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INTERGOVERNMENTAL AGREEMENT
FOR IMPROVING A SOFTBALL FIELD
BY AND BETWEEN
MARICOPA COUNTY
AND
GILA BEND UNIFIED SCHOOL DISTRICT
Maricopa County C-
This Intergovernmental Agreement (“IGA” or “Agreement”) is entered into by and between
MARICOPA COUNTY, a political subdivision of the state of Arizona (“County”) and GILA BEND
UNIFIED SCHOOL DISTRICT, a political subdivision of the state of Arizona (“Gila Bend”). The
County and Gila Bend may be referred to herein collectively as “Parties” and individually as a
“Party.”
RECITALS
WHEREAS, A.R.S. §11-951, et seq. authorizes public agencies to enter into
Intergovernmental Agreements for the provision of services or for joint or cooperative action; and
WHEREAS, Gila Bend owns certain real property which is located at the SW corner of
Logan Ave. and Richards St. that is used as a softball field, including areas immediately adjacent
to the softball field and is depicted on Exhibit A, attached hereto and incorporated herein by this
reference (“Property”); and
WHEREAS, pursuant to Maricopa County Policy A1125, Community Solutions Funding
(CSF), each member of the Board of Supervisors will receive an equal share of General Fund
contingency appropriated for CSF to conduct activities within their district; and
WHEREAS, CSF is primarily intended to cover the cost of initiatives that carry the potential
of advancing Maricopa County’s Strategic Goals and provide a clear public benefit for Maricopa
County residents; and
WHEREAS, the Property is in a state of disrepair and Gila Bend desires that improvements
be made to the Property so that it may be useful to and enjoyed by the public; and
WHEREAS, Maricopa County desires to use a portion of CSF for improvements to the
Property, as defined below, in accordance with the specifications of Maricopa County Policy
A1125; and
WHEREAS, each Party has determined that Improvements to the Property as provided in
this Agreement will serve the public good; and
WHEREAS, the Parties desire to enter into this Agreement to set forth each Party’s
understandings, agreements and responsibilities related to the Improvements.
NOW, THEREFORE, in consideration of the promises and covenants set forth herein, and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereby agree as follows.
TERMS OF AGREEMENT
1. County shall:
1.1
Complete, itself or through contractor(s), improvements to the Property as
follows (“Improvements”):
1.1.1 Clear, grub, and grade existing field and areas immediately adjacent to the
field.
1.1.2 Provide and install new suitable subbase material.
1.1.3 Provide and install a new field sprinkler irrigation system(s) to be tied into
existing water service provided by Gila Bend.
1.1.4 Provide and install new sod turf (grass).
1.1.5 Provide and install new decomposed granite (DG) at field and walkway.
1.1.6 Repair existing fencing and install new fencing.
1.1.7 Provide and install new bleachers (two 20-foot sets).
1.1.8 Construct new dugouts (two).
1.1.9 Provide and install four (4) new field lights and associated systems and
infrastructure.
1.1.10 Install a new electronic scoreboard that will include the Maricopa County
logo
1.2
Pay for the Improvements of the Property in an amount not to exceed One
million three hundred twenty-five thousand and 00/100 Dollars ($1,325,000.00).
1.3
Provide written notice to Gila Bend upon Final Completion, defined below,
of the Improvements.
2. Gila Bend shall:
2.1
Allow County and its contractors access to the Property, including access
to and use of property adjacent to the Property if necessary for connecting to water and
electricity and any other uses needed, for the purpose of completing Improvements as
described in this Agreement.
2.2
Cooperate with County at all times in good faith in order to facilitate the
completion of the Improvements to the Property.
2.3
Sign off on written notice from County of Final Completion of the
Improvements.
2.4
Provide:
2.4.1 County and its contractors use of existing water and electricity services, at
Gila Bend’s sole cost, at or for the Property as County or its contractors determine is
necessary to complete the Improvements.
2.4.2 a permanent source of water and electricity for County contractor to tie into
to be used for the Improvements, at Gila Bend’s sole cost (e.g. water for field irrigation,
electricity for lighting, etc.).
2.4.3 ongoing maintenance and repairs of the Improvements after expiration of
this Agreement as stated herein.
3. The term “Final Completion” or any grammatical variation thereof when used in this
Agreement shall mean that the Improvements have been completed and notice delivered to Gila
Bend by County of such completion.
4. County shall warrant the Improvements for one (1) year after County notifies Gila Bend of
Final Completion except that if any damages to the Improvements are caused by Gila Bend or its
officers, agents, employees, contractors or visitors, such damages and resulting repairs shall be
the responsibility of Gila Bend at its sole cost and expense. After said one (1) year period,
COUNTY MAKES NO REPRESENTATIONS AND WARRANTIES WHATSOEVER, EXPRESS
OR IMPLIED, and Gila Bend shall be solely responsible for maintenance and repair of the
Property and Improvements at its sole cost and expense.
GENERAL TERMS AND CONDITIONS
5. The Recitals, by this reference, shall be incorporated herein and are made a part of this
Agreement.
6. Each Party (as "indemnitor") agrees to indemnify, defend, and hold harmless the other
Party (as "indemnitee") from and against any and all claims, losses, liability, costs, or expenses
(including reasonable attorneys’ fees) (hereinafter collectively referred to as "claims") arising out
of bodily injury of any person (including death) or property damage, but only to the extent that
such claims which result in vicarious/derivative liability to the indemnitee are caused by the willful
misconduct or gross negligence of the indemnitor, its officers, officials, agents, employees, or
volunteers.
7. This Agreement shall become effective as of the date it is fully executed and shall expire
on the date of County’s written notification to Gila Bend of Final Completion of the Improvements.
Any Party may terminate this Agreement upon furnishing the other Party with a written notice at
least thirty (30) days prior to the effective termination date.
8. This Agreement may only be amended or modified by written agreement signed by both
Parties.
9. This Agreement is subject to the provisions of A.R.S..§38-511.
10. The Parties warrant that they are in compliance with A.R.S. §41-4401 and further
acknowledge that:
10.1
Any contractor or subcontractor who is contracted by a Party to perform
work on the Property or Improvements 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.
10.2
Any breach of the warranty shall be deemed a material breach of the
Agreement that is subject to penalties up to and including termination of the Agreement.
10.3
The Parties retain the legal right to inspect the papers of any contractor or
subcontractor employee who works on the Property or Improvements 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 such employee available during
normal working hours in order to facilitate such an inspection.
10.4
Nothing in this Agreement shall make any contractor or subcontractor an
agent or employee of the Parties to this Agreement.
11.
The Parties warrant that neither they nor any contractor or vendor under contract
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 on
the Property as described in the Agreement.
12.
County and Gila Bend acknowledge and agree that the Parties to this Agreement
are each self-insured. The Parties acknowledge that Gila Bend, at its sole expense, insures the
Property. During the entire time that this Agreement is in force, each Party, at its sole cost and
expense, shall carry and maintain levels of insurance coverages that are considered standard for
the Property, Improvements, and the related work.
13.
Any non-performance shall be a default (“Default”) under this Agreement. The non-
defaulting Party may seek appropriate remedy for Default if the event causing the Default
continues for a period of thirty (30) days after the defaulting Party receives written notice of such
failure without the Default having been cured; provided however 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, no recourse shall be available to the non-defaulting Party. The
total aggregate cure period shall not exceed ninety (90) days unless the non-defaulting Party
agrees in writing that additional time is reasonably necessary under all of the circumstances to
cure such Default. In the event of a Default that is not cured as provided for herein, the non-
defaulting Party, at its option, may exercise any remedies now or hereafter available to it at law
or in equity, including the right to terminate this Agreement.
14.
All notices herein required under this Agreement shall be given in writing and sent
to:
County:
Maricopa County Facilities Management Department
Attn: Director
401 W. Jefferson St.
Phoenix, AZ 85003
Gila Bend:
Gila Bend Unified School District
777 N. Logan Ave.
Gila Bend, AZ 85337
All notices required or permitted by this Agreement shall be in writing and may be delivered in
person (by hand or by courier) or may be sent by first class, certified 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 section. The addresses specified in this section shall be that Party’s address for
delivery or mailing of notices. Any Party may, by written notice to the others, specify a different
address for notice.
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 first class mail, the notice shall be deemed given 72 hours after the same is addressed as
required herein 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 same to the Postal Service or courier.
15.
The proper venue for any proceeding at law or in equity or under the provisions for
dispute resolution/arbitration shall be Maricopa County, Arizona. This Agreement shall be
construed in accordance with and be governed by the laws of the State of Arizona.
16.
This Agreement, together with any exhibits attached hereto and any agreements
executed contemporaneously herewith, constitutes the entire agreement between the Parties and
sets forth all the covenants, promises, agreements, conditions and understandings among the
Parties, and there are no covenants promises, agreements, conditions, or understandings, either
oral or written, among the Parties other than as set forth herein. 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.
17.
Waiver of any breach of any term, condition or covenant herein contained shall not
be deemed to be a waiver of any other term, condition, or covenant herein, or of a subsequent
breach of any term, covenant, or condition herein. Any Party’s consent to, or approval of, any
subsequent or similar act shall not be deemed to render unnecessary the obtaining of that Party’s
consent to, or approval of, any subsequent or similar act by another Party, to be construed as the
basis of an estoppel to enforce the provision or provisions of this Agreement requiring such
consent.
18.
Wherever possible, each provision of this Agreement shall be interpreted in such
manner as to be valid under applicable law, but if any provision shall be invalid or prohibited
thereunder, 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.
19.
Each Party warrants that the person signing this Agreement has the authority to
do so.
20.
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.
21.
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 the Parties pursuant to this Agreement.
22.
The Assistant County Manager for Maricopa County and/or Director of Facilities
Management Department for Maricopa County shall administer this Agreement.
23.
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 one and the same instrument.
Electronic signatures shall have the same force and effect as original signatures.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
IN WITNESS WHEREOF the Parties have fully executed this Agreement as of the dates written
below.
MARICOPA COUNTY:
____________________________________
Clint Hickman
Date
Chairman, Board of Supervisors
ATTEST:
____________________________________
Clerk of the Board
Date
APPROVAL OF DEPUTY COUNTY ATTORNEY:
I hereby state that I have reviewed the proposed Intergovernmental Agreement and declare the
Agreement to be in proper form and within the powers and authority granted under the laws of
the State of Arizona.
____________________________________
Deputy County Attorney
Date
GILA BEND UNIFIED SCHOOL DISTRICT
____________________________________
, Superintendent
Date
Gila Bend Unified School District
____________________________________
, President Date
Gila Bend Unified School District School Board
APPROVAL OF ATTORNEY FOR GILA BEND:
I hereby state that I have reviewed the proposed Intergovernmental Agreement and declare the
Agreement to be in proper form and within the powers and authority granted under the laws of
the State of Arizona.
____________________________________
Attorney
Date
Exhibit A
Property
Approximate limit of
improvements.
Installation of electrical
and irrigation systems
may require work
outside of these limits
to allow contractor to
tie into existing
services
Logan Ave
Richards St
New
New
New
New
New
New
New
New
New
to remain
to remain