2015-05-14 SUN CITY WEST FIRE DISTRICT IGA - CLEAN.DOC

INTERGOVERNMENTAL AGREEMENT
BETWEEN
THE SUN CITY WEST FIRE DISTRICT
AND
MARICOPA COUNTY
G-30184
C-50-15-xxx-x-00
This Intergovernmental Agreement (“Agreement”) is made and entered into as of the ___ day of
___________________, 2015, by and between the SUN CITY WEST FIRE DISTRICT, duly
organized and existing under the laws of the State of Arizona (the “District”) and MARICOPA
COUNTY, a political subdivision of the State of Arizona (“County”) (collectively the "Parties").
RECITALS:
1. The District is authorized to execute this Agreement pursuant to A.R.S. § 48-805.
2. County is authorized to execute this Agreement pursuant to A.R.S. §11- 952 and by
approval of the Board of Supervisors.
3. The District is in the process of building Fire Station 104 (defined below) at 24930 North
119th Avenue, Sun City, Arizona, within an unincorporated area of Maricopa County.
4. The District desires, upon completion of construction, to make available to County on a
24-hours per day, 7 days per week, basis certain space within Fire Station 104 for use by
deputies and other personnel of the Maricopa County Sherriff’s Office.
5. The Parties believe this Agreement will benefit the citizens of Maricopa County by
providing MCSO with a strategically located facility in the Sun City West area for basing
MCSO operations.
NOW, THEREFORE, in consideration of the foregoing, the mutual promises contained herein
and other good and valuable consideration, sufficiency and adequacy of which the Parties
acknowledge, District and County agree as follows:
1. GENERAL PROVISIONS
1.1 The foregoing recitals are incorporated into this Agreement.
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1.2 DEFINITIONS: In addition to the defined and capitalized terms in this
Agreement, the following terms shall have the following meanings:
(a) “Premises” or “Office 105,” as more fully described in Exhibit “A,”
attached hereto and incorporated herein by this reference, means that
portion of Fire Station 104 designated as Office 105 on the Arrington
Watkins plan A-2.2 entitled “Architecture Overall Plan – 1st Floor” and
dated August 1, 2014, for project “Fire Station 104 Sun City West” and
the common area at Fire Station 104 pursuant to this Agreement.
(b) “Fire Station 104” means the real property and buildings controlled by the
District and located at 24930 North 119th Avenue in Sun City, Arizona.
1.3 PURPOSE: This Agreement is intended to set forth the respective agreements of the
Parties with respect to the use of the Premises.
1.3.1 The District agrees to provide County 24 hours per day, 7 days per week:
a) exclusive use of finished office space designated as Office 105; b) a
separate entrance to Office 105; c) use of non-public restroom facilities at
Fire Station 104, which restroom facilities will be shared with the
District’s personnel; d) use of parking areas at Fire Station 104 for
County-related vehicles; and e) use of kitchen facilities at Fire Station 104,
which kitchen facilities will be shared with the District personnel. The
District will not allow any uses at Fire Station 104 which will disrupt the
ability of County to conduct County business. The District is responsible
for the payment of utility services provided to the Premises. “Utility
services” shall include gas, electricity, water, sewer and trash service. The
District will maintain the structure of the Premises in good repair and will
correct any hazardous conditions existing as the result of any structural
defect or unsoundness. The term “structure” as used herein includes
walls, roof, floors, foundation, stairways and all electrical, plumbing,
heating and air-conditioning systems. Routine operation and maintenance
of the building systems, building structure and site as well as providing
janitorial service at Fire Station 104 will be the responsibility of the
District. All operation and maintenance cost for County’s owned voice-
data systems will be the responsibility of County.
1.3.2 County agrees that the following are to be provided solely at the cost of
County:
1.3.2.1 Furniture Fixtures and Equipment for the Premises.
1.3.2.2 Voice, data and video connections from the main point of service
entry for the Premises.
1.3.2.3 Voice data and video equipment for use by County in the Premises.
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2. CONSIDERATION AND TERM
2.1 The District and County agree to the following:
2.1.1 The Premises for County’s MCSO office at Fire Station 104 will include
approximately 154 square feet of space within Office 105 and the
Premises is depicted in Exhibit “A” (Premises) which is attached hereto
and made a part of this Agreement.
2.1.2 The District will provide County two (2) parking spaces at Fire Station
104 in close proximity to the Premises for County’s exclusive use.
Parking shall also be provided in the secured area, with overflow parking
available in the general public parking on the South side of Fire Station
104.
2.1.3 The District shall waive all fees to County for County’s use of the
Premises and common areas.
2.1.4 The Agreement shall be effective on the date the Agreement is fully
executed (”Effective Date”). The Agreement shall be for a term of ten
(10) years, until July 1, 2025.
2.1.5 Either party may terminate this Agreement by giving prior written notice
to the other party at least 180-days prior to the desired termination date.
3. MISCELLANEOUS PROVISIONS
3.1 This Agreement may not be changed, modified or rescinded, except as provided
herein and in writing and signed by the Parties hereto, and any attempt at oral
modification shall be void.
3.2 All notices required pursuant to this Agreement shall be delivered or sent certified
mail, return receipt requested, to:
COUNTY DISTRICT
Maricopa County Sun City West Fire District
Attention: Real Estate Manager Attn: Assistant Chief Van Scoter
301 W. Jefferson, Suite 960 18818 N. Spanish Garden Dr.
Phoenix, Arizona 85003 Sun City West, Arizona 85375
All notices are effective when delivered or on the date that certified mail return
receipt is signed.
3.4 Pursuant to A.R.S. § 38-511, this Agreement may be cancelled without penalty or
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further obligation within three years after execution of the Agreement if any
person significantly involved in initiating, negotiating, securing, drafting or
creating the contract on behalf of either Party is at any time while the Agreement
or any extension of the Agreement is in effect, an employee or agent of the other
Party to the contract in any capacity or is a consultant to any other party of the
contract with respect to the subject matter of the Agreement. Additionally,
pursuant to A.R.S. § 38-511 the aggrieved party may recoup any fee or
commission paid or due to any person significantly involved in initiating,
negotiating, securing, drafting or creating the Agreement on behalf of the
aggrieved party, from the other party arising as the result of the Agreement.
3.5 This Agreement, and any Exhibits attached hereto, represents the entire agreement
of the Parties with respect to its subject matter, and supersedes any and all other
agreements or understandings, whether written or oral, and whether previous to or
contemporaneous with execution hereof.
3.6 This Agreement shall be governed by the laws of the State of Arizona without
regard to Arizona's conflict of laws provision or caselaw.
3.7 Any action or suit commenced in connection with this contract shall be in the
Superior Court of Arizona in and for the County of Maricopa.
3.8 The rights and remedies of the Parties provided in this Agreement are not
exclusive and are in addition to any other rights and remedies available to the
Parties in law or equity.
3.9 County shall make no improvements to the Premises without advanced, written
approval by the District. County will be totally responsible for any cost of
improvements or modifications to the Premises after the District’s approval. The
District shall not unreasonably withhold consent to make such improvements.
Reasonably detailed plans and specifications for such improvements shall be
submitted to the District prior to commencement of construction of any
improvements. All improvements which become fixtures to the Premises shall
become the property of the District upon expiration or termination of this
Agreement.
3.10 County shall not do or permit anything to be done in or about the Premises which
will increase the existing rate of fire or other insurance upon the Premises or any
of its contents, or cause cancellation of any insurance policy covering the
Premises or its contents. All uses of the Premises shall be in compliance with
applicable laws and regulations. The District agrees that at its sole cost and
expense it shall procure and keep in place a policy of insurance covering the
Premises and the contents therein owned by the District against fire, theft and
other forms of casualty. County acknowledges that it shall not be the obligation
of the District to insure the contents of the Premises that are the property of
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County. The District understands and acknowledges that County is self-insured
and County is not required to purchase any insurance on the Premises; provided,
however, this shall not limit or reduce County’s obligation pursuant to this
paragraph.
3.11. Indemnification:
3.11.1 County shall indemnify and hold harmless the District against and from
any and all claims arising from County’s use of the Premises, except
injury or damage occasioned solely by the District’s negligence, and shall
further indemnify and hold harmless the District from all costs, attorneys’
fees, expenses and liabilities incurred in or about any such claim or any
action or proceeding brought thereon, and, in any case, action or
proceeding being brought against the District by reason of any such claim,
County upon notice from the District shall defend as same at County’s
expense.
3.11.2 The District shall indemnify and hold harmless County against and from
any and all claims arising from County’s use of the Premises, except
injury or damage occasioned solely by County’s negligence, and shall
further indemnify and hold harmless County from all costs, attorneys’
fees, expenses and liabilities incurred in or about any such claim or any
action or proceeding brought thereon, and, in any case, action or
proceeding being brought against County by reason of any such claim, the
District upon notice from County shall defend as same at the District’s
expense.
3.11.3 The indemnification obligations set in this Agreement shall also extend to
losses, damages, expenses liabilities and claims of any nature whatsoever
suffered by or asserted as a direct or indirect result of the disposal, escape,
seepage, leakage, spillage, discharge, emission, or release of any
Hazardous Material and losses, damages, expenses, liabilities and claims
asserted or arising under the Comprehensive Environmental Response,
Compensation and Liability Act; the Toxic Substances Control Act; any
so-called “Superfund” or “Superlien” law; or any other federal, state, or
local statute, law, ordinance, code, rule, regulation, order, or decree
regulating, relating to, or imposing liability of standards of conduct
concerning any Hazardous Material, hereinafter, “environmental event.”
3.11.4 “Hazardous Material” shall mean and includes any petroleum product and
any hazardous substance or any pollutant or contaminant defined as such
in (or for purposes of) the Comprehensive Environmental Response,
Compensation, and Liability Act; any so-called “Superfund” or
“Superlien” law; the Toxic Substances Control Act; or any other federal,
state, or local statute, law, ordinance, code, or standards of conduct
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concerning any hazardous, toxic, or dangerous waste, or any substance or
compound containing asbestos, PCBs or any other hazardous, toxic, or
dangerous waste, substance, or material.
3.11.5 The indemnification obligation specifically described in this Agreement is
limited to claims arising from County’s use of the Premises and does not
extend to environmental events that may have occurred prior to County’s
use and occupancy of the Premises or to environmental events that are the
result of actions or situations created by District, third parties, or acts of
God.
3.12. Return of Premises: Subject to ordinary wear and tear, County will return the
Premises to the District in good condition upon the termination or expiration of
this Agreement. County acknowledges that the contents and fixtures within the
Premises consist of items, some of which are the property of the District, and
others which were contributed by the County. All fixtures, whether installed by
County or the District, shall be the property of the District upon termination or
expiration of this Agreement unless otherwise agreed to in writing prior to
expiration of the Agreement term.
3.13. Destruction of Premises: Notwithstanding anything to the contrary herein, this
Agreement may be terminated by either party in the event of destruction of the
Premises resulting from any cause. In the event of partial destruction, the District
may elect to restore the Premises to its former condition, in which case this
Agreement shall not be terminated, provided, however, that the County shall not
be responsible for payment of any fees due under this Agreement during any time
that the County is not able to use the Premises. If the County cannot use the
Premises for 30 days after partial destruction, this Agreement may be immediately
terminated by the County.
3.14 Entry by the District: The District reserves the right to enter the Premises in the
event of an emergency. The District may also enter the Premises at any
reasonable time to inspect the Premises upon proper notice to County and shall
schedule any such entry to be in the company of County’s representatives or
agents.
3.15 Assignment: County shall not assign this Agreement without the written consent
of the District, which consent shall not be unreasonably withheld.
3.16 Entire Agreement: This Agreement, together with any supplemental provisions
attached hereto, constitutes the entire Agreement between the parties. Waiver or
any breach of any term, condition or covenant herein contained shall not be
deemed to be a waiver or any subsequent breach of any term, covenant or
condition herein. This Agreement shall be binding upon the parties hereto and
their respective heirs, successors and assignees.
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******************************************************************************
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the _____ day of
_____________________, 2015.
THE SUN CITY WEST FIRE DISTIRCT
______________________________ Date:_________________
Chairman, Sun City West Fire Board
MARICOPA COUNTY
______________________________ Date:_________________
Chairman, Board of Supervisors
ATTEST:
______________________________ Date:_________________
Clerk of the Board
APPROVED AS TO FORM:
______________________________ Date:_________________
Deputy County Attorney
______________________________ Date:_________________
Michael Widner, Attorney (SCWFD)
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Exhibit “A”
PREMISES
Office # 105
(Office #105 on the 1st floor plan of Fire Station 104 follows)
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