2013-07-18 GILBERT IGA FOR COURT SPACE.DOC

WHEN RECORDED RETURN TO:
Maricopa County
Real Estate Services
301 West Jefferson, Suite 960
Phoenix, AZ 85003
INTERGOVERNMENTAL AGREEMENT
BETWEEN
MARICOPA COUNTY
AND
THE TOWN OF GILBERT
G-30161
C-xx-xx-xxx-x-xx
This Intergovernmental Agreement (Agreement) is made and entered into as of the ___ day of
___________________, 2013, by and between the TOWN OF GILBERT, ARIZONA, a
municipal corporation, (Gilbert) and MARICOPA COUNTY, a political subdivision of the State
of Arizona (County) (collectively the "Parties").
RECITALS:
1. The Parties enter into this Agreement pursuant to A.R.S. § 11-951 et seq.
2. A.R.S. § 22-101 authorizes County to create justice of the peace precincts.
3. A.R.S. § 22-402 authorizes Gilbert to create a municipal court.
4. Given the explosive growth in population in the southeast metropolitan area, County has
a need for a Highland Justice Court precinct in proximity to the town of Gilbert.
5. Gilbert and County have a positive history of sharing a portion of Gilbert’s Public Safety
Complex (defined below) located at 55 E. Civic Center Drive in Gilbert for use as the
Highland Justice Court facility. The intent of this Agreement is to provide the basis for a
renewed sharing relationship in use of the Public Safety Complex for the convenience
and benefit of the taxpayers of Gilbert and Maricopa County.
6. The Parties intend to cooperate in the renewed operation of a County court facility in the
Public Safety Complex (defined below) and in joint use of the facilities by the Parties
pursuant to this Agreement. The use will include shared use of lobby/public spaces,
secured holding areas and court rooms to accommodate mutual needs and requirements
of the Parties.
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NOW, THEREFORE, in consideration of the foregoing, Town and County agree as follows:
1. GENERAL PROVISIONS
1.1 The foregoing recitals are incorporated into this Agreement.
1.2 DEFINITIONS: In addition to the defined and capitalized terms in this
Agreement, the following terms shall have the following meanings:
(a) “Premises” means that portion of the Public Safety Complex designated
for exclusive use and shared use by County pursuant to this Agreement.
(b) “Public Safety Complex” means the real property and buildings owned by
Gilbert located at 55 E. Civic Center Drive in Gilbert.
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 Gilbert agrees to provide: a) exclusive use of a finished justice court
facility consistent with design standards established for the previous
Highland Justice Court facility; b) non-public restroom facilities, which
may be shared by other non-County court personnel; c) shared common
lobby area; and d) shared use of secure holding areas. Gilbert shall not
allow any uses at the Public Safety Complex which will disrupt the ability
of County to conduct its business. Gilbert shall be responsible for the
payment of utility services provided to the Premises. “Utility services”
shall include gas, electricity, water, sewer and trash service. Gilbert shall
maintain the structure of the Premises in good repair and shall 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 maintenance and janitorial service shall be
the responsibility of Gilbert. All other maintenance for County owned
systems shall be the responsibility of County. Gilbert shall keep the
Public Safety Complex free from trash and other rubbish.
1.3.2 County agrees that the following are to be provided solely at the cost of
the 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.
1.3.3 Court Security. Gilbert shall provide security officers and equipment to
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screen the public. County shall be responsible for paying $30,000 per year
to Gilbert for security costs. County is 100% responsible for additional
reimbursement to Gilbert for those dates when Gilbert is observing a
holiday while the County does not. These security costs are in addition to
all other costs detailed in this Agreement.
2. CONSIDERATION AND TERM
2.1 Gilbert has constructed the Premises as part of the Public Safety Complex. The
design and construction of the Public Safety Complex had previously taken into
consideration the needs of the County with respect to a justice court facility.
2.2 Gilbert and County agree to the following:
2.2.1 The Premises for County’s Highland Justice Court facility shall include
approximately 11,186 square feet of space at the Public Safety Complex
and the Premises is depicted in Attachment “A” (Premises) which is
attached hereto and made a part of this Agreement.
2.2.2 Gilbert shall provide three (3) secured parking spaces at the Public Safety
Complex in close proximity to the Premises for County’s exclusive use.
Parking requirements in excess of those in the secured area shall be in the
general public parking on the north side of the Public Safety Complex.
2.2.3 Commencing on the Effective Date (defined below), County shall pay to
Gilbert from appropriated funds a Facilities Use Fee for the term of the
Agreement based upon the use of 11,186 square feet of space in the
Premises. The Facilities Use Fee shall be as follows:
Year 1 through 3 $18,150 per month plus applicable tax
Year 4 $18,695 per month plus applicable tax
Year 5 $19,256 per month plus applicable tax
2.2.4 The Agreement shall be effective on the date the Agreement is fully
executed or January 1, 2014, whichever is later (”Effective Date”). The
Agreement shall be for a term of five (5) years.
2.2.5 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.
County will pay its share of Court Security costs through the termination
date.
2.2.6 Gilbert and County shall maintain insurance coverage as provided in
Section 3.10 of this Agreement for the Premises and their respective
personal properties.
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3. MISCELLANEOUS PROVISIONS
3.1 County shall submit this Agreement for recording by the Maricopa County
Recorder.
3.2 This Agreement may not be changed, modified or rescinded, except as provided
herein or in writing and signed by the Parties hereto, and any attempt at oral
modification shall be void.
3.3 All notices required pursuant to this Agreement shall be delivered or sent certified
mail, return receipt requested, to:
COUNTY TOWN
Maricopa County Department of Finance Town Manager
Attention: Real Estate Manager Town of Gilbert
301 W. Jefferson, Suite 960 50 E Civic Center Drive
Phoenix, Arizona 85003 Gilbert, Arizona 85296
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
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.
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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 Gilbert. County will be totally responsible for any cost of
improvements or modifications to the Premises after Gilbert’s approval. Gilbert
shall not unreasonably withhold consent to make such improvements.
Reasonably detailed plans and specifications for such improvements shall be
submitted to Gilbert prior to commencement of construction of any
improvements. All improvements which become fixtures to the Premises shall
become the property of Gilbert 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. Gilbert 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 Gilbert against fire, theft and other forms of
casualty. County acknowledges that it shall not be the obligation of Gilbert to
insure the contents of the Premises that are the property of County. Gilbert
understands and acknowledges that County is self-insured and 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 Gilbert against and from any
and all claims arising from County’s use of the Premises, except injury or
damage occasioned solely by Gilbert’s negligence, and shall further
indemnify and hold harmless Gilbert 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 Gilbert by reason of any such claim, County upon
notice from Gilbert shall defend as same at County’s expense.
3.11.2 Gilbert 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, Gilbert upon
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notice from County shall defend as same at Gilbert’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
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 Gilbert, third parties, or acts of
God.
3.12. Return of Premises: Subject to ordinary wear and tear, County will return the
Premises to Gilbert in good condition upon the termination or expiration of this
Lease Agreement. County acknowledges that the contents and fixtures within the
Premises consist of items, some of which are the property of the Gilbert, and
others which were contributed by the County. At the termination or expiration of
this Agreement, County shall return the Premises in as good and reasonable
condition as at the beginning of this Agreement, subject to ordinary and normal
wear and tear. All fixtures, whether installed by County or Gilbert, shall be the
property of Gilbert 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, Gilbert
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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 Gilbert: Gilbert reserves the right to enter the Premises in the event of
an emergency. Gilbert 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 Gilbert, 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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C-xx-xx-xxx-x-xx G-30161
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the _____ day of
_____________________, 2013.
GILBERT
______________________________ Date:_________________
John Lewis, Mayor
ATTEST:
______________________________
By: __________________________
Town Clerk
APPROVED AS TO FORM:
______________________________ Date:_________________
Town Attorney
By: ___________________________
MARICOPA COUNTY
______________________________ Date:_________________
Chairman, Board of Supervisors
ATTEST:
______________________________ Date:_________________
Clerk of the Board
APPROVED AS TO FORM:
______________________________ Date:_________________
Deputy County Attorney
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Exhibit “A”
PREMISES
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