CA WITH WHITE TANK MOUNTAINS CONSERVANCY.PDF

NON-FUNDED COOPERATIVE AGREEMENT
Between
MARICOPA COUNTY
And
WHITE TANK MOUNTAINS CONSERVANCY
This Non-Funded Cooperative Agreement (hereinafter referred to as "Agreement") is made and
entered into between the County of Maricopa, a political subdivision of the State of Arizona
(hereinafter referred to as "County") and the White Tank Mountains Conservancy, an Arizona
non-profit Corporation (hereinafter referred to as "WTMC"), together hereinafter referred to as
"Parties" or individually as a "Party."
RECITALS
WHEREAS, the County is authorized to enter into this Agreement pursuant to A.R.S.
§§§11-201, 11-251 and 11-933; and
WHEREAS, the County, through its Parks and Recreation Department (hereinafter
referred to as "MCPRD") provides responsible stewardship, quality parks, trails, outdoor
education programs, services and recreational opportunities to the public at White Tank Regional
Park (hereinafter referred to as "Park"); and
WHEREAS, the VVTMC is a conservation organization working to provide stewardship in
the form of leadership and volunteers to protect, conserve and educate the public on the varied
natural, cultural and recreation resources in and around the Park and the White Tank Mountain
Range (VVTMR); and
WHEREAS, the Park comprises a significant portion of the WTMR; and
WHEREAS, the County and WTMC agree that a mutually beneficial relationship by which
they may work together to accomplish common goals and objectives for safeguarding natural and
cultural resources while creating opportunities for education, recreation, and ecological services
in and around the VVTMR will aid the public; and
WHEREAS, the Parties acknowledge that this Agreement will require administrative action
from time to time to carry out the spirit and intent of the Agreement, and the County's Director of
MCPRD and WTMC's Director or designee are hereby given the authority and charged with the
responsibility for proper administration of this Agreement, whether or not specific authority is
granted in any provision of this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals, the promises and covenants set
forth below, and other good and valuable consideration, receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:
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AGREEMENT
1) PURPOSE OF AGREEMENT AND RECITALS.
A. The Parties desire to work in harmony for the common purpose of maintaining,
improving and managing outdoor recreation opportunities and resource management
in the WTMR and educating the public regarding the same. The VVTMR and Park are
depicted upon the maps (hereinafter referred to as "Maps"), attached hereto as Exhibit
A and incorporated herein by this reference.
B. The Recitals hereinabove are incorporated into this Agreement by this reference.
2) TERM.
Term shall commence upon the date upon which the last Party executes this Agreement
and terminates ten (10) years therefrom. This Agreement shall automatically renew for one
additional five (5) year period at the end of the term unless either Party gives written notice
to the contrary at least sixty (60) days prior to the end of the term.
3) TERMINATION; DISPOSITION OF PROPERTY.
A. Any Party may terminate this Agreement with or without cause upon furnishing the
other Party with at least 60 (sixty) days' prior written notice. Upon termination, the
Parties shall incur no further obligation or liability under this Agreement unless a
provision herein specifically states that its obligations or liabilities continue beyond
termination.
B. Upon termination, any equipment or other personal property used in performance of
this Agreement shall be returned to the Party holding title thereto.
4) SEPARATE RESPONSIBILITIES.
A. The County will provide the following:
i) Coordination: With VVTMC and its partners in items such as but not limited to
stewardship, advocacy, research, education, training, and planning..
ii) Provide on-the-ground presence and primary responsibility in implementing
management of outdoor education and recreation in the Park.
iii) Establish and maintain a budget for agreed and approved projects under this
Agreement as approved annually by the County's Board of Supervisors.
iv) Guidance and Direction: As related to acceptable use and construction of trails
and facilities with include adopted standards.
B. WTMC will provide the following:
i) Stewardship and Volunteerism: By working with existing groups, including the
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Friends of the White Tanks and Maricopa Trail and Parks Foundation Trail
Stewards, the VVTMC will provide leadership and volunteers who can provide
the labor necessary to accomplish the joint responsibilities outlined herein.
ii) Regional Planning: WTMC will lead and coordinate regional planning efforts
designed to ensure that the WTMR remains connected to the broader region
with local trail networks, and appropriate wildlife corridors to prevent genetic
isolation.
• iii) Advocacy and Public Policy: The WTMC will take an active role in assessing
conservation challenges and opportunities that are affected by local, state, and
national policy, while advocating for the continued protection and enhancement
of resources.
iv) Research, Education and Training: the VVTMC will educate the community
about the climate, ecology, geology, and culture of the region.
5) JOINT RESPONSIBILITIES.
A. Each Party will utilize its own resources, including the expenditures of its own funds,
in meeting these joint responsibilities.
B. Meet at least annually to discuss matters relating to trails, maintenance, special
events, wildlife viewing, and outdoor education programs in or affecting the Park.
C. Additional meetings, at various administrative levels, will be held as necessary for
WTMR and the Park for the purposes of:
Task forces.
Regional planning and partnerships.
Stewardship and volunteerism.
Advocacy and public policy.
Education and outreach
Research and restoration.
Tourism and public attraction.
D. To jointly plan, coordinate and implement recreational and environmental projects
such as, but not limited to:
Joint marketing.
Promotion campaigns.
Training.
Surveys of Park users.
Special events.
Recreation and education programs.
Natural resource management and development.
Cultural resource management and development.
Environmental Study.
Wildlife habitat improvements.
E. When specific projects have been identified and approved, jointly develop an
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implementation strategy for identified projects.
6) NOTICES AND CONTACTS.
Any notices required or permitted under this Agreement shall be in writing and shall be
deemed to have been duly given if (i) delivered to the Party at the address set forth below,
(ii) deposited in the U.S. Mail, certified, return receipt requested, to the address set forth
below, (iii) given to a recognized and reputable overnight delivery service, to the address
set forth below or (iv) delivered electronically by email with a request for delivery receipt for
message.
For County: Mr. R.J. Cardin, Director
Maricopa County Parks & Recreation Department
48135 N Castle Hot Springs Road — Unit Operations Center
Morristown, AZ 85342
Phone: (928) 501-9200
Fax: (602) 372-8596
Email: ricardinnnail.maricopa.00v
For WTMC: Mr. Todd Hornbeck, Chairman
White Tank Mountains Conservancy
4252 N. Verrado Way #B200
Buckeye, AZ 85396
Phone: (928) 466-7015
Email:
7) INDEMNIFICATION.
The Parties hereby agree that to the extent permitted by law, each Party will defend, protect,
release, indemnify and save the other Parties harmless, including any of the Par -ties'
departments, agencies, directors, officers, employees, elected officials or agents, from and
against all loss, expense, damage or claim of any nature whatsoever which is caused by
any activity, condition or event arising directly or indirectly, in whole or in part, out of the
performance or nonperformance by the indemnifying Party of any of the provisions of this
Agreement. Each Party hereby indemnifies the other against all liability, losses and
damages of any nature for or on account of any injuries or death of persons or damages to
or destruction of property arising, directly, or indirectly, in whole or in part, out of or in any
way connected with the performance or nonperformance of this Agreement, except such
injury or damage as shall have been occasioned by the negligence of that other Party. The
damages which are the subject of this indemnity shall include but not be limited to the
damages incurred by any Party, its departments, agencies, directors, officers, employees,
elected officials or agents. In the event of an action, the damages which are the subject of
this indemnity shall include costs, expenses of litigation and reasonable attorneys' fees.
8) INSURANCE.
Each Party shall maintain insurance coverage for losses associated with this AGREEMENT
in an amount not less than $1,000,000 per occurrence and $2,000,000 aggregate with the
other Party to be named as an additional insured. The Parties acknowledge that Maricopa
County is self-insured as provided in A.R.S. § 11-981 and that this self-insurance fully
complies with the requirements under this section.
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9) SECURITY INTEREST.
Each Party hereby acknowledges and agrees that this Agreement does not give the other
Party any right, title or interest in the property owned by the other Party and all right, title
and interest in the property lies and remains with the respective Party.
10) APPROPRIATION OF FUNDS.
The provisions of this Agreement for implementation of the responsibilities by both Parties
shall be effective when funds are appropriated for purposes of this Agreement and are
actually available to each Party. Each Party shall be the sole judge and authority in
determining the availability of funds under this Agreement and shall keep the other Party
fully informed as to the availability of funds for the Services. The obligation of each Party to
make any payment pursuant to this Agreement is a current expense of each Party, payable
exclusively from such annual appropriations, and is not a general obligation or indebtedness
of either Party.
11) NON-FUND OBLIGATING DOCUMENT.
Nothing in this Agreement shall obligate the Parties to obligate or transfer any funds.
Specific work projects or activities that involve the transfer of funds, services, or property
among the Parties will require execution of separate agreements and be contingent upon
the availability of appropriated funds. Such activities must be independently authorized by
appropriate statutory authority or appropriate corporate authority. This Agreement does not
provide such authority. Negotiations, execution and administration of each such agreement
must comply with all applicable statutes and regulations and/or internal corporate policies
and procedures.
12) ASSIGNMENT AND DELEGATION.
Neither Party may assign any rights hereunder without the express, written, prior consent of
both parties.
13) CONSENTS AND APPROVALS.
The Parties agree to act in good faith and with fair dealing with one another in the execution,
performance and implementation of the terms and provisions of this Agreement. Whenever
the consent, approval or other action of a Party is required under any provision of this
Agreement, such consent, approval or other action shall not be unreasonably withheld,
delayed or conditioned by a Party unless the provision in question expressly authorizes such
Party to withhold or deny consent or approval or decline to take action in accordance with a
different standard, in which case the consent or approval or the decision to not take action
may be withheld, delayed or conditioned in accordance with the different standard.
14) FURTHER ASSURANCES, COOPERATION.
Each of the Parties hereto agree to cooperate and provide all additional documents and
other assurances that are reasonably necessary to carry out and give effect to the intent of
the Parties reflected in this Agreement.
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15) DISPUTES.
This Agreement shall be subject to arbitration as may be required by A.R.S. § 12-1518.
16) CONFLICT OF INTEREST.
The parties acknowledge that this Agreement is subject to cancellation provisions pursuant
to A.R.S. 38-511, the provisions of which are incorporated herein and made a part hereof.
17) GOVERNING LAW.
This Agreement shall be construed under the laws of the State of Arizona.
18) E-VERIFY.
To the extent applicable under A.R.S. § 41-4401, each Party and its contractors and
subcontractors warrant their compliance with all federal immigration laws and regulations
that relate to their employees and their compliance with the E-verify requirements under
A.R.S. § 23-214(A). A breach of the above-mentioned warranty by any Party or its
contractors or subcontractors shall be deemed a material breach of the Agreement and may
result in the termination of the Agreement by the non-breaching Party. Each Party retains
the legal right to randomly inspect the papers and records of the other Party's or its
contractors' or subcontractors' employees who work on the Project to ensure that the other
Party and its contractors and subcontractors are complying with the above-mentioned
warranty.
19) BOYCOTT OF ISRAEL.
To the extent applicable under A.R.S. § 35-393.01, WTMC certifies it is not currently
engaged in, and for the duration of this Agreement agrees not to engage in, a boycott of
Israel as defined in A.R.S. § 35-393.
20) INVALIDITY OF PART OF THIS 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.
21) COUNTERPARTS.
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.
Faxed and copied signatures are acceptable as original signatures.
22) ENTIRE AGREEMENT.
This Agreement contains the entire understanding of the Parties hereto. There are no
representations or provisions other than those contained herein. This Agreement shall not
be amended or modified, in any manner, except by an instrument in writing, signed by the
Parties hereto.
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23) AUTHORIZED REPRESENTATIVES.
Each Party covenants and warrants to the other Party that: (a) it is duly authorized to execute
this Agreement; and (b) the execution of this Agreement has been duly authorized by the
applicable Party.
IN WITNESS HEREOF, the Parties have executed this Agreement on the date indicated.
APPROVED BY
Dated this day of 2017.
MARICOPA COUNTY
Chairman Date
Board of Supervisors
ATTEST
Clerk of the Board Date
Approved as to Form:
Attorney for Maricopa County Date
RECOMMENDED BY:
Dated this day of 2017.
MARICOPA COUNTY PARKS AND RECREATION DEPARTMENT
Name: RJ Cardin Date
Title: Maricopa County Parks and Recreation Director
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APPROVED BY:
Dated this day of arc' 2017.
WHITE TANK MOUNTAINS CONSERVANCY
C a
Chair Date
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