2017 MCSO EVOC ACCESS AGREEMENTF.PDF

ACCESS AGREEMENT
THIS ACCESS AGREEMENT (“Agreement”) is entered into this _____ day of
December, 2017 by and between the CITY OF PHOENIX, ARIZONA (hereinafter
referred to as “City”), an Arizona municipal corporation, for and on behalf of the Phoenix
Police Department (hereinafter referred to as “PPD”), and MARICOPA COUNTY
(hereinafter referred to as “County”), for and on behalf of the Maricopa County Sheriff's
Office (hereinafter referred to as “MCSO”), for facility access and usage to conduct
driver training for its law enforcement personnel on the grounds of the Phoenix Police
Department Emergency Vehicle Operations Center.
RECITALS
A. WHEREAS the City owns and operates the Phoenix Police Department
Emergency Vehicle Operations Center (EVOC) located at 8645 W. Broadway Road,
Phoenix, AZ, as described in the attached Exhibit “A”; and
B. WHEREAS the County operates MCSO, a law enforcement agency duly
organized and existing under the laws of the State of Arizona; and
C. WHEREAS the County now desires to use the EVOC for the purpose of
conducting driver training for its law enforcement personnel; and
D. WHEREAS the City desires to grant the County access to the EVOC to use the
property for the aforementioned purpose.
FOR AND IN CONSIDERATION of the desire to assist the County in its law
enforcement mission, the undersigned Parties agree as follows:
PURPOSE AND USE
1. The City grants to County the right to enter upon the property described above for
driver training for its law enforcement personnel, including MCSO Deputy Sheriffs and
Recruits, and for no other compensation except as described in the LIABILITY and
INDEMNIFICATION sections below.
2. The Parties further agree that the facility use will be limited to driver training. It will
require access to, and usage of, those EVOC facilities and equipment, including
vehicles, that can reasonably accomplish the County’s mission. Any other type of
training will be coordinated with the City on a case by case basis.
3. The Parties agree that the City does not grant the right to use timber or any other
products of the land. County will not modify any terrain or vegetation on the property.
This includes, but is not limited to, digging, entrenching, and ground disturbing activities.
The Parties agree that County law enforcement personnel will only travel and park
vehicles in designated areas and travel upon approved/authorized roads or areas. All
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equipment, vehicles, supplies and other County property placed at the EVOC will be
removed before the expiration of this Agreement, or within a reasonable time thereafter
if unforeseen circumstances prevent prompt removal.
4. Prior to any such entry, use or occupancy, the County shall promptly notify the City
prior to any use. Direct notification by MCSO to PPD points of contact (POC) is
authorized. Normal operations permitting, the City will grant access to the property to
the County’s representatives at least seventy-two (72) hours prior to the training to
inspect and evaluate the suitability and safety of the property for the proposed training.
5. The Parties agree to conduct a walkthrough of the property prior to and immediately
following the conclusion of the training to conduct a visual inspection of the property and
determine the existence of any damage to the property.
AUTHORITY
The Parties are authorized and empowered to enter into this Agreement pursuant to
state law and their respective charters or ordinances.
DURATION AND TERMINATION
1. The term of this Agreement shall begin on the date executed and approved by both
parties, and shall remain in effect until October 31, 2022, unless terminated sooner by
either Party.
2. If either Party determines that the Agreement should be terminated prior to its
expiration, notice shall be provided thirty (30) days prior to the requested termination
date.
LIABILITY
1. If any action of County’s employees, agents or contractors in the exercise of this
Agreement results in damage to the real property, County will, at its discretion, either
repair such damage or make an appropriate settlement with the City. In no event shall
such repair or settlement exceed the fair market value of the fee title to the real property
at the time immediately preceding such damage. County’s liability under this clause is
subject to the availability of appropriations for such payment, and nothing contained in
this agreement may be considered as implying that County’s funding sources will at a
later date appropriate funds sufficient to meet any deficiencies. The provisions of this
clause are without prejudice to any rights the City may have to make a claim under
Arizona Revised Statutes §12-820 through §12-826, as appropriate, for any damages
other than those provided for herein.
2. The City shall not be responsible or liable for injuries to persons or damage to
persons or property when such injuries or damages are caused by or result from
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County’s use of the premises under the terms of this Agreement and are not due to the
negligence of the City.
INDEMNIFICATION
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 attorney's 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 act, omission, negligence, misconduct, or other fault of
the Indemnitor, its officers, officials, agents, employees, or volunteers.
GENERAL PROVISIONS
1. Conflict of Interest. This Agreement is subject to cancellation pursuant to the
provisions of A.R.S. § 38-511.
2. Notices. All notices, demands and communications given or to be given, by either
party to the other, shall be given in writing, by certified mail, and shall be addressed to
the parties at the addresses hereinafter set forth, or at such other address as the parties
may by written notice hereafter designate. All notices shall be deemed received upon
actual receipt or three (3) business days after deposit in the United States mail,
whichever date is earlier. Notices shall be addressed as follows:
City of Phoenix: Jerri L. Williams, Chief of Police
Phoenix Police Department
620 West Washington Street, 4th Floor
Phoenix, Arizona 85003-1611
Phone: (602) 262-7626
Fax: (602) 495-0356
Email: jeri.l.williams@phoenix.gov
County: Paul Penzone
Maricopa County Sheriff
550 W Jackson Street 5th Floor
Phoenix, AZ 85003
Phone: 602-876-1829
Email: p_penzone@mcso.maricopa.gov
3. Construction. Paragraph headings and captions appearing with this Agreement are
for convenient reference only and in no respect define, limit or describe the scope or
intent of this Agreement or the provisions of such sections.
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4. Binding Effect. All terms, provisions and conditions hereof shall be binding upon and
inure to the benefit of all Parties hereto and their respective heirs, personal
representatives, successors and assigns.
5. Severability. In the event any term or provision of this Agreement is held to be
invalid or unenforceable, the validity of the other provisions shall not be affected, and
the Agreement shall be construed and enforced as if it did not contain the particular
term or provision that is deemed to be invalid or unenforceable.
6. Governing Law. This Agreement will be governed by the laws of the State of
Arizona, both as to interpretation and performance.
7. Modification. This Agreement may be modified only by mutual written agreement of
the Parties.
8. Independent Contractor; Organization Employment Disclaimer; No Agency. County
is an independent contractor and shall be free to exercise its discretion and independent
judgment as to the method and means of performance of its work hereunder. County’s
employees, agents or contractors shall not be considered employees of the City, and
the City’s employees shall not be considered employees of County. No County
employee, agent or contractor will, by virtue of this Agreement, be entitled or eligible, by
reason of this Agreement, to participate in any benefits or privileges given or extended
by the City to its employees. County shall assume full responsibility for the actions of its
own personnel, agents or contractors while utilizing and accessing the property
described under this Agreement, and shall be solely responsible for their supervision,
daily direction and control, payment of salary (including income taxes and social
security), wages, bonuses, retirement, withholdings, worker’s compensation and
occupational disease compensation insurance, unemployment compensation, other
benefits and taxes and premiums, if applicable. County shall have no authority, express
or implied, to act on behalf of the City in any capacity whatsoever as an agent. County
shall have no authority, express or implied, pursuant to this Agreement to bind the other
Party to any obligation whatsoever.
9. Cancellation for Non-appropriations. The parties recognize that this Agreement may
depend upon appropriation of funds. If County fails to appropriate the necessary funds,
or if the appropriation for this Agreement is reduced during the fiscal year, the City may
reduce the scope of this Agreement if appropriate or cancel this Agreement without
further duty or obligation. County agrees to notify the City as soon as reasonably
possible after County knows of the loss of funds.
10. Disputes. In the event of any dispute, claim, question, or disagreement arising from
or relating to this Agreement or the breach thereof, the parties hereto shall use
reasonable efforts to settle the dispute, claim, question, or disagreement. Provided no
notice of termination of this Agreement has been given by either party to the other, if it is
feasible under the terms of this Agreement each party shall continue to perform the
obligations not related to the dispute required of it during the resolution of such dispute,
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unless enjoined or prohibited by a court of competent jurisdiction. In the event of any
controversy, which may arise out of this Agreement, the Parties hereto agree pursuant
to A.R.S. § 12-1518 and A.R.S. § 12-133 to abide by arbitration as may be required.
11. Invalidity of Part of the Agreement. The Parties agree that should any part of this
Agreement be held to be invalid or void, the remainder of the Agreement shall remain in
full force and effect and shall be binding upon the Parties.
12. Records Retention. To the extent required by A.R.S. §35-214, the parties agree to
retain all books, accounts, reports, files and other records relating to this Agreement
and to make such records available at all reasonable times for inspection and audit by
any of their authorized representatives, during the term of this Agreement and for five
years after the completion of the Agreement. Notwithstanding any other provision of this
Agreement to the contrary, the Parties acknowledge that they are subject to A.R.S. §§
39-121 through 39-128 regarding public records. Any provision concerning
confidentiality is limited to the extent necessary to comply with the provisions of Arizona
law.
13. Entire Agreement. This Agreement contains the entire understanding of the Parties
hereto. There are no representations or other provisions other than those contained
herein. The Parties agree that any amendment or modification of this Agreement shall
be made only in writing and signed by a duly authorized representative of the Parties to
this Agreement.
[signature page follows]
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IN WITNESS WHEREOF, the Parties hereto have executed this AGREEMENT on the
date written below.
CITY OF PHOENIX MARICOPA COUNTY
Ed Zuercher, City Manager
Signature: ______________________ Signature: ___________________________
Jeri L. Williams Denny Barney,
Police Chief Chairman of the Board of
Supervisors
Date: ________________________ Date: ______________________________
ATTEST: ATTEST:
________________________ ________________________
City Clerk Clerk of the Board
APPROVED AS TO FORM: APPROVED AS TO FORM:
________________________ ____________________________
Acting City Attorney Deputy County Attorney
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EXHIBIT A
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