AMENDED AND RESTATED IGA SHELBY SCHARBACH AS EXECUTIVE DIRECTOR.DOC

THIRD AMENDED AND RESTATED INTERGOVERNMENTAL AGREEMENT
BETWEEN
MARICOPA COUNTY
AND
THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA
This Third Amended and Restated Intergovernmental Agreement
(“Agreement”) effective as of December 11, 2019, is made and entered into pursuant to
the terms and provisions of Title 11, Chapter 7, Article 3, Arizona Revised Statutes, as
amended (A.R.S. § 11-951, et seq.), by and between Maricopa County, a political
subdivision of the State of Arizona (the “County”), and The Industrial Development
Authority of the County of Maricopa, an Arizona nonprofit corporation designated by law
as a political subdivision of the State of Arizona (the “Authority”); and amends and
restates in the entirety the Amended and Restated Intergovernmental Agreement
between the parties, dated as of June 20, 2012.
Witnesseth
Whereas, the “Industrial Development Financing Act” (formerly the
“Industrial Development Plans for Municipalities and Counties Act”), Title 35, Chapter 5,
Arizona Revised Statutes, as amended (the “Act”), provides for the incorporation in the
State of Arizona of industrial development authorities; and
Whereas, pursuant to the provisions of the Act, and with the permission of
the Board of Supervisors of the County (the “Board of Supervisors”) as evidenced by a
resolution of the Board of Supervisors of the County adopted November 5, 1973, the
Authority was incorporated in Arizona on December 5, 1973, as a nonprofit corporation,
designated by law as a political subdivision of the State of Arizona; and
Whereas, under the Act, the Board of Supervisors is designated as the
governing body of the Authority and the Act provides that the directors of the Authority
shall be elected by the governing body and the proceedings under which bonds are to
be issued by the Authority require the approval of the governing body; and
Whereas, the Authority is an active issuer of bonds, the proceeds of which
are used to finance “projects” as such term is defined in the Act; the Authority conducts
a considerable amount of business, as permitted by the Act, and such business requires
the Board of Directors of the Authority (the “Authority Board”) to devote a portion of its
time and effort to directing and supervising the business and affairs of the Authority; and
the Authority Board utilizes a variety of service providers to provide legal, accounting,
auditing, public relations and financing advisory services to the Authority; and
Whereas, the Authority Board has determined that it is in the best interests
of the Authority to establish the position of Executive Director of the Authority and to
engage the services of an individual to serve as Executive Director, such person to be
responsible for the day-to-day management and administration of the Authority’s
business and affairs, under the supervision and direction of the Authority Board, with the
2294242.2
11/21/19

specific duties and assignments as, from time to time, established and designated by
the Authority Board; and
Whereas, the County, acting through the Board of Supervisors, is willing to
provide to the Authority, the services of Shelby L. Scharbach, currently the Chief
Financial Officer of the County, to serve as the Authority’s Executive Director.
Whereas, under the provisions of Title 11, Chapter 7, Article 3, Arizona
Revised Statutes as amended (A.R.S. § 11-951, et seq.), the Authority and County are
permitted to enter into intergovernmental agreements for the purpose of contracting for
the providing of services; and under the Act, the Authority is specifically empowered to
enter into such intergovernmental agreements.
Now, therefore, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and in consideration of the mutual
agreements of the parties, as herein contained, it is agreed as follows:
Agreement
1. The County agrees that Shelby L. Scharbach may undertake to
serve and perform the duties of Executive Director of the Authority, and the Authority
engages as its Executive Director, Shelby L. Scharbach.
2. It is understood and agreed that the individual serving as the
Executive Director of the Authority will continue to be a contract employee of the
County.
3. It is further understood and agreed that the Executive Director of
the Authority may delegate work and responsibility to other employees of the County;
provided that she will remain responsible for the direction and supervision of such work.
4. The scope of the duties and responsibilities of the Executive
Director of the Authority shall be determined by the Authority Board. Regarding matters
relating to the business and affairs of the Authority that require attention and action
before they can be brought before the Authority Board for action, the Executive Director,
may act upon the direction and instruction of the President or any Vice President of the
Authority or as authorized from time to time by the Authority Board.
5. The County shall be entitled to be reimbursed and the Authority
agrees to reimburse the County for the services provided to the Authority by the County,
pursuant to this Agreement, such reimbursement to be effective for services provided
from and after May 8, 2012, and on the basis the County will be reimbursed for the
actual time expended by its personnel on the business of the Authority at hourly rates
determined based upon such personnel’s actual County salary, plus all required County
paid payroll withholdings and employee benefits.
6. In addition, the Authority shall reimburse the County for any costs
and expenses it advances or incurs for copying, delivery charges, special handling,

express mail or express delivery charges, telephone and/or electronic communication
charges and computer charges, publication charges, travel expenses and other normal
out-of-pocket business expenses. The County will invoice the Authority on a monthly
basis for the reimbursable expenses and reimbursement shall be made by the Authority
to the County on a monthly basis.
7. The Authority and the County shall indemnify, defend, and hold
each other, their respective officers, employees and agents harmless for, from and
against any and all claims, demands, suits, losses, damages and liabilities of any nature
whatsoever from claims of third parties, arising out of or relating to the activities of the
Authority or the duties of the County, its officers, employees or agents relating to the
services to be provided to the Authority pursuant to this Agreement (such claims shall
be collectively referred to herein as an “Indemnity Claim”).
If an Indemnity Claim arises, then upon demand by the party seeking
indemnification, the indemnifying party shall defend such indemnity claim in the name of
the indemnified party, if necessary by the attorneys for the indemnifying party’s
insurance carrier (if such Indemnity Claim is covered by insurance), otherwise by such
attorneys as the indemnifying party selects and the indemnified party approves.
Notwithstanding the foregoing if counsel selected by the indemnifying party is not
available to represent both parties because of a conflict of interest, after notice to the
indemnifying party, the indemnified party may engage its own attorneys to defend it or
to assist in its defense, and the indemnifying party shall pay all fees of such attorneys
and all costs related to the defense.
8. This Agreement shall be effective upon its approval by both the
Board of Supervisors and the Authority Board, and upon its execution by both the
County and the Authority.
9. This Agreement shall remain and be in full force and effect until
terminated by either party in accordance with the provisions of this Agreement. Either
the County or the Authority may terminate this Agreement, upon thirty (30) days written
notice to the other party; and provided that upon any such termination, the Authority
shall be and remain obligated to the County for the payment and reimbursement to the
County for any services provided by the County, as provided for by this Agreement,
through the date of termination.
10. As provided for in A.R.S. § 38-511, the parties may, within three (3)
years after the execution of this Agreement, cancel this Agreement, without penalty(s)
or further obligation, if any person significantly involved in initiating, negotiating,
securing, drafting or creating this Agreement is in effect, an employee or agent of either
party in any capacity or a consultant to the other party to this Agreement.
In Witness Whereof, this Agreement is executed by the parties effective
the date first shown above.

Maricopa County, a political subdivision The Industrial Development Authority of
of the State of Arizona the County of Maricopa, an Arizona
nonprofit corporation designated by law
as a political subdivision of the State of
Arizona
By: By:
Bill Gates Ron Westad
Chairman of the Board of Supervisors President
Attest: Attest:
By: By:
Clerk of the Board of Supervisors Secretary/Treasurer
Pursuant to A.R.S. § 11-952D., Pursuant to A.R.S. § 11-952D.,
Approved as to Form and within the Approved as to Form and within the
powers and authority of the Maricopa powers and authority of The Industrial
County Board of Supervisors Development Authority of the County of
Maricopa
By: By:
Deputy County Attorney Legal Counsel, Ryley Carlock &
Applewhite
Dated: December 11, 2019 Dated: December 11, 2019