorize Contract No. 2026-057-COS. Adopt Resolution No. 13645 authorizing Contract No. 2026- 
057-COS with the Scottsdale Ranch Community Association for median maintenance and funding 
reimbursement.
BACKGROUND
On May 19, 1986, the City of Scottsdale first entered into an agreement with the Scottsdale Ranch 
Community Association concerning the maintenance and reimbursement of 25.37 acres of medians. 
This program was identified as a means to allow developments the opportunity to upgrade their 
dedicated medians and rights-of-way, with the City paying the annual minimum maintenance costs. 
The developers would accept all landscaping construction costs in the identified areas. Additionally, 
the developer would assume all maintenance costs over and above the base cost that would have 
been the City's responsibility. The current maintenance cost for the City's semi-arid designed medians 
averages $.08 per sq. ft. annually. The Cjty has agreed to reimburse the developers for the annual 
cost of median maintenance at the rate the City would have paid fpr the identified areas.
The City of Scottsdale approved Contract #2006-031-COS with the Scottsdale Ranch Community 
Association, which is set to expire May 19, 2026, after 20 years. Scottsdale Ranch Community 
Association is requesting to enter into a new contract that continues to provide the same basic 
maintenance responsibilities and to increase reimbursement funding from the City. The 
reimbursement rate for the second contract was $ 0.06 per sq. ft. The recommended rate for the new 
agreement is $.08 sq. ft.
IMPACT ANALYSIS
The original median and rights-of-way program has allowed Community Associations in 
Scottsdale to upgrade the landscaping design in their individual communities, without shifting 
the costs to maintain upgrades to the City.
Action Taken.

City Council Report | Scottsdale Ranch HOA Agreement 2026-057-COS
Contract stipulations also require that the developer must fund the redesign and reconstruction 
to City standards if the maintenance responsibility were returned to the City. This would result 
in no additional cost to the City.
Annual reimbursement payments to the Scottsdale Ranch Community Association will be 
calculated based on the average current square-footage cost the City pays for annual contractual 
maintenance of City medians and rights-of-way. The reimbursement amount will be adjusted 
annually based on any changes in the City's costs.
Available Funding
The FY 2026/2027 requested budget includes funding to support the $.08 per sq. ft. 
reimbursement costs to the Scottsdale Ranch Community Association.
The agreement will fund $.08 per sq. ft. for a total of 25.37 acres, which totals approximately 
$88,409.38 annually.
Future Budget Implications
Increases in annual maintenance costs will result in additional reimbursement costs, which 
would be requested in future budget years.
Staffing, Workload Impact
None
OPTIONS & STAFF RECOMMENDATION
Adopt Resolution No. 13645 approving Contract No. 2026-057-COS with the Scottsdale Ranch 
Homeowners Association for reimbursement of median maintenance costs at the City's semi-arid 
average median maintenance expense.
RESPONSIBLE DEPARTMENT(S)
Parks and Recreation Department
STAFF CONTACTS (S)
Chris Walsh, Deputy Parks & Rec Director, cwalsh^scottsdaleaz.gov 
Hezekiah Allen, Parks & Recreation Manager, hallen(Sscottsdaleaz.gov
Page 2 of 3

City Council Report | Scottsdale Ranch HOA Agreement 2026-057-COS
APPROVED BY
Nick Molinari, Senior Director Parks & Rec 
(480) 312-1011, nmolinar@scottsdaleaz.gov
Chris Walsh, Deputy Parks & Rec Director 
(480) 312-2551, cwalsh@scottsdaleaz.gov
JucK poyfe, Dteputy£ity'Manager 
(480) 312-2691, jdoVtF@5cottsdaleaz.gov
l / Date
Date
'^■>‘-1. TjdzSfi
Date
ATTACHMENTS
1. Exhibit A
2. Resolution 13645 (Copy)
3. Proposed Contract No. 2026-057-COS (Copy)
Page 3 of 3

Contract No. 2026-057-COS
EXHIBIT A
Maintained and Reimbursable Areas:
96“’ Street Medians 
Via Linda Median 
Shea Blyd. Corridors 
Mountain View Road
2.00 acres 
2.67 acres 
20.40 acres 
0.30 acres
87,120.0 sq.ft. 
= $6,969.60
116,305.2 sq.ft. 
= $ 9,304.42
888,624.0 sq.ft. 
= $71,089.92
13,068.0 sq.ft. 
= $1,045.44
Total
25.37 acres
1,105,117.2 sq.ft.
$ 88,409.38
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Page 1 of 1

RESOLUTION NO. 13645
A RESOLUTION OF THE COUNCIL OF THE CITY OF SCOTTSDALE.
MARICOPA COUNTY. ARIZONA. AUTHORIZING THE MAYOR TO EXECUTE
CONTRACT NO. 2026-057-COS. AN AGREEMENT WITH THE SCOTTSDALE
RANCH COMMUNITY ASSOCIATION FOR MAINTENANCE OF MEDIANS.
WHEREAS, the City of Scottsdale is responsible for maintenahce of street medians 
commencing with their dedication to. and acceptance by. the City.
WHEREAS, the developer of Scottsdale Ranch, in accordance with its approved 
development plans, landscaped certain medians in a manner which exceeded in coverage by live 
plantings the standards established by the City for semi-arid median plantings.
WHEREAS, in 1986. the Scottsdale Ranch Community Association (the “Association") 
and the City entered into an agreement concerning maintenance of the medians.
WHEREAS, in 2006. the Association and the City entered into. Contract No. 2006-031- 
COS concerning maintenance of the medians, which will expire on May 19, 2026.
WHEREAS, the Association desires, in keeping with the landscaping standards 
established throughout Scottsdale Ranch, to continue to maintain the medians in a. manner that 
will exceed in coverage by live plantings the standards established by the City fOr semi-arid 
medians.
WHEREAS, the City's costs, were it to maintain the medians, would exceed the 
maintenance costs for medians landscaped in accordance with the City's standards for semi-arid 
medians.
WHEREAS, the City will reimburse the Association at the initial rate of eight (8) cents per 
square foot of medians maintained, which equals the City’s average cost of maintaining a 
standard semi-arid City median.
WHEREAS, the term of this agreement will be for a period often (TO) years, with one ten 
(10) year extension.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Scottsdale. 
Maricopa County, Arizona, as follows:
Section 1. The Mayor is hereby authorized and directed to execute, on behalf of the City, 
Contract No. 2026-057-COS, an agreement with the Scottsdale Ranch Community Association 
for maintenance of medians.
Section 2. The City Manager or designee is hereby authorized to execute such other 
documents and take such other actions as necessary to carry out the intent of this Resolution.
Page 1 of2
Resolution No. 13645

PASSED AND ADOPTED by the Council of the City of Scottsdale, Maricopa County, 
Arizona this__________day of____________________ , 2026.
CITY OF SCOTTSDALE,
an Arizona municipal corporation
ATTEST:
Ben Lane, City Clerk
Lisa Borowsky, Mayor
APPROVED AS TO FORM:
cVUvM r(>ont I
Luis E. Santaeira, nterim City Attorni
)ity Attorney 
By; Lindsay Hampshire, Assistant City Attorney
Page 2 of2
Resolution No. 13645

Contract No. 2026-057-COS
MEDIAN MAINTENANCE AND REIMBURSEMENT AGREEMENT
This Agreement is made, entered into and effective on the
day of.
2026, by and between the SCOTTSDALE RANCH COMMUNITY ASSOCIATION, an 
Arizona non-profit corporation (the "Association"), and the CITY OF SCOTTSDALE, an 
Arizona municipal corporation (the "City") (individually, a "party;" collectively, the "parties"), 
and is based upon the following recitals;
RECITALS
WHEREAS, Scottsdale Ranch is a Planned Unit Development located on the south 
side of Shea Boulevard between 96“* Street and 112^“ Street in Scottsdale, Arizona; and
WHEREAS, the Association is comprised of members who are property owners in 
Scottsdale Ranch; and
WHEREAS, the Association was formed for the purposes, among others, of 
maintaining, managing, and operating certain medians and right of way corridors Within 
Scottsdale Ranch; and
WHEREAS, the developer of Scottsdale Ranch landscaped certain medians in a 
manner which exceeded in coverage by live plantings the standards established by the City 
for semi-arid medians; and
WHEREAS, the subject medians are more particularly described and/or depicted in 
Exhibit A, attached hereto and encompass one million one hundred five thousand one 
hundred seventeen and two tenths (1,105,117.2) square feet (collectively, the "Medians"); 
and
WHEREAS, the City is responsible for maintenance of street medians 
commencing when the streets and medians in Scottsdale Ranch are dedicated to and 
accepted by the City; and
WHEREAS, the Medians have been dedicated to and accepted by the City; and
WHEREAS, on May 19, 1986, Scottsdale Ranch and the City entered into an 
agreement (the "1986 Agreement") concerning maintenance of the Medians; and
WHEREAS, the term of the 1986 Agreement expired on May 19,2006; and
WHEREAS, on July 10,2006, Scottsdale Ranch and the City entered into an agreement 
(the “2006 Agreement”); and
WHEREAS, the 2006 Agreement will expire on May 19,2026; and
whereas, the Association desires, in keeping with the landscaping standards 
established throughout Scottsdale Ranch, to continue to maintain the Medians in a manner
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Contract No. 2026-057-COS
that will exceed in coverage by live plantings the standards established by the City for semi- 
arid medians; and
WHEREAS, the City's costs, were it to maintain the Medians, would exceed the 
maintenance costs for medians landscaped in accordance with the City's standards for 
semi-arid medians; and
WHEREAS, the Association and the City desire to set forth herein a new agreement 
concerning responsibility for, and the sharing of costs associated with, maintenance of the 
Medians and related matters.
NOW, THEREFORE, in consideration of the above recitals and agreements 
contained herein, it is mutually agreed upon by and between the parties hereto, as follows:
1.0 Incorporation of Recitals. The recitals to this Agreement are hereby 
affirmed by the parties as true and correct and are incorporated herein by this reference:
2.0 Agreement to Maintain Medians. The Association agrees to maintain the 
Medians to the satisfaction of the Contract Administrator. The Contract Administrator shall 
not exercise his or her discretion arbitrarily and the City shall not subject the Association to 
maintenance standards inconsistent with section 5.0 hereof.
3.0 Plant Types, Density and Water Conservation. The City shall not require 
the Association to modify the density or type of plants, shrubs, bushes or trees existing on 
the Medians on the effective date of this Agreement. However, the Association shall not 
increase the density of plantings on the Medians and, in planting new or replacing existing 
plants, shrubs, bushes or trees, the Association shall only use low water use plants, shrubs, 
bushes and trees as defined by the City and/or the Arizona Department of Water 
Resources. Under no circumstances shall the Association install turf on the Medians.
4.0 Maintenance Expenses.
(a) 
The City shall, in accordance with subsection (b) below, reimburse 
the Association in an amount equal to the costs that would have been incurred by the City 
in maintaining the landscaping on the Medians if such landscaping had been installed 
pursuant to the City's standards for semi-arid medians. The City's reimbursement obligation 
shall commence immediately on the effective date of this Agreement.
(b) 
The City shall reimburse the Association on an annual, calendar year 
basis, in accordance with the following provisions;
(1) The City's reimbursement obligation ("Reimbursement 
Obligation") during the first calendar year ofthis Agreement shall equal eighty eight thousand 
four hundred nine and 38/100 dollars ($88,409.38), which is eight cerits ($.08) multiplied by the 
total square footage of the Medians. The annual reimbursement obligation shall be 
proportionally reduced during the first calendar year of this Agreement to provide 
reimbursement to the Association for only those periods that maintenance |s actually
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Contract No. 2026-057-COS
performed pursuant to this Agreement and during which the City's reimbursement obligation 
has become effective.
(2) The City's first year Reimbursement Obligation, as 
determined in subsection (b)(1) above, shall be adjusted upward or downward on January 
1®' of the second and each subsequent year of this Agreement on the basis of the annual 
change, if any, in the then current costs that would have been incurred by the City in 
maintaining the landscaping on the Medians if such landscaping had been installed 
pursuant to the City's standards for semi-arid medians.
(c) Reimbursements by the City to the Association shall be paid 
annually, on or before February 15 for the preceding calendar year.
5.0 Maintenance Standards.
(a) Except as othenwise expressly set forth in this Agreement, the 
Association shall at all times, in satisfying its obligations under this Agreement, comply with 
the City's Design Standards and Policy Manual ("DS&PM"), as amended from time to time 
(a copy of which is available at the City’s web site, 
httD://www.scottsdaleaz.aov/desian/dspm/). Additionally, the Association shall comply with 
any and all standards established or adopted by the City, either formally or as a matter of 
operational practice, of which the Contract Administrator gives notice to the Association, in 
writing, relating to: the maintenance of the Medians; safety procedures to be followed in 
accomplishing the maintenance including, without limitation, traffic safety; aesthetic 
considerations; and water usage guidelines and limitations. These standards shall be the 
same as are applicable to semi-arid medians maintained by the City. Without limiting the 
generality of the foregoing, the Association shall at all times comply with the following 
requirements;
(1) 
The Association shall maintain the Medians in a healthy, 
neat, clean, and litter and weed-free condition. Litter includes, without limitation, fallen 
leaves, trimmings, wind blown material, trash, cigarette butts, downed or broken tree limbs, 
or small dead animals (i.e., under 25 pounds). The Association shall immediately report 
large dead animals to the Contract Administrator, who shall arrange for disposal.
(2) 
In maintaining the Medians in a weed-free condition, the 
Association may use any combination of herbicides (pre and post-emergent) and physical 
means. The Association may use herbicides with the signal words "CAUTION" OR 
"WARNING." The Association shall not use any herbicides with the signal word "DANGER." 
All applicators must be licensed. The Association shall adhere to all federal and state 
requirements for weed control, as established from time to time by the Arizona Structural 
Pest Control Commission, or other regulatory authority. The Association shall provide the 
Contract Administrator with spray logs within one week after each herbicide application.
(3) 
The Association shall prune and maintain all plants, shrubs, 
bushes, trees and ground cover so as to prevent sign obstructions and sight distance 
hazards with traffic signs, or pedestrian or vehicular traffic. Failure of the Association to
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Contract No. 2026-057-GOS
comply with the sight distance and sign obstruction requirements specified herein and in the 
DS&PM shall constitute a material breach of this Agreement.
(4) 
The Association shall comply with the City of Phoenix Traffic 
Barricade Manual, as amended from time to time, for traffic control and work zone safety. 
Failure of the Association to comply with the Barricade Manual shall constitute a material 
breach of this Agreement.
(5) 
The Association shall maintain all plants, shrubs, bushes and 
trees at the heights specified in the DS&PM or as directed by the Contract Administrator in 
writing. The Association shall keep all plants, shrubs, bushes and ground cover off of and 
behind all sidewalks and curbs.
(6) 
The Association shall not permit any tarps, barrels or other 
maintenance equipment to remain on any walkways. The Association shall complete the 
maintenance of one area prior to moving on to the next area. Before leaving an area, the 
Association shall clean all curbs, gutters and sidewalks of all litter.
(7) 
The Association shall maintain the Medians to the level 
existing on the effective date of this Agreement, and as the same may be improved from 
time to time. For example, if a Median is planted with a mature Blue Palo Verde tree that is 
later destroyed by storm activity, the Association must replant a Blue Palo Verde tree or 
substantially similar species of similar maturity and size, but in all events a mihimurh twenty- 
four (24) inch boxed specimen. The Association's obligation under this subsection exists 
irrespective of the cause of the damage to the Medians and the plantings thereon.
(b) 
The Association shall insure that its activities and those of its 
employees, agents, contractors and subcontractors, as applicable, in respect to this 
Agreement, are conducted in a manner that fully complies with City safety Standards in 
respect to work done in, on or about a public street, whether such standards are officially 
adopted by the City or are operationally preferred. The Association shall perform all 
maintenance of the Medians permitted or required pursuant to this Agreement at such times 
and in such a manner as to minimize any inconvenience to the public, consistent with 
required safety standards.
(c) 
The Association acknowledges that the conservation of water is an 
important policy of the City and State and, therefore, the Association shall use its best efforts 
to limit its water usage in maintaining the Medians. In no event shall any water usage on 
the Medians by the Association exceed any prevailing standards or limitations promulgated 
by the Arizona Department of Water Resources or any more stringent limitations that may 
be adopted by the City or other regulatory authority from time to time.
(d) 
If, in the opinion of the Contract Administrator, the maintenance of the 
Medians or the manner in which it is being performed, fails to meet the standards 
established by the City, then the Contract Administrator shall give the Association written 
notice of the deficiencies and the action required to correct them. The Contract 
Administrator shall not exercise his or her discretion arbitrarily.
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Contract No. 2026-057-COS
(e) The Association shall have thirty (30) days from the time written 
notice is given to correct the deficiencies identified in the notice. Any corrective actions 
required by the provisions of this subsection shall be at the sole expense of the Association. 
Failure to take the required corrective action within the period stated herein shall constitute 
a material breach of this Agreement.
(0 In the event that the Association fails or refuses to comply with any 
request made pursuant to this section, the City may take any actions necessary to correct 
the deficiencies, using either City employees or private workers, at the City's sole discretion. 
The Association shall reimburse the City for any costs incurred by the City pursuant to this 
subsection and the full amount of such costs shall be due and payable thirty (30) days from 
receipt of written notice from the City. Any amounts that remain due and unpaid after said 
thirty (30) days shall accrue ihterest at the rate of one (1) percent per month until paid. In 
addition to any other remedies available to the City, failure of the Association to remit 
payment within the thirty (30) day period specified herein shall constitute grounds for the 
Cify to reduce the City's Reimbursement Obligation by any amounts that remain due and 
payable by the Association to the City.
6.0 Emergency Maintenance. Notwithstanding anything in this Agreement to the 
contrary, the City may, in the exercise of its sole and absolute discretion, perform 
emergency maintenance of the Medians for the protection of the public health, safety and 
welfare (Including, without limitation, dangerous conditions caused by storm activity). The 
Association shall reimburse the City for any costs incurred by the City pursuant to this 
section within thirty (30) days of receipt of written notice from the City. Any amounts that 
remain due and unpaid after said thirty (30) days shall accrue interest at the rate of one (1) 
percent per month until paid. In addition to any other remedies available to the City, failure 
of the Association to remit payment within, the thirty (30) day period specified herein shall 
constitute grounds for the City to reduce the City's Reimbursement Obligation by any 
amounts that remain due and payable by the Association Ito the City.
7.0 Term. Unless earlier terminated by either party in accordance with sections 
14 or 15, below, the initial term of this Agreement shall be ten (10) years, commencing May 
20, 2026, and terminating May 19, 2036. The . initial term of this Agreement shall 
automatically renew for one additional (10) year period, commencing May 20, 2036, and 
terminating May 19,2046. Upon termination of this Agreement at the expiration of the initial 
or renewal term, the Association shall immediately, at its sole expense, take all actions 
necessary to bring the Medians into full conformity and compliance with the City's then 
current standards for semi-arid medians including, without limitation, a reduction or change 
in the type and density of plantings.
8.0 Disputes. Any disputes arising under this Agreement that the Association 
and the Contract Administrator cannot resolve shall be presented to the City Manager of the 
City of Scottsdale or designee. The City Manager or designee shall meet and Confer with 
the parties and shall use his or her best efforts to resolve the dispute. In the event that the 
dispute cannot be resolved to the mutual satisfaction of the parties with the assistance of 
the City Manager or designee, either or both of the parties may seek all of the remedies that 
may be available to them, whether legal or equitable.
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Tv-

Contract No. 2026-057-COS
9.0 General Insurance Requirements.
(a) 
General. Without limiting any of its obligations or liabilities, the 
Association, at its sole expense, shall purchase and maintain the minimum insurance 
specified below with companies duly licensed by the State of Arizona (admitted insurer),
possessing a current AM Best, Inc. rating of B++6, or an approved unlicensed insurer (non- 
admitted insurer) authorized to do business in the State of Arizona with policies and forms 
satisfactory to the City.
(b) 
Additional Insureds. The insurance policies, except Workers' 
Compensation, required by this Agreement shall name the City, its agents, representatives, 
officers, directors, officials and employees as Additional Insureds.
(c) 
Subcontractors. The Association shall include all subcontractors as 
insureds under its policies or shall obtain separate certificates and endorsements for each 
subcontractor.
(d) 
Coverage Term. All insurances required herein shall be maintained 
in full force and effect until termination of this Agreement; failure to do so may, at the sole 
discretion of the City, constitute a material breach of this Agreement.
(e) 
Primary Coverage. The Association's insurance shall be primary 
insurance as respects the City; any insurance or self-insurance maintained by the City shall 
not contribute to it.
(0 Claim Reporting. Any failure to comply with the claim reporting 
provisions of the policies or any breach of a policy warranty shall not affect coverage 
afforded under the policy to protect the City.
(g) 
Waiver. All polices, including Workers' Compensation, shall contain 
a waiver of transfer rights of recovery (subrogation) against the City, its agents, 
representatives, officers, directors, officials and employees for any claims arising out of the 
subject matter of this Agreement.
(h) 
Deductible/Retention. The policies may provide coverage that 
contains deductibles or self-insured retentions. Such deductibles and/or self-insured 
retentions shall not be applicable with respect to the coverage provided to the City under 
such policies. The Association shall be solely responsible for deductibles and/or self- 
insured retentions.
10.0 Required Insurance Coverages.
(a) Commercial General Liability. The Association shall provide 
Commercial General Liability insurance with a limit of not less than$1,000,000 for each 
occurrence, $2,000,000 Products and Completed Operations Limit and a $2,000,000
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Contract No. 2026-057-COS
General Aggregate Limit. The policy shall include coverage for bodily injury, property 
damage, personal injury, products and completed operations and blanket contractual 
covering, but not limited to, the liability assumed under the indemnification provisions of this 
Agreement. Such policy shall contain a severability of interest provision, and shall not 
contain a sunset provision or commutation clause, nor any provision which would serve to 
limit third party action over claims.
(b) 
[Intentionally omitted.]
(c) 
[Intentionally omitted.)
(d) 
Other Insurance. Any other insurance the City may reasonably 
require for the protection of the City as respects the subject Medians and the exercise 
of any rights or the discharge of any obligations by the Association hereunder. Likewise, 
the City may elect by notice to the Association, at each annual anniversary of this 
Agreement, to change the amount of any insurance or kinds of coverage to account for 
inflation, changes in risk, or any other factor that the City reasonabiy determines to affect 
the prudent amount of insurance or kinds of coverage to be provided.
11.0 Certificates of insurance. Prior to exercising any rights granted it under 
the terms of this Agreement, the Association shall furnish the City with Certificates of 
Insurance, or formal endorsements as required by this Agreement, issued by the 
Association's insurer(s), as evidence that policies providing the required coverages, 
conditions, and limits required by this Agreement are in full force and effect. Such 
certificates shall identify this Agreement and shall provide for not less than thirty (30) days 
advance Notice of Cancellation, Termination, or Material Alteration. In the event any 
insurance policy(ies) required by this Agreement is(are) written on a "claims made" basis, 
the reporting period for such claims shali be for not less than two (2) years, as evidenced 
by annual Certificates of Insurance.
12.0 Expiration Notice. If a policy expires during the life of this Agreement, a 
renewal Certificate of the required coverage must be sent to the City fifteen (15) days prior 
to the expiration date.
13.0 Indemnification.
(a) To the fullest extent permitted by law, the Association, its 
successors, assigns and guarantors, shall defend, indemnify and hold harmless the 
City, its agents, representatives, officers, directors, officials and employees from and 
against all allegations, demands, proceedings, suits, actions, claims, damages, losses, 
expenses, including but not limited to, attorney fees, court costs, and the cost of appellate 
proceedings, and all claim adjusting and handling expense, related to, arising from or out 
of, or resulting from any negligent or intentional actions, acts, errors, mistakes or omissions 
caused in whole or part by the Association relating to work or services in the performance 
of this Agreement, including but not limited to, any contractor, subcontractor or anyone 
directly or indirectly employed by any of them or anyone for whose acts any of them may 
be liable and any injury or damages claimed by any of the Association's, contractors' and 
subcontractors' employees.
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Contract No. 2026-057-COS
(b) Insurance provisions set forth in this Agreement are separate and 
independent from the indemnity provisions of this section arid shall not be construed in any 
v/ay to limit the scope and magnitude of the indemnity provisions. The indemnity provisions 
of this section shall not be construed in any way to limit the scope and magnitude and 
applicability of the insurance provisions.
14.0 Termination for Convenience. Either parfy may terminate this 
Agreement for convenience upon ninety (90) days written notice of its intent to terminate.
(a) 
Should the City exercise its right to terminate pursuant to this section, 
it shall have the right, in its sole and absolute discretion, to take such actions as it deems 
necessary to bring the Medians into full conformity and compliance with the City's then 
current standards for semi-arid medians including, without limitation, a reduction or change 
in the type and density of plantings.
(b) 
Should the Association exercise its right to terminate pursuant to this 
section, it shall, at its sole expense, take all actions necessary to bring the Medians into full 
conformity and compliance with the City's then current standards for semi-arid medians 
including, without limitation, a reduction or change in the type and density of plantings. In 
the event the Association fails to comply with this subsection, the City rnay take any actions 
necessary to correct the deficiencies, using either City employees or private workers, at the 
City's sole discretion. The Association shall reimburse the City for any costs incurred by the 
City pursuant to this subsection and the full amount of such costs shall be due and payable 
thirty (30) days from receipt of written notice from the City. Any amounts that remain due and 
unpaid after said thirty (30) days shall accrue interest at the rate of one (1) percent per month 
until paid. In addition to any other remedies available to the City, failure of the Association 
to remit payment within the thirty (30) day period specified herein shall constitute grounds 
for the City to reduce the City's Reimbursement Obligation by any arnounts that remain due 
and payable by the Association to the City.
15.0 Termination for Cause. Either party may terminate this Agreement 
immediately for cause. A material breach of this Agreement shall constitute cause for 
termination under this section.
(a) Should the City exercise its right to terminate pursuant to this section, 
the Association shall immediately, at its sole expense, take all actions necessary to bring 
the Medians into full conformity and compliance with the City's then current standards for 
semi-arid medians including, without limitation, a reduction or change in the type and 
density of plantings. |n the event the Association fails to comply with this subsection, the 
City may take any actions necessary to correct the deficiencies, using either City employees 
or private workers, at the City's sole discretion. The Association shall reimburse the City for 
any costs incurred by the City pursuant to this subsection and the full amount of such costs 
shall be due and payable thirty (30) days from receipt of written notice from the City. Any 
amounts that remain due and unpaid after said thirty (30) days shall accrue interest at the 
rate of one (1) percent per month until paid. In addition to any other remedies available to 
the City, failure of the Association to remit payment within the thirty (30) day period specified 
herein shall constitute grounds for the City to reduce the City's Reimbursement Obligation 
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)
Contract No. 2026-057-COS
by any amounts that remain due and payable by the Association to the City.
(b) 
Should the Association exercise its right to terminate pursuant to 
this section, it may pursue any and all available remedies against the City, whether legal or 
equitable.
(c) 
Upon termination by either party, the City shall assume all 
maintenance responsibilities with respect to the Medians and shall have the right, in its sole 
and absolute discretion, but not the obligation, to take such actions as are necessary to 
bring the Medians into full conforrhity and compliance with the City's then current standards 
for semi-arid medians including, without limitation, a reduction in the type and density of 
plantings.
16.0 Contract Administrator. The Contract Administrator for the City shall be 
the Parks, Recreation & Preserve Senior Director, or the Senior Director’s designee, who 
shall be authorized to represent the City on all matters relating to the performance of this 
Agreement.
17.0 GeneralProvisions.
(a) 
Governing iaw and Venue. The validity, construction, interpretation, 
administration and enforcement of this Agreement shall be governed by the laws of the 
State of Arizona without regard to any provisions of the laws of Arizona relating to the 
question of conflicts of laws. The parties agree that in the event any action is commenced 
in connection with this Agreement, venue for such action or proceeding shall be proper only 
in a court of competent Jurisdiction located in Maricopa County, Arizona, and the parties 
hereby waive any right to object to such venue.
(b) 
Notices. Except as otherwise indicated, all notices, waivers, 
demands, requests and other communications required or permitted by this Agreement 
(collectively, "Notices") shall be in writing and shall be effective only if sent by one or more 
of the following methods: (a) personal delivery; (b) generally-recognized overnight 
commercial courier regularly providing proof of delivery, with delivery charges prepaid or 
duly charged; or (c) United States registered or certified mail, return-receipt requested, 
postage prepaid, addressed to the Parties at the respective addresses set forth opposite 
their names below, or to any other address or addresses as either party shall designate 
from time to time by notice given to the other in the manner provided in this section:
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Contract No. 2026-057-COS
If to the City: 
Parks & Recreation Department
City of Scottsdale
8055 E. Camelback Road, Suite 200 
Scottsdale, Arizona 85251
Copies to: 
City Attorney
City of Scottsdale 
3939 N. Drinkwater Blvd.
Scottsdale, Arizona 85251
If to the Association: Scottsdale Ranch Community Association 
10585 A/. 100“’St.
Scottsdale, Arizona 85258
Notices given or served by personal delivery shall be deemed to have been received upon 
tender to the respective party. Notices given or served by mail or commercial courier shall 
be deemed to have been given or served as of the date of delivery (whether accepted or 
refused) established by the United States Postal Service return-receipt or the overnight 
courier's proof of delivery, as the case may be.
(c) 
Assignment Neither this Agreement nor any of the rights of the 
Association hereunder may be assigned or othenvise transferred without the City's written 
consent, which consent the City shall not unreasonably withhold.
(d) 
Binding Effect The provisions of this Agreement shall be binding 
upon and inure to the benefit of the parties and their legal representatives, successors and 
assigns.
(e) Time of Essence, 
provision of this Agreement.
Time is of the essence of each and every
(f) 
Severability. If any provision of this Agreement shail be adjudged 
invalid or unenforceable by a court of competent Jurisdiction, that provision shall be 
adjusted rather than voided, if possible, in order to achieve the intent of the parities to the 
greatest extent possible. In any event, the remaining provisions of this Agreement shall not 
be affected and shall be valid and enforceable to the fullest extent permitted by law.
(g) 
Waiver. No consent or waiver, express or implied, by a party to or of 
any breach or default by the other party in the performance by such party of his obligations 
under this Agreement will be deemed or construed to be a consent or waiver of any other 
breach or default in the performance by such party of the same or any other obligations 
of such party. Failure on the part of a party to complain of any act or failure to act of another 
party or to declare such party in default, irrespective of how long such failure continues, 
shall not constitute a wajver. The giving of consent by a party in any one instance will 
not limit or waive the necessity to obtain such party's consent in any future instance.
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Contract No. 2026-057-COS
(h) 
Exhibits. The exhibits referred to ifi this Agreement are hereby 
incorporated into it, as if fully set forth.
(i) 
Headings. Headings, titles and captions in this Agreement are solely 
for ease of reference and are not intended to define or limit the scope of any provision of 
this Agreement.
(j) 
Attorneys' Fees, Costs and Expenses. In the event any action, 
suit or proceeding is brought in a court of law or forum of arbitration by either party to enforce 
compliance with this Agreement, to exercise any rights or remedies under this Agreement, 
or to declare the rights of the parties to this Agreement, the party which does not prevail 
shall pay to the prevailing party all costs and expenses of such action, arbitration, suit or 
proceeding, together with such sum as the court or arbitrator (and not the jury), as 
applicable, may adjudge reasonable as attorneys' and/or arbitrators' fees to be allowed in 
said suit, action or proceeding, in addition to any other relief to which said party may be 
entitled.
(k) 
No Third Party Beneficiaries. Unless othenvise expressly provided 
in this Agreement, no person or entity shall be a third party beneficiary to this Agreement.
(l) 
Other Necessary Acts. In addition to the respective obligations 
required to be performed under this Agreement, the parties shall each perform from time to 
time, during and after the expiration of the term hereof, such other acts, and shall execute, 
acknowledge and/or deliver such other instruments, documents and other materials, as may 
be reasonably required in order to consummate the transactions described in this 
Agreement. The parties understand and agree that the provisions of this section shall not 
be deemed to require any party to perform any of the obligations of the other parties.
(m) 
Survival of Liability. All indemnities of the Association hereunder 
shall survive termination of this Agreement for any reason.
(n) 
Statutory Cancellation Right. In addition to its other rights 
hereunder, the City shall have the cancellation rights specified in A.R.S. § 38-511.
(o) 
Non-appropriation of Funds. If, for any reason, funds are not 
appropriated by the City Council to perform the City's obligations hereunder, the City may 
terminate this Agreement at the end of the then-current fiscal year (June 30). The City 
agrees to give written notice of termination to the Association at least thirty (30) days prior 
to the end of its then-current fiscal year.
(p) 
Relationship Created. Nothing contained within this Agreement 
shall be deemed or construed to create: a partnership, joint venture, principal and agent, or 
any other relationship between the City and the Association.
(q) 
Construction. Whenever the context of this Agreement requires, 
the singular shall include the plural, and the masculine shall include the feminine. The word
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Contract No. 2026-057-COS
"including" shall mean "including, without limitation." Any reference to any federal, state, 
local or foreign statute, law or ordinance shall be deemed also to refer to all rules and 
regulations promulgated thereunder, unless the context otherwise requires.
(r) 
Time Periods. Unless otherwise expressly indicated, any reference 
to a period of time shall mean calendar time (e.g., 'thirty (30) days" shall mean thirty (30) 
calendar days; "one (1) year" shall mean one (1) calendar year). Where any action in 
this Agreement is required on or by a date which is either a Saturday, a Sunday or a legal 
holiday, the party obligated to take such action shall be entitled to delay such action until 
the next succeeding day which is not a Saturday, a Sunday or a legal holiday.
(s) 
Joint Participation in Negotiation of Agreement. The parties have 
participated jointly in the negotiation and drafting of this Agreement. This Agreement has 
been negotiated at arm's length by parties of equal bargaining power. In the event an 
ambiguity or question of intent or interpretation arises, this Agreement shall be construed 
as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring 
or disfavoring either parly by virtue of the authorship of any of the provisions of this 
Agreement.
(t) 
Counterparts. This Agreement may be executed in two (2) or more 
counterparts, each of which shall be deemed an original, but all of which together shall 
constitute one and the same instrument. The signature pages from one (1) Or more 
counterparts may be removed from such counterparts and such signature pages all 
attached to a single instrument so that the signatures of all parties may be physically 
attached to a single document.
(u) 
Entire Agreement. This Agreement, including all exhibits attached 
hereto, contains the entire agreement and understanding between the parties with respect 
to the subject matter of this Agreement. There are no promises, agreements, conditions, 
undertakings, understandings, warranties, covenants or representations, oral of written, 
express or implied, between them with respect to this Agreement, other than as set forth in 
this Agreement. Any prior or contemporaneous representations or agreements, whether 
oral or written, express or implied, with respect to the subject matter of this Agreement are 
of no effect and void.
(v) 
Amendments. All amendments, modifications, revisions or 
additions to this Agreement must be in writing and signed by the parties.
(w) 
Authority. The parties represent and warrant to one another that 
the undersigned have full power and authority to enter into this Agreement on behalf of 
the entity for which each has signed and that all necessary actions have been taken to 
give full force and effect to this Agreement.
(x) 
Authority of Signatories. Any individual executing this Agreement 
on behalf of a party hereby represents and warrants that he or she is duly authorized to 
execute this Agreement on behalf of said party.
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Contract No. 2026-057-COS
(y) Survival. Any and all provisions or obligations contained in this 
Agreement which by their nature or effect are required or intended to be observed, kept or 
performed after termination of this Agreement shall survive termination of this Agreement 
and remain binding on the parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth 
above.
SGOTTSDALE RANCH COMMUNITY ASSOCIATION, 
an Arizona nonprofit corporation
By:
It:
CITY OF SCOTTSDALE, 
an Arizona municipal corporation
Lisa Borowsky, Mayor
ATTEST:
Ben Lane, City Clerk
REVIEWED BY:
Jick.Molinari 
Senior Director, Parks & Recreation
Chris Walsh 
Dep^ Parks & Recreation Director
_________________
Giferge Woods n
Safety and Risk Management Director
APPROVED AS TO FORM:
>LA.HLQ.QjL(^ri j/upAriuAjL 
Luis E. Santaella,'lriterirn City Attorney 
By: Lindsay Hampshire, Asst. City Attorney
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