FOUNTAIN HILLS IGA AND 3RD AMEMDMENT.PDF

CASE O1O-M -O3

DocuSign Envelope |D: C36711D9-82E3-4158-A31 1-29EC6A9E984B

RESOLUTION 2021-20

A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN
OF FOUNTAIN HILLS, ARIZONA, APPROVING THE THIRD
AMENDMENT TO THE INTERGOVERNMENTAL AGREEMENT
WITH THE MARICOPA COUNTY LIBRARY DISTRICT
RELATING TO THE OPERATION OF THE TOWN OF
FOUNTAIN HILLS BRANCH LIBRARY

RECITALS:

BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF FOUNTAIN HILLS, as follows:
SECTION 1. The Town Council hereby approves the Third Amendment to the Intergovernmental
Agreement between the Town of Fountain Hills and the Maricopa County Library District, in the
form attached hereto as Exhibit A and incorporated herein by reference.

SECTION 2. The Mayor, the Town Manager, the Town Clerk, and the Town Attorney are hereby
authorized and directed to cause the execution of the Third Amendment and to take all steps
necessary to carry out the purpose and intent of this Resolution.

ENACTMENTS:

PASSED AND ADOPTED by the Mayor and Council of the Town of Fountain Hills, Arizona, this
15"" day of June, 2021,

FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO:

Via Duckey Elizabeth A. Klein
Ginny Dickey, Mayor Elizabeth A. Klein, Town Clerk
REVIEWED BY: APPROVED AS TO FORM:

Deed EW Aan Armaan

Grady E. Miller, Town Manager Aaron D. Arnson, Pierce Coleman PLLC,
Town Attorney

DocuSign Envelope ID: C36711D9-82E3-4158-A31 1-29EC6A9E984B

EXHIBIT A
TO
RESOLUTION 2021-20
[Third Amendment}

See following pages.

C-D-12-010-M-og
DocuSign Envelope ID: C36711D9-82E3-4158-A31 1-29EC6A9E984B

THIRD AMENDMENT
TO
INTERGOVERNMENTAL AGREEMENT
BETWEEN
MARICOPA COUNTY LIBRARY DISTRICT
AND
TOWN OF FOUNTAIN HILLS, ARIZONA

THIS THIRD AMENDMENT TO INTERGOVERNMENTAL AGREEMENT (this
“Third Amendment’) is entered into between the Town of Fountain Hills, an Arizona
municipal corporation (the “Town") and the Maricopa County Library District, a political
subdivision of the State of Arizona (the “Library District"). The Town and the Library
District are sometimes referred to herein collectively as the “Parties.” All capitalized terms
not defined herein shall have the meanings set forth in the Intergovernmental Agreement.

RECITALS

A. The Town and the Library District executed an Intergovernmental
Agreement ("IGA") on August 16, 2011 to operate the Fountain Hills Branch Library, as
subsequently amended by that First Amendment to the IGA and that Second Amendment
to the IGA,

B. The IGA as amended will expire on August 16, 2021.

Cc. The Town and the Library District desire to renew the IGA as amended and
extend its term.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, which are
incorporated herein by reference, and the promises and covenants set forth below, the
Town and the Library District agree as follows:

1. The term for services under the {GA shall be renewed for one five (5) year
term commencing August 17, 2021,

2. The Agreement and this Third Amendment is subject to and incorporates
by reference the statutory language of A.R.S. § 38-511.

3. In all other respects, the IGA as previously amended is affirmed and ratified
and, except as expressly modified herein, all terms and conditions of the IGA shall remain
in full force and effect, as approved and amended.

4. This Third Amendment is effective upon execution by both Parties.

[SIGNATURES ON FOLLOWING PAGES]

DocuSign Envelope ID: C36711D9-82E3-4158-A311-29EC6A9E984B

TOWN OF FOUNTAIN HILLS

LOG PG

CAQB12- lO“ PHOS

MARICOPA COUNTY LIBRARY
DISTRICT

Ginny Dickey, Mayor
Town of Fountain Hills

ATTEST:

Elizabeth A. Klein

JaclSellers, Chairman, Board of
Directors Maricopa County Library District

ATTEST:

SuantiGorye JUN 29 2021

Elizabeth A. Klein, Town Clerk

REVIEWED BY:

Grady E, Miller, Town Manager

Interim Clerk of the Board Ow2Z32t

Pursuant to the provisions of Ariz. Rev. Stat. 11-952(D), this Third Amendment has been
submitted to and approved by the attorney for each of the public agencies who certify
that, with respect to their respective clients only, this Third Amendment is in proper form
and is within the powers and authorities granted under the laws of this State to the Town

and the District.

Aaron Arneson

Aaron D, Arson, Town Attorney

Andrea Cummings,
Deputy County Attorney

INTERGOVERNMENTAL AGREEMENT
BETWEEN THE
MARICOPA COUNTY LIBRARY DISTRICT
AND THE TOWN OF FOUNTAIN HILLS, ARIZONA

Agenda#_€ -G35-/2-90/0-m-ov

This Intergovernmental Agreement (Agreement) is made between the Maricopa County
Library District, a political subdivision of the State of Arizona (“LIBRARY DISTRICT’) and
the Town of Fountain Hills, Arizona, a municipal corporation (“TOWN”).

RECITALS:

The parties have the legal capacity to enter into this Intergovernmental Agreement
pursuant to A.R.S. § 11-951, et seq.

A.R.S. § 48-3901 provides for the establishment of a library district within Maricopa
County and further provides that cities and towns within the County may elect to
become a part of or to participate in said library district; and

_ The TOWN is a member of the Maricopa County Library District and desires to continue
to make library services available to its residents.

Participation by TOWN with LIBRARY DISTRICT in this project provides expanded
benefits to TOWN and its residents such as public library service, specialized library
programs, and other services which are not otherwise available to. TOWN residents.

LIBRARY DISTRICT benefits fromthe Agreement by providing library services to
Maricopa County residents in the north eastern region of Maricopa County and by the
use of space which is provided by TOWN.

NOW, THEREFORE, IN CONSIDERATION OF THE COVENANTS HEREINAFTER SET
FORTH, the parties agree as follows:

1. General:

1.1. Term of Agreement. The term of this Agreement shall be for five. (5) years
commencing on the date the Agreement is signed and subject to annual
appropriations by each party to fund the Agreement. After the initial five (5) year
term, this Agreement may be renewed by the parties for additional five (5) year

terms by mutual consent of the parties, on the same terms and conditions as set
forth in this Agreement or as modified, in writing, and subject to annual
appropriations to fund the Agreement.

1.2. Authorized Representatives. Within thirty (30) days after the effective date of this
Agreement, TOWN and LIBRARY DISTRICT shall each appoint an authorized
representative to carry out the duties set forth in this Agreement delegated to such
authorized representatives. Either party may change the designation of its
authorized representative by giving notice the other party pursuant to Paragraph
8.1 herein.

. DEFINITIONS.

2.1. “Library” means 15,000 square-foot area of the approximately 20,000 square -
foot building located at 12901 N. La Montana Drive, Fountain Hills, and owned by
“TOWN which houses the library materials collection for use by the public.

2.2. "Capital Improvements” means.the permanent improvements to the library and
any fixtures attached thereto.

2.3. "Library materials collection" means the books, magazines, audiovisual items
and other materials which are used by the patrons.

2.4. "Contents of the library" means the furniture, shelving, equipment, ltbrary
materials collection, computers, and like items.

. The TOWN shall:

3.1. Cooperate with the LIBRARY DISTRICT at all times in good faith in order to
facilitate the provision of library services.

3.2. Provide to the LIBRARY DISTRICT, the library facilities located at 12901 N. La
Montana Dr., Fountain Hills, Arizona under the following terms:

3.3. TOWN shall be responsible for the payment of utility services, to include gas,
water, and electric, and ancillary services provided to the premises.

3.4. TOWN shall, at its own expense, insure the premises for all perils and risk
coverage on the structure(s) including, but not limited to fire, wind, burglaries and
other casualties. TOWN understands and acknowledges that LIBRARY DISTRICT
is self-insured for loss or damage io property and will provide TOWN with a
certificate to this effect.

3.5, TOWN shall maintain the structure of the premises in good repair and shall
correct any hazardous conditions existing as the result of any structural defect or

unsoundness. The term “structure” as used herein includes walls, roofs, floors,
foundations, stairways, exterior sidewalks and all electrical, plumbing, heating and
air-conditioning systems and equipment. It is understood that the structure and
premises are currently in a state of good repair.

3.6. TOWN shall, at its own expense, conform to all applicable standards contained
in the “Uniform Building Code for Life Safety” (U.B.C.”), and also to all provisions
and standards in “Arizona Revised Statutes for Handicapped Accessibility’ in Title
9-499.02 and Title 34-401 through 34-439. This will include, but not be limited to,
Handicapped Accommodations such as restrooms, drinking fountains, pedestrian
ramps, etc. TOWN shall also, at its own expense, conform to all Americans with
Disabilities Act requirements for Public Accommodations that are “readily
achievable unless an undue burden would result.”

3.7. Routine maintenance shall be the responsibility of TOWN, which shall include:
electrical and plumbing repairs, painting the interior walls, replacement of all broken
‘glass of the premises resulting from all perils including, but not limited to fire, wind,
burglaries and other casualties. TOWN shall perform all repair/replacement
maintenance of installed building utility systems and maintain all installed floor
covering in a state of good repair. Equipment (including water heaters, furnaces, air
conditioners and fire extinguishers) of the library shall be maintained by TOWN ina

‘ safe operating condition, ,

3.8. Janitorial and landscape services shall be provided and TOWN shall pay cost of
said services.

4. The LIBRARY DISTRICT shall:

4.1. Provide and pay for, from revenues received pursuant to the County LIBRARY
DISTRICT Tax levied pursuant to A.R.S. 48-3903, all salaries and employee
benefits; office supplies, automation, audiovisual materials, books and other similar
materials, office equipment, telephone, telefacsimile, electronic mail, catalogues,
automated circulation system and public access catalogue, and other equipment
and services and for supplies necessary fo provide full library services to the
TOWN;

4.2, Provide centralized acquisitions, cataloging, processing and graphic arts
services; ‘

4.3. Provide centralized personnel, fiscal, procurement, supply any other necessary
administrative services;

4.4, Provide coordinating and consulting services;

4.5, Provide access to all library programs and materials within the LIBRARY

La

DISTRICT'S system;
4.6. Provide policies, procedures and operations manuals and support network;

4.7. Coordinate with local schools to offer assistance in developing literacy
improvement;

4.8. Provide advice and assistance to all library staff in programming, advanced
reference research, online reference searches, microforms and reference collection
development;

4.9. Provide coordinated children’s programs and services which may include
summer reading, year-round reading, film programs, book-week programs,
storytelling, school visits, crafts, read-aloud programs, performances and special
events;

4.10, Encourage input from citizens in the selection of library materials and programs;
4.11. Operation of Library.

4.11.1. Library District shall be solely responsible for the operation of the Library
under terms set forth in this agreement and shall hold TOWN harmless. from
any acts by Library personnel that result in personal injury or property damage.

. Future Improvements to Library. [f TOWN and LIBRARY DISTRICT mutually agree
the Library should be expanded, TOWN and LIBRARY DISTRICT will analyze the
number of library users associated with TOWN and other communities and
unincorporated areas of Maricopa County. TOWN will use good faith efforts to fund
expansion of the Library if the majority of Library users are TOWN residents and if
TOWN and LIBRARY DISTRICT agree expansion is appropriate at that time.

. Termination, Expiration or Non-renewal. This Agreement shall terminate under the
following circumstances:

6.1. Upon non-appropriation by either party for continued funding of the Agreement;
6.2. Upon 365 days written notice by a party;
6.3, By mutual written agreement of the parties on an agreed upon date.

. Upon termination, expiration or non-renewal of this Agreement, the parties will dispose
of property related to the Library pursuant to the following:

7.1. TOWN shall:

7.1.1, Purchase the Library Materials collection of the Library from the LIBRARY
DISTRICT after valuation of said collection, subject to appropriation of funds by
TOWN for that purpose.

7.1.2. Purchase any computers and related equipment, software; network
equipment and related items that the LIBRARY DISTRICT has purchased.
This excludes any items still in use that was purchased by the TOWN.

7.2, LIBRARY DISTRICT shall:

7.2.4, Value the then current Library Materials Collection of the Library for
purchase by TOWN pursuant to Paragraphs 7.1.1. and 7.1.2 above

7.2.2. Transfer to TOWN bibliographic and patron data in MARC format;
provided however, the TOWN shall pay the costs of such transfer. LIBRARY
DISTRICT shall provide technical assistance on the design and transfer of
such computer files to TOWN at no cost to the TOWN.

7.3, Failure of TOWN and LIBRARY DISTRICT to Agree.on Valuation of Contents of
Library. Should TOWN not agree with the valuation of the contents of the Library
pursuant to Paragraph 7.2.1 above, TOWN and LIBRARY DISTRICT will agree on
an independent evaluation and share the cost of the evaluation equally. The result
of that independent evaluation shall be final and binding on the parties.

7.4. Failure of TOWN fo Purchase Contents of Library. Failure of TOWN to

‘purchase the contents of the Library pursuant to Paragraphs 7.1.1 and 7.1.2 above

-will release LIBRARY DISTRICT to dispose of the contents of the Library as it
deems appropriate with no further financial obligation to TOWN.

. Miscellaneous,

8.1. Notices. Notices required pursuant to this Intergovernmental Agreement shall
be given by first class mail, postage prepaid, to the following:

For the LIBRARY DISTRICT: For the TOWN:

Director Town Manager
Maricopa County Library District Town of Fountain Hills
2700 N. Central Avenue, #700 16836 East Palisades
Phoenix, AZ 850004 Fountain Hills, AZ 85269

8.2. This Agreement comprises the entire agreement of the parties and
supersedes any and ail other agreements or understandings, oral or written,
whether previous to the execution hereof or contemporaneous herewith. This
Agreement may only be amended in writing by mutual agreement of the parties.

8.3. LIBRARY DISTRICT will indemnify, defend and hold harmless TOWN and its
agents, officials and employees from liability for damages resulting from injury,
death, property damage and economic loss suffered by a third person as a
result of the negligent or wrongful act or omission of the LIBRARY DISTRICT or
the LIBRARY-DISTRICT’S agent, official or employee which arises out of the
LIBRARY DISTRICT'S performance of, or the failure to perform, its obligations
under this Agreement. The damages which are subject of this indemnity shall
include, but not be limited to attorney fees, court costs, settlement expenses
and litigation expenses related to liability described in this paragraph and/or
related to any claim or action asserting such liability against TOWN or any of its
agents, officials and employees.

8.4. TOWN will indemnify, defend and hold harmless the LIBRARY DISTRICT
and its agents, officials and employees from liability for damages resulting from
injury, death, property damage and economic loss suffered by a third person as
a result of the negligent or wrongful act or omission. of TOWN or TOWN’s agent,
official or employee which arises out of TOWN’s performance of, or the failure to
perform, its obligations under this Agreement. The damages, which are subject
of this indemnity shall include, but not be limited to, attorney fees, court costs,
settlement expenses and litigation expenses related to liability described in this
paragraph and/or related to any claim or action asserting such liability against
the LIBRARY DISTRICT or any of its agents, officials and employees.

8.5, The LIBRARY DISTRICT's responsibility, whether by insurance coverage or
self-insurance, shall be primary or designated as primary in respect to the acts
and omissions of its employees through the provision of its obligations under
this Agreement.

8.6. TOWN's responsibility, whether by insurance coverage or self-insurance,

shall be primary or designated as primary in respect to the acts and omissions
of its employees through the provision of its obligations under this Agreement.

8.7. This Agreement shall be governed by Arizona law without regard to its conflict
of interest provisions.

8.8. The invalidity in whole or in part of any provision of this Agreement shall not
void or affect the validity of any other provision of this Agreement, since it is the
intent of the parties to have this Agreement enforced to the fullest extent
possible.

8.9. This Agreement has been approved by the respective governing bodies of

the parties at a duly noticed public meeting.
9. Dispute Resolution.

9.1. The Authorized Representatives shall meet and attempt to resolve any dispute
arising under this agreement within five business days after notice is given of the
nature of the dispute, unless both parties agree to a longer period of time.

9.2. In the event a dispute arises which cannot be resolved by the Authorized
Representatives within a reasonable time, the dispute may be submitted to
mediation or non-binding arbitration upon mutual consent of the parties.

10. Future Transfer

10.1. Town Operation: The parties recognize that the Town of Fountain Hills may
grow in the future to a degree that warrants full ownership and operation of the
Library by the Town. If the parties agree that this condition has occurred, they will
negotiate in good faith as to ways and means to effect such a transfer as efficiently
as possible, including assistance and cooperation by the District in making
available to the Town appropriate data bases and other technical support.

IN WITNESS WHEREOF, the parties have caused these presents to be executed the day
and year first written above.

FOR THE LIBRARY DISTRICT: FOR THE TOWN:
we
Title: yyiRMAN BOARD OF DIRECTORS Title?
ATTEST: © ‘ ATTEST:
\ yall Min Ms ANY Se
Clerk of the Board Town Clerk
Date: AUG 17 2011 Date: oe. Le. ZO {

ATTORNEY DETERMINATION
The foregoing Intergovernmental Agreement has been reviewed pursuant to A.R.S. § 11-

952 by the undersigned counsel who have determined that it is in proper form and is within
the powers and authority granted under the laws of the State of Arizona.

sean ir.

Library District Attorney Town Attorney

Date: Fro. a DOL Date: (o1e-[(

RESOLUTION NO. 2011-25

A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF
FOUNTAIN HILLS, ARIZONA, APPROVING AN INTERGOVERNMENTAL
AGREEMENT WITH THE MARICOPA COUNTY LIBARARY DISTRICT
RELATING TO THE OPERATION OF THE TOWN OF FOUNTAIN HILLS
BRANCH LIBRARY.

BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF
FOUNTAIN HILLS as follows:

SECTION 1. The Intergovernmental Agreement between the Town of Fountain Hills
(the “Town”) and the Maricopa County Library District relating to the operation of the Town
Branch Library (the “Agreement”) is hereby approved in substantially the form attached hereto
as Exhibit A and incorporated herein by reference.

SECTION 2. The Mayor, the Town Manager, the Town Clerk and the Town Attorney
are hereby authorized and directed to cause the execution of the Agreement and to take all steps
necessary to carry out the purpose and intent of this Resolution.

PASSED AND ADOPTED by the Mayor and Council of the Town of Fountain Hills,
Arizona, June 16, 2011.

FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO:

yt . Schlum, Mayor Bevelyn J. Bendgf, Towh Clerk

REVIEWED BY: APPROVED AS TO FORM:

Richard L. Davis, Town Manager Andrew J. McGuire, Town Attorney

1520314.1

EXHIBIT A
TO
RESOLUTION NO. 2011-25
[Agreement]

See following pages.

1520314.1