2014-07-15 DRAFT COST SHARING IGA - PARADISE VALLEY - BOS AGENDA.DOCX

MARICOPA COUNTY Agreement Number G-30176
TOWN OF PARADISE VALLEY
Effective Date ___/____/____
INTERGOVERNMENTAL AGREEMENT
Between
MARICOPA COUNTY
And
TOWN OF PARADISE VALLEY
FOR
COST SHARING
OF
THE PARADISE VALLEY PUBLIC SAFETY RADIO COMMUNICATIONS FACILITY
C-xx-xx-xxx-x-xx
This Intergovernmental Agreement (“IGA” or “Agreement”) is between the County of Maricopa,
a political subdivision of the State of Arizona, (“County") and the Town of Paradise Valley, an
Arizona municipal corporation (“Paradise Valley”). County and Paradise Valley are collectively
referred to as the “Parties” or individually a “Party.”
This Agreement shall become effective as of the latter date it is approved by the Maricopa
County Board of Supervisors and the Town Council of Paradise Valley.
RECITALS
WHEREAS, County is authorized to enter into this Agreement pursuant to Arizona Revised
Statutes (A.R.S.) §11-952 et. seq. and as authorized by the Maricopa County Board of
Supervisors; and
WHEREAS, Paradise Valley is authorized to enter into this Agreement pursuant to A.R.S. § 11-
952 et. seq. and as authorized by the Paradise Valley Town Council; and
WHEREAS, the Parties desire to establish a modern and reliable shared radio communication
facility in the vicinity of the Town of Paradise Valley, Arizona, in order to cost effectively provide
for public safety and other governmental radio communication requirements of the Parties; and
WHEREAS, Paradise Valley controls in part certain land rights, and is working to control in full
the land rights necessary, for a radio communications facility site in the vicinity of the 7000 block
of North Highland Drive in Paradise Valley, Arizona, (the “PV Site”) as generally described and
depicted in Exhibit “A” which exhibit is attached hereto and made a part hereof; and

County No.G-30176
WHEREAS, the Parties desire to develop a shared public safety and government radio
communications facility on the PV Site (the “PV Facility”) as conceptually depicted in Exhibit “B”
which exhibit is attached hereto and made a part hereof; and
WHEREAS, County and Motorola Solutions, Inc. entered into Contract Serial 12030 on June 5,
2013, for the development of radio communication facilities throughout Maricopa County (the
“Motorola Contract”); and
WHEREAS, the Motorola Contract was competitively bid and awarded by County through
County’s Office of Procurement Services in accordance with State Statutes; and
WHEREAS, Paradise Valley desires County to share in the development of the PV Facility
through application of the County’s Motorola Contract, by the use of cooperative purchasing or
otherwise; and
WHEREAS, Paradise Valley has joined with other municipalities who have executed an
Intergovernmental Agreement to Plan, Design, Construct, Operate, Maintain and Finance the
Regional Wireless Cooperative Network (the “RWC”), with the PV Site and the PV Facility to be
part of the system of public safety communications facilities that are part of the RWC; and
WHEREAS, Paradise Valley desires that the County cooperate with Paradise Valley in the
operation and maintenance of the PV Facility during the term of this Agreement; and
WHEREAS, County desires to cooperate with Paradise Valley in the operation and
maintenance of certain portions of the PV Facility during the term of this Agreement; and
WHEREAS, the Parties desire to share in design responsibilities and the costs of: i) acquiring
the PV Site; ii) developing the PV Facility; and iii) the operation and maintenance of the PV
Facility; all in a manner hereinafter agreed.
TERMS OF AGREEMENT
NOW THEREFORE, in consideration of the mutual promises and undertakings of the Parties
hereinafter set forth, it is hereby agreed as follows:
1. Recitals. The Recitals, by this reference, shall be incorporated herein and are made a
part of this Agreement.
2. Term, Renewal, Termination, and Cancellation. This Agreement shall become effective
as of the latter date it is executed by the Chairman of the Maricopa County Board of Supervisors
and the Mayor of Paradise Valley (the “Effective Date”) and shall remain in full force and effect
for a term of twenty-five (25) years and shall be automatically renewed for an additional twenty-
five (25) year term unless canceled by either Party upon written notice at least six (6) months
prior to the expiration of the initial twenty-five (25) year term of this Agreement (hereinafter a
“Regular Termination”) or unless terminated early by the County as provided herein by the
County’s Site Acquisition Phase Termination right. In the event Paradise Valley executes a
Regular Termination, Paradise Valley shall convey to County, prior to the termination date and
at no cost to County, Paradise Valley’s rights to the PV Site and the PV Facility, including any
legal obligations, such as a regular rent or lease payment due for the continued rights to use the
PV Site, for any applicable portions of the PV Site. In the event County executes a Regular
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Termination, County shall remove the County Radio Equipment (as County Radio Equipment is
hereinafter defined) located in or upon the PV Facility and also transfer to Paradise Valley, at no
cost to Paradise Valley, any ownership rights or other interests the County may have in the PV
Site or the PV Facility. Notwithstanding the terms specified above, prior to the passing of the
Site Acquisition Phase Termination, as defined in Section 5.2, County may cancel this
Agreement at any time by providing Paradise Valley with 60-days written notice via certified
mail, with the last day of said 60-day notice period to be the “Site Acquisition Phase Termination
Date.” Within 60-days of County exercising the Site Acquisition Phase Termination Date, the
Parties shall reconcile each Party’s costs to date, with Paradise Valley bearing full responsibility
for all costs save and except for the costs associated with the design and planning for, and if
already commenced, the costs of acquiring, installing, and testing the County Radio Equipment.
In the event that County exercises its right to cancel this Agreement at any time prior to the
passing of the Site Acquisition Phase Termination, Paradise Valley may utilize the Motorola
Contract under the cooperative purchasing authority granted herein to complete the PV Facility
and, by purchase order (as provided in Section 5.8), to purchase, install, start-up, and set up the
initial operation services needed for the Town Radio Equipment.
3. Responsibilities of County.
3.1 County shall be responsible, through the Motorola Contract, for the design,
engineering, permitting and construction of the PV Facility in general accordance
with the conceptual layout as shown in Exhibit “B.” Paradise Valley’s mutual
approval of design is required prior to construction of the PV Facility.
3.2 Subject to Paradise Valley’s full funding of County’s associated costs, up through
the passing of its right to exercise a Site Acquisition Phase Termination, County
shall, through its existing Motorola Contract and with adequate time for input by
Paradise Valley as to its radio system needs, design, engineer, permit, purchase,
and/or install the PV Facility, save and except for the Town Radio Equipment, as
hereinafter defined, said Town Radio Equipment to be designed, engineered,
purchased, installed, and made operable by Paradise Valley through a separate
purchase order, as specified in Section 5.8. County shall submit regular requests
for reimbursement of the County’s associated costs to Paradise Valley up until
the passing of County’s right to exercise a Site Acquisition Phase Termination,
with Paradise Valley to pay said costs within 30 days of receipt of each such
reimbursement request. In the event that County does not exercise its right to
cancel this Agreement prior to the passing of the Site Acquisition Phase
Termination Date, County will pay Paradise Valley one-half of the costs incurred
to design, engineer, permit, purchase, and/or install the PV Facility, save and
except for the Town Radio Equipment and County Radio Equipment after the
passing of the Site Acquisition Phase Termination Date, and shall thereafter pay
for one-half of the costs incurred to design, engineer, permit, purchase, and/or
install the PV Facility, save and except for the Town Radio Equipment and
County Radio Equipment.
3.3 County shall be responsible for documenting all costs associated with the design,
engineering, permitting and construction of the PV Facility. County shall make
said documentation available to Paradise Valley at reasonable times and with
reasonable notice for the purpose of Paradise Valley’s review and audit of said
documentation.
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3.4 County shall be solely responsible for the design, engineering, permitting,
purchase, installation, start-up, operation and maintenance of County’s
proprietary radio communication systems (the “County Radio Equipment”).
3.5 County shall be responsible for review and the timely provision of input on
Paradise Valley’s plan and process for acquiring the rights to the PV Site.
3.6 Upon the issuance of a certificate of completion for the PV Facility, County shall
be responsible for payment of one-half of the ongoing electrical costs for the PV
Facility and, the County Radio Equipment.
3.7 In the event that County does not exercise its right to cancel this Agreement prior
to the passing of the Site Acquisition Phase Termination, and upon proper
invoice, County shall reimburse Paradise Valley for one-half the documented
costs associated with Paradise Valley’s acquisition of the rights to the PV Site
(the “Site Acquisition Reimbursement”), as well as reimbursement of one-half of
any schedule of payments to be made in the future (such as a regular lease
payment).
4. Rights of County.
4.1 County shall have unrestricted access to the PV Site and shared beneficial
occupancy of the PV Facility with Paradise Valley.
4.2 County shall have the right to attach and operate County’s antennas to the tower
planned for installation at the PV Facility, or if needed, in a separate antenna
tower, recognizing that the PV Facility shall, to the greatest extent possible,
utilize stealth in the construction and installation of the antenna(s).
4.3 County shall have the right to attach and operate point to point communication
devices at the PV Facility, recognizing that all point to point communication
devices need to be designed so as to be integrated into the building(s) at the PV
Facility so as to blend into the buildings or otherwise be designed in such a way
as to be shielded from public view at ground level adjacent to the building(s) at
the PV Facility.
4.4 County and County’s authorized employees, agents, contractors, subcontractors,
and vendors, shall have the right to park vehicles at the PV Site as reasonably
required by County for the design, engineering, permitting, construction,
operation and maintenance of the PV Facility.
4.5 County shall have the right to review Paradise Valley’s plan and process for
acquiring the PV Site and provide input to Paradise Valley on the plans and
process, particularly as such plan may relate to the eventual amount of the Site
Acquisition Reimbursement to be paid by the County.
4.6 County shall have the right to install, operate and maintain County Radio
Equipment at County’s sole cost and expense.
5. Responsibilities of Paradise Valley.
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5.1 Paradise Valley shall be responsible for the timely acquisition of the PV Site for
the development and operation of the PV Facility. County shall be provided
regular updates on Paradise Valley’s progress and plans for the acquisition of
the land rights necessary for the PV Site to be used to complete the PV Facility
(the “Land Rights”), including the estimated and (once known) complete costs of
the Land Rights.
5.2 Upon Paradise Valley’s completion of the acquisition on the Land Rights, County
shall be provided a complete written statement of the final costs for the Land
Rights, including any schedule of payments to be made in the future (such as a
regular lease payment) (hereinafter the “Site Acquisition Cost Statement”) and
shall have the right to terminate this Agreement if the County, in its sole
discretion, determines that the complete and final costs for the Land Rights is
excessive or otherwise not in the best interests of County. County shall have 60
days after its receipt of the Site Acquisition Cost Statement to decide and then
provide written notice to Paradise Valley that the County finds that the site
acquisition cost is excessive or otherwise not in the best interests of County and
that the County is exercising its right to terminate the Agreement (such
termination is a “Site Acquisition Phase Termination”), provided that the County
may waive the 60 day review period and advise Paradise Valley that it accepts
the Site Acquisition Cost Statement. If County does not provide a written
response to the Site Acquisition Cost Statement within 60 days after its receipt,
County shall be deemed to have accepted the Site Acquisition Cost Statement
and may not exercise a Site Acquisition Phase Termination; and said acceptance
of the Site Acquisition Cost Statement, either by formal written acceptance by
County or by waiver, shall be deemed a passing of the Site Acquisition Phase
Termination Date.
5.3 Paradise Valley shall be responsible for documenting all costs associated with
the acquisition of the PV Site. Paradise Valley shall make said documentation
available to County at reasonable times and with reasonable notice for County’s
review and audit of said documentation.
5.4 Paradise Valley shall be responsible for review and mutual approval of the PV
Facility design to ensure that it incorporates adequate facilities for Paradise
Valley’s planned use of the PV Facility.
5.5 Paradise Valley shall determine what, if any, building code inspections are
required and shall perform all necessary building code inspections, subject to the
then-existing Paradise Valley building code requirements, including any permits
to be acquired by County or Paradise Valley, for the development of the PV
Facility.
5.6 Paradise Valley shall reimburse County for Paradise Valley’s share of all costs
of the PV Facility (the “Development Reimbursement”). Subject to the terms of
the County’s Site Acquisition Phase Termination rights, the Development
Reimbursement shall be one-half County’s total cost for developing the PV
Facility. County may invoice Paradise Valley for the Development
Reimbursement through multiple invoices as the design, engineering, permitting,
procurement and construction of the PV Facility progresses.
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5.7 Upon the issuance of a certificate of completion for the PV Facility, Paradise
Valley shall be responsible for the operation and maintenance of the exterior and
interior of the building(s) at the PV Facility, including but not limited to, the
electrical panel and electrical lines, the back-up generator, the back-up generator
fueling reservoir, lighting, perimeter fencing, grounding and the heating,
ventilation and air conditioning system; and the costs of the electricity for the PV
Facility. Paradise Valley shall regularly invoice County for County’s one-half
share of the operation and maintenance costs associated with the PV Facility
which invoiced costs shall not exceed what County proportionately pays for
similar operation and maintenance costs at similar County wireless
communication facilities.
5.8 Paradise Valley shall be solely responsible for the design, engineering,
permitting, purchase, installation, start-up, operation and maintenance of
Paradise Valley’s proprietary radio system (the “Town Radio Equipment”),
provided, however, that Paradise Valley, through a separate purchase order (or
work order) directly between Paradise Valley and Motorola Solutions, Inc., may
use County’s existing Amendment No. 1 to Contract 12030-RFP P25 Radio
Communications System with Motorola Solutions, Inc., as shown in Exhibit “C,”
which is attached hereto and made a part hereof, for the purchase of the design
and engineering services, as well as to purchase, install, start-up, and set up the
initial operation services needed for the Town Radio Equipment, as provided for
herein, or procure the Town Radio Equipment through other means.
5.9 Paradise Valley shall work cooperatively with County to accommodate County’s
ingress and egress to the PV Facility.
6 Rights of Paradise Valley.
6.1 Paradise Valley shall own (or otherwise secure the rights to the use of) the PV
Site and the PV Facility and will share (subject to any limitations in the rights
secured by Paradise Valley) with the County unrestricted access and occupancy
of the PV Facility.
6.2 Paradise Valley shall have the right to install and operate antennas on the
tower(s) planned for PV Facility.
6.3 Paradise Valley shall have the right to attach and operate point to point
communication devices at the PV Facility or share in such point to point
communication devices with the County, should the design and specifications of
such devices allow for joint use.
6.4 Paradise Valley shall coordinate with County in its design for the PV Facility.
6.5 Paradise Valley shall have the right to install, operate and maintain Town’s Radio
Equipment at Paradise Valley’s sole cost and expense.
7. Ownership of the PV Site, the PV Facility, the Town Radio Equipment and the County
Radio Equipment. It is expressly understood and agreed that Paradise Valley retains
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title to all property rights associated with the PV Site and the PV Facility unless such
rights are forfeited as provided for in Section 2. It is expressly understood and agreed
that Paradise Valley owns and retains title to the Town Radio Equipment and Paradise
Valley may modify, replace, and remove such Town Radio Equipment when necessary.
It is expressly understood and agreed that County owns and retains title to the County
Radio Equipment and County may modify, replace or remove such County Radio
Equipment when necessary. The ownership rights of each of Paradise Valley and
County as described in this Section 7 are subject to the transfer of ownership rights upon
Early Termination of either Party as described in Section 2 hereinabove.
8. Compliance with laws. The Parties agree to comply with all federal, state and local
statutes, laws, ordinances, rules, regulations and instructions which relate to the
construction, reconstruction, management, operation and maintenance of the PV
Facility. The Parties shall further comply with the following in their performance of this
Agreement:
a) Equal Employment Opportunity. The Parties shall not discriminate against any
employee or applicant for employment because of race, age, handicap, disability,
color, religion, sex or national origin. The Parties shall comply with Title VI and
Title VII of the Federal Civil Rights Act; the Federal Rehabilitation Act; the Age
Discrimination in Employment Act; the Americans with Disabilities Act of 1990,
A.R.S. § 41-1461 et seq., A.R.S. § 41-1492 et seq., 29 USCA § 721 (Section
504), and Arizona Executive Order 75-5 which mandates that all persons shall
have equal access to employment opportunities and any changes thereto or to
any new laws or requirements implemented during the term of this Agreement.
b) Immigration Reform and Control Act of 1986 (IRCA). The Parties understand and
acknowledge the applicability of the Immigration Reform and Control Act (IRCA).
The Parties agree to comply with the IRCA in performance of this Agreement
and, upon request, permit inspection of personnel records to verify such
compliance.
c) Employer Sanctions Law.
Both parties warrant that they are in compliance with A.R.S. § 41-4401 and
further acknowledge:
That each party 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;
That a breach of a warranty under this Section 8(c) shall be deemed a material
breach of the contract that is subject to penalties up to and including termination
of the Agreement;
That each party retains the legal right to inspect the papers of the other party or
its subcontractor’s employee(s) who work under this Agreement to ensure that
the party or subcontractor is complying with the warranty provided under this
section and that each party agrees to make all papers and employment records
of said employee(s) available during normal working hours in order to facilitate
such an inspection.
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9. Entry and Inspection. The Parties shall have the right at all times to enter onto and
inspect the PV Facility.
10. Environmental Compliance. If activities of either Party results in adverse environmental
impacts on the PV Site, the Party of cause will be fully accountable for any resulting site
assessment and cleanup cost required to restore the property. Paradise Valley will not
seek compensation or restitution from County as a “Potentially Responsible Party” or
otherwise for any release of a contaminant/hazardous substance on the premises prior
to the effective date of this Agreement.
a) Subject to the provisions set forth herein, the Parties agree that either party may
use, generate and store any hazardous material at or on the PV Site as long as it is
solely for the construction and/or installation, operation and maintenance of the PV
Facility.
b) Each Party shall provide to the other Party, in writing, a complete list identifying all
hazardous material or petroleum products and approximate quantities to be brought
on site and when such products will be removed.
c) Additionally, each Party shall prepare and implement any necessary remediation
action plan in accordance with all applicable federal, state, and city statutes, laws,
ordinances, rules and regulations. Each Party shall keep Material Safety Data
Sheets documents on site for those materials and products under that Party’s
responsibility.
d) Each Party shall report to the other Party within twenty-four (24) hours of knowledge
of any event or occurrence at the Sites which may or does result in pollution or
contamination adversely affecting lands, water or facilities at the PV Site.
e) Each Party shall protect, defend, indemnify and hold harmless the other Party from
and against all liabilities, costs, charges and expenses, including civil or criminal
penalties, attorney’s fees and court costs arising out of or related to any activity
involving or use of a regulated substance under any applicable federal, state, or
local environmental laws, regulations, ordinances or amendments thereto because
of: (a) any such substance that came to be located on the PV Site and/or the PV
Facility due to that Party’s use or occupancy of the PV Site pursuant to the terms of
this Agreement or any amendment(s) to this Agreement; or (b) any release,
threatened release or escape of any substance in, on, under or from said PV Site
that is caused, in whole or in part, by any conduct, action or negligence of that
Party.
For the purposes of this Agreement, the term “regulated substances” shall include
substances defined as “regulated substances,” “hazardous waste,” “hazardous
substances,” “hazardous materials,” “toxic substances” or “pesticides” in the
Resource Conservation and Recovery Act, as amended by the Hazardous and
Solid Waste Amendments of 1984, the Comprehensive Environmental Response,
Compensation and Liability Act, as amended in 1986 to include Superfund
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Amendments and Reauthorization Act, the Hazardous Materials Transportation Act,
the Toxic Substance Control Act, the Federal Insecticide, Fungicide and
Rodenticide Act, the relevant local and state environmental laws, and the
regulations, rules and ordinances adopted and publications promulgated pursuant
to the local, state, and federal laws. This indemnification shall include, without
limitation, claims or damages arising out of any violations of applicable
environmental laws, regulations, ordinances, rules or subdivisions thereof. This
environmental indemnity shall survive the expiration or termination of this
Agreement or any amendment thereto and/or any transfer of all or any portion of the
Sites and shall be governed by the laws of the State of Arizona, if applicable.
Benefiting Agency accepts sole responsibility and liability for all wastes produced by
its operation, activities and occupation of the premises and shall comply with all
applicable laws concerning such wastes, including federal, state, and local
regulatory requirements. Any such waste must be disposed of in compliance with
the above.
f) Each Party agrees it shall be solely responsible for and assumes all responsibility
for the actions of that Party, its agents, employees and contractors in generating,
storing, releasing, placing or allowing to remain on the property any hazardous
substances, hazardous wastes, or toxic substances (hereinafter collectively referred
to as “Hazardous Substances”), as those terms as defined and regulated under
CERCLA, 42 U.S.C. 9601 et seq., RCRA, 42 U.S.C. 6901 et seq., or TSCA, 15
U.S.C. 2601 et seq. Each Party further agrees to comply with all environmental
laws and regulations and to take such other actions as may be reasonably required
to protect against environmental liabilities. Any such “hazardous substances” must
be disposed of pursuant to and in compliance with all required laws and regulations
concerning the use and disposal of such substances.
g) Management and proper disposal of its hazardous material is the responsibility of
each Party. Each Party must keep appropriate and required documentation relating
to the management and disposal of its hazardous material.
h) Each Party agrees to defend, indemnify, and hold harmless the other Party and its
officials, electeds, agents and employees against all loss, liability, or expense
relating to personal, property, or economic injury arising from the presence of
Hazardous Substances located on the PV Site (other than any such Hazardous
Substances generated, stored, released, placed or allowed to remain on the PV
Site by a Party, its officials, electeds, agents, employees and contractors in violation
of the law).
11. Insurance. The Parties acknowledge and agree they are each self-insured.
a) If, during the term of this Agreement, any property, buildings, fixtures, equipment or
improvements under control of either Party shall be destroyed or damaged in whole
or in part by fire or any other cause, except condemnation, the Party that discovers
such destruction or damage shall immediately notify the other Party of such finding.
The Parties shall immediately secure the area to prevent injury, vandalism and
further damage to person, improvements and contents thereof. In the event the
property, buildings, equipment or improvements were destroyed or damaged due to
the act, negligence or omission of either Party, its employees or contractors, the
causing Party, at its discretion, may restore the PV Facility at least to the extent
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permitted by insurance proceeds. The causing Party shall be responsible for
cleaning-up and restoring the PV Facility to a condition reasonable under the
circumstances and acceptable to the non-causing Party. If the PV Facility is
capable of being restored within ninety (90) days of the damage or destruction to
the real property and/or the improvements thereon, and if the causing Party
determines it will restore the PV Facility, this Agreement shall continue in full force
and effect.
b) If either Party can demonstrate and the other Party may corroborate, that the PV
Facility is not capable of restoration within ninety (90) days of the damage or
destruction to the real property and/or the improvements thereon, either Party shall
have the right to terminate this Agreement or install a temporary facility, subject to
the permit and approval requirements of this Agreement, for such length of time as
necessary to complete restoration and resume operation.
c) If the causing Party determines it will restore the PV Facility, the causing Party
shall, as soon after damage as possible, apply for all required permits of whatever
nature to restore damaged improvements, and complete restorations within a date
mutually agreeable to the Parties. Should such damage or destruction occur within
twelve (12) months of the Agreement’s normal termination date, the Parties may
mutually agree to the extent of the restoration, if any.
12. Default; Remedies.
a) Paradise Valley Default. Each of the following shall constitute a material breach of
this Agreement and an event of default by Paradise Valley (“Paradise Valley Event
of Default”) hereunder: Paradise Valley’s failure to observe or perform any of the
material covenants, conditions or provisions of this Agreement to be observed or
performed by Paradise Valley, where such failure shall continue for a period of thirty
(30) days after Paradise Valley receives written notice of such failure from County
provided, however, that such failure shall not be a Paradise Valley Event of Default
if Paradise Valley has commenced the cure within such thirty (30) day period and
thereafter is diligently pursuing such cure to completion, but the total aggregate cure
period shall not exceed ninety (90) days unless Paradise Valley and County agree
in writing that additional time is reasonably necessary under the circumstances to
cure such default.
b) County Remedies. In the event Paradise Valley fails to perform any of its material
obligations under this Agreement and is in default pursuant to Section 12(a) of this
Agreement, County may, at its option, terminate this Agreement. Further, upon the
occurrence of any Paradise Valley Event of Default and at any time thereafter,
County may, but shall not be required to, exercise any remedies now or hereafter
available to County at law or in equity.
c) County Default. Each of the following shall constitute a material breach of this
Agreement and an event of default by County (“County Event of Default”)
hereunder: County’s failure to observe or perform any of the material covenants,
conditions or provisions of this Agreement to be observed or performed by County,
where such failure shall continue for a period of thirty (30) days after County
receives written notice thereof from Paradise Valley provided, however that such
failure shall not be a County Event of Default if County has commenced the cure
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within such thirty (30) day period and thereafter is diligently pursuing such cure to
completion, but the total aggregate cure period shall not exceed ninety (90) days
unless County and Paradise Valley agree in writing that additional time is
reasonably necessary under the circumstances to cure such default.
d) Paradise Valley Remedies. In the event County fails to perform any of its material
obligations under this Agreement and is in default pursuant to Section 12(c) of this
Agreement, Paradise Valley may, at its option, terminate this Agreement. Further,
upon the occurrence of any County Event of Default and at any time thereafter,
Paradise Valley may, but shall not be required to, exercise any remedies now or
hereafter available to Paradise Valley at law or in equity.
13. Notice Addresses. All notices herein required to be given to County in writing and all
payments herein required shall be sent to:
COUNTY
Maricopa County
Manager, Maricopa County Wireless Systems
3324 W. Gibson Lane
Phoenix, Arizona 85009
PARADISE VALLEY
Town of Paradise Valley
Town Manager
6401 E. Lincoln Drive
Paradise Valley, Arizona 85253
a) Notice Requirements. All notices required or permitted by this Agreement or
applicable law shall be in writing and may be delivered in person (by hand or by
courier) or may be sent by regular, certified or registered mail or U.S. Postal Service
Express Mail, with postage prepaid, and shall be deemed sufficiently given if served
in a manner specified in this Section. The addresses specified in this Section shall be
that Party’s address for delivery or mailing of notices. Either Party may by written
notice to the other specify a different address for notice.
b) Date of Notice. Any notice sent by registered or certified mail, return receipt
requested, shall be deemed given on the date of delivery shown on the receipt card,
or if no delivery date is shown, the postmark thereon. If sent by regular mail the
notice shall be deemed given 72 hours after the same is addressed as required
herein and mailed with postage prepaid. Notices delivered by United States Express
Mail or overnight courier that guarantee next day delivery shall be deemed given 24
hours after delivery of the same to the Postal Service or courier.
14. Indemnification. To the extent permitted by law, 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 are
caused by the act, omission, negligence, misconduct, or other fault of the Party and its
officers, officials, agents, employees, or volunteers.
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15. Conflicts. This Agreement shall be subject to the provisions of A.R.S. § 38-511.
16. Return of PV Site. At the expiration of this Agreement, the County shall relinquish all of
County’s interests in the PV Site to Paradise Valley and remove all of the County Radio
Equipment and other County improvements from the PV Site and the PV Facility. Upon
approval of Paradise Valley, County may abandon the improvements made thereon
rather than removing said improvements.
17. No Assignment. Neither party to this Agreement shall assign any of the rights received
pursuant to the terms of this Agreement without the prior written consent of the other
Party.
18. Time is of the Essence. 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 and not business days.
19. No Partnership or Joint Venture. Nothing contained in this Agreement shall create any
partnership, joint venture or other arrangement between County and Paradise Valley.
Except and 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.
20. Venue; Governing Law. The proper venue for any proceeding at law or in equity shall be
Maricopa County, Arizona and the County and Paradise Valley hereby waive any right to
object to venue. This Agreement shall be construed in accordance with and be
governed by the laws of the State of Arizona.
21. Entire Agreement. This Agreement, together with any exhibits attached hereto, any
agreements executed contemporaneously herewith entered into by the Parties,
constitutes the entire agreement between the Parties and sets forth all of the covenants,
promises, agreements, conditions and understandings between County and Paradise
Valley and there are no covenants promises, agreements, conditions or understandings,
either oral or written, between County and Paradise Valley other than as set forth herein.
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 County and Paradise Valley. County and Paradise
Valley have reviewed this Agreement and have had the opportunity to have it reviewed
by legal counsel. This Agreement does not imply authority to perform any tasks, or
accept any responsibility, not expressly stated in this Agreement. This Agreement does
not create a duty or responsibility unless the intention to do so is clearly and
unambiguously stated in this Agreement.
22. Waiver. Waiver by either Party of any breach of any term, conditions 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
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County No.G-30176
render unnecessary the obtaining of either Party’s consent to, or approval of, any
subsequent or similar act by the other, to be construed as the basis of an estoppel to
enforce the provision or provisions of this Agreement requiring such consent.
23. Severability. Wherever possible, each provision of this Agreement shall be interpreted in
such manner as to be valid under applicable law, but if any provision shall be invalid or
prohibited thereunder, such provision shall be ineffective to the extent of such prohibition
or invalidation but shall not invalidate the remainder of such provision or the remaining
provisions of this Agreement.
24. Authority to Execute. Any individual executing this Agreement on behalf of or as
representative for a governmental entity, corporation or other person, firm, partnership or
entity represents and warrants that he/she is duly authorized to execute and deliver this
Agreement on behalf of said governmental entity, corporation, person, firm, partnership
or other entity, that all approvals have been obtained and that this Agreement is binding
on said entity in accordance with its terms.
25. Headings. Sections 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.
26. Cooperation. County and Paradise Valley agree to execute and/or deliver to each other
such other instruments and documents as may be reasonably necessary to fulfill the
covenants and obligations to be performed by County and/or Paradise Valley pursuant
to this Agreement.
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IN WITNESS WHEREOF, the parties hereto agree to carry out the terms of this Agreement and
have executed this Agreement the day and year first written above.
MARICOPA COUNTY, a political subdivision TOWN OF PARADISE VALLEY,
of the State of Arizona an Arizona municipal corporation
By: ___________________________________ By: ________________________________
Denny Barney James C. Bacon, Jr.
Title: Chairman of the Board of Supervisors Title: Paradise Valley Town Manager
Attest: Attest:
______________________________________ ___________________________________
Clerk of the Board of Supervisors Date Town Clerk Date
I hereby state that I have reviewed the proposed Intergovernmental Agreement, between
Maricopa County and the Town of Paradise Valley, pursuant to A.R.S. §11-952, and declare the
Agreement to be in proper form and within the powers and authority granted to the Town of
Paradise Valley under the laws of the State of Arizona.
____________________________ ____________
Andrew M. Miller, Town Attorney Date
I hereby state that I have reviewed the proposed Intergovernmental Agreement, between
the Maricopa County and the Town of Paradise Valley, pursuant to A.R.S. § 11-952, and
declare the Agreement to be in proper form and within the powers and authority granted to
Maricopa County under the laws of the State of Arizona.
By: ___________________________ ____________
Deputy County Attorney Date
G:\Drafts\2013-11-22 COST Sharing IGA with Town of Paradise Valley (PV Edits 4 Clean)
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County No.G-30176
EXHIBIT “A”
THE PV SITE
(insert Exhibit “A” here)
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EXHIBIT “B”
THE PV FACILITY
(insert Exhibit “B” here)
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EXHIBIT “C”
Amendment No. 1 : Contract 12030-RFP P25
Radio Communications System
(see following 3 pages)
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County No.G-30176
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