G-30195 V3.DOCX

License No. G-30195 C-67-17-002-L-00
FCD License 2017-01 C-69-17-0XX-L-00
FCD 2017A015
INTERGOVERNMENTAL AGREEMENT
Between
FLOOD CONTROL DISTRICT of MARICOPA COUNTY
And
MARICOPA COUNTY
This Intergovernmental Agreement (“IGA” or “Agreement”) is made and entered into by and
between Flood Control District of Maricopa County, a political subdivision of the State of Arizona,
whose address is 2801 W. Durango Street, Phoenix, AZ 85009 (“District”), and Maricopa County, a
political subdivision of the State of Arizona, whose current address is 301 W. Jefferson, 10th Floor,
Phoenix, AZ 85003 (“County”). District and County shall collectively be referred to herein as (the
“Parties”) or individually as (a “Party”).
R E C I T A L S :
WHEREAS, County requires a designated area for use by its Waste and Recycling Resources
Department for container staging, storage and parking area (“Use”), and
WHEREAS, County has selected a portion of District property located at 2801 W. Durango
Street, Phoenix, AZ 85009, Assessor Parcel Numbers 105-17-003N and 105-17-007, (“Premises”) for
the Use, and
WHEREAS, County is authorized to enter into this Agreement pursuant to ARS §11-951, et.
seq, and
WHEREAS, County Use shall be restricted to the Premises as indicated on Exhibit A, attached
hereto and incorporated by reference herein, and County will use its own equipment, and
WHEREAS, District has determined that the Use is not commercial in nature, but rather a
benefit to County and District, and
WHEREAS, District wants to support the efforts of the County by offering the Premises
pursuant to the terms and conditions in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto agree as follows:
1

A G R E E M E N T:
Article 1. Recitals.
1.1 The Recitals, by this reference, are incorporated herein and made a part of this
Agreement.
Article 2. County Responsibilities.
2.1 County shall utilize the Premises as described on Exhibit A.
2.2 County, at its sole cost and expense, shall keep the Premises in a clean and safe
condition at all times.
2.3 County, at its sole cost and expense, shall provide all equipment and supplies necessary
for the Use.
2.4 County shall be solely responsible for the payment of wages or salary of any type, if
any, to all employees, officers, directors, staff, contractors and agents of County.
Article 3. Fees, Costs and Expenses.
3.1 County agrees to conduct the Use at no cost or expense to District.
3.2 District agrees to allow the County the use of the Premises at no cost or expense to
County.
Article 4. District Responsibilities.
4.1 The District agrees to provide the following to County:
a) Access to the Premises for the Use. County shall not have access to the Premises
after normal business hours. The District shall provide sufficient parking for
County’s agents and staff.
Article 5. Term and Termination of Agreement.
5.1 This Agreement is at will and may be terminated by either Party by giving the other
Party at least a 30-day notice. This Agreement may be terminated pursuant to A.R.S. §
38-511.
5.2 Notice of termination to either Party shall be in writing and transmitted by registered
mail, return receipt requested, or hand delivered at the address set forth in the Article
20.1 of this Agreement. In addition, a copy shall be mailed to the Chief Real Estate
Officer or sent by overnight courier to the same address. Either Party may change their
respective notice address by providing the other Party with prior written notice of the
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change of address by certified mail, return receipt requested, or hand delivered at the
address set forth in Article 20.1.
Article 7. Governing Law.
7.1 This Agreement shall be governed by and construed in accordance with the laws of the
State of Arizona.
Article 8. Entire Agreement.
8.1 This Agreement and all Exhibits attached hereto set forth all of the covenants, promises,
agreements, conditions and understandings between the Parties hereto and there are no
covenants, promises, agreements, conditions or understandings, either oral or written,
between the Parties other than as set forth herein, and those agreements which are
executed contemporaneously herewith. 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. This Agreement
cannot be modified or changed except by a written instrument executed by all of the
Parties hereto. Each Party has reviewed this Agreement and has had the opportunity to
have it reviewed by legal counsel.
Article 9. Severability.
9.1 If any of the provisions of this Agreement are found or deemed by a court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions will nevertheless
continue in full force and effect without being impaired or invalidated in any way.
Article 10. Non-Waiver.
10.1 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. Either Party’s consent to,
or approval of, any subsequent or similar act shall not be deemed to render unnecessary
the obtaining of the other Party’s consent to, or approval of, any subsequent or similar
act by that Party, to be construed as the basis of an estoppel to enforce the provision or
provisions of this Agreement requiring such consent.
Article 11. Indemnification.
11.1 Except as otherwise expressed herein, 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 court
awarded 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 are caused by the willful misconduct or gross negligence of the
indemnitor, its officers, official’s, agents, employees or volunteers. It is recognized that
the Parties to this Agreement share the same risk pool for damages.
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Article 12. Return of Premises.
12.1 It is agreed and understood County will leave the Premises in as near the same
condition that it was prior to the commencement of this Agreement at the time it is
vacated, normal wear and tear excepted. All tools, equipment and other personal
property taken upon, or placed upon the Premises shall be removed.
Article 13. Personal Property.
13.1 County and District acknowledge that all equipment of County shall be deemed
personal property of County. It is expressly understood and agreed that County retains
title to all personal property County brings onto the Premises. District shall not be
responsible for any damage to any personal property of County and County and/or any
of its employees, agents, officers, directors or members hereby waive any and all rights
to bring any claim against District from or relating in any way to damage to the personal
property of County.
Article 14. Interruption of Service.
14.1 Notwithstanding the preceding, or anything to the contrary contained herein, the Parties
acknowledge and agree that under no circumstances shall District be liable for damages,
costs or other losses incurred or suffered by County as a result of acts of God, war,
national emergency, governmental restriction/request/ direction/delay, civil commotion,
strikes, fire or other catastrophe, force majeure, and all other causes or events which are
beyond the District’s control. This includes, but is not limited to, any inadequacy,
stoppage, surge, interruption or discontinuance of any telephone, electric or other utility
service.
Article 15. Authority to Execute Agreement/Counterparts.
15.1 Each Party represents to the other that the person executing this Agreement on behalf of
the respective entity is authorized to execute this Agreement and the other Party shall
have the right to rely on such representations or warranties.
15.2 This Agreement may be executed in one or more facsimile counterparts, each of which
shall be an original, and all of which taken together shall constitute a single instrument.
Article 16. No Partnership or Joint Venture.
16.1 Nothing contained in this Agreement shall create any partnership, joint venture or other
arrangement between District and County. Except as expressly provided herein, no
term or provision of this Agreement is intended or shall be for the benefit of any person
or entity not a party hereto, and no such other person or entity shall have any right or
cause of action hereunder.
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Article 17. Immigration Laws.
17.1 County warrants that it is in compliance with A.R.S. §41-4401 and further
acknowledges:
a. That the County and its subcontractors, if any, warrant their compliance with all
federal immigration laws and regulations that relate to their employees and their
compliance with A.R.S. §23-214, subsection A: after December 31, 2007, every
employer, after hiring an employee, shall verify the employment eligibility of
the employee through the e-verify program and shall keep a record of the
verification for the duration of the employee's employment or at least three
years, whichever is longer.
b. That a breach of a warranty under section 17.1 above, shall be deemed a
material breach of this Agreement that is subject to penalties up to and including
termination of this Agreement;
c. That District retains the legal right to inspect the papers of any County
employee, or subcontractor employee who works at, on or about the Premises to
ensure that Contractor and its contractors and subcontractors are complying with
the warranty provided under subsection 17.1 above and that County agrees to
make all papers and employment records of said employee(s) available during
normal working hours in order to facilitate such an inspection;
d. That nothing herein shall make County or any of County’s contractors or
subcontractors an agent or employee of District.
Article 18. No Property Right.
18.1 It is understood and mutually agreed that County has no property right interest
whatsoever in the Premises. County understands and agrees that District may move
County to a different physical space within the Premises at any time at the discretion of
the District.
Article 19 Litter and Trash Removal.
19.1 All trash and debris on the Premises that is generated by County must be removed from
the Premises by County and disposed of in an appropriate manner.
Article 20. Notices.
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20.1 All notices which shall or may be given pursuant to this Agreement shall be in writing
and transmitted by registered mail, return receipt requested, or hand delivered,
addressed as follows and shall be effective when received:
District: Flood Control District of Maricopa County
Attn: Chief Engineer and General Manager
2801 W. Durango Street
Phoenix, AZ 85009
County: Maricopa County
Waste Resources & Recycling
Attn: Manager
2919 W. Durango Street
Phoenix, AZ 85009
With a copy to: Maricopa County Facilities Management
Real Estate Division
Attn: Chief Real Estate Officer
2801 W. Durango Street
Phoenix, AZ 85009
Article 21. Headings.
21.1 Section 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.
Article 22. Time is of the Essence.
22.1 Time is of the essence of this Agreement. If the date for performance of any obligation
hereunder or the last day of any time period provided herein shall fall on a Saturday,
Sunday or legal holiday of the State of Arizona, then said date for performance or time
period shall expire on the first day thereafter which is not a Saturday, Sunday or a legal
holiday. Unless otherwise specifically indicated to the contrary, the word “days” as
used in this Agreement shall mean and refer to calendar days.
22.2 The Agreement is effective as of the date executed by both Parties.
Article 23. Waiver of Conflict.
23.1 The Parties to this Agreement have chosen attorneys employed by the Civil Services
Division of the Maricopa County Attorney’s Office (“Civil Services Division”) to act as
their attorney for the purpose of reviewing this Agreement. In so doing, by their
signature below, each Party acknowledges that it is aware that the Civil Services
Division will represent both Parties to this Agreement, and each Party expressly waives
any conflict created hereby.
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Project: Durango
Item:EB-01
APN:105-17-003N, -007
RECOMMENDED FOR APPROVAL: APPROVED:
FLOOD CONTROL DISTRICT BOARD OF DIRECTORS OF
OF MARICOPA COUNTY FLOOD CONTROL DISTRICT
OF MARICOPA COUNTY
William D. Wiley, P.E. Date Chairman of the Board Date
Chief Engineer and General Manager
ATTEST:
C. Michelle Colby, SR/WA Date
Acting Chief Real Estate Officer
Clerk of the Board Date
______________________________
APPROVED AS TO FORM and within the powers and authority granted under the laws of the State of
Arizona and Maricopa County
Flood Control District General Counsel Date
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License No. G-30195 C-67-17-002-L-00
FCD License 2017-01 C-69-17-0XX-L-00
FCD 2017A015
IN WITNESS WHEREOF, this Agreement is made and entered into as of February ________, 2017
COUNTY: a political subdivision of the State of
Arizona
______________________________________
Denny Barney, Chairman of the Board of
Supervisors
ATTEST:
________________________________________
Clerk of the Board of Supervisors Date
APPROVED AS TO FORM:
________________________________________
Betsy Pregulman Date
Deputy County Attorney
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License No. G-30195 FCD Parcels” EB-01 and -03
FCD License 2017-01 C-67-17-002-L-00
FCD 2017A015 C-69-17-0XX-L-00
APNs: 105-17-003N, -007
EXHIBIT “A”
Premises
Subject Premises Subject Premises
30’X25’ 30’X50’
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