MCLD AND GILA BEND IGA_TERM 5 YR_EXP_12-1-30_.PDF

INTERGOVERNMENTAL AGREEMENT
FOR THE USE OF REAL
PROPERTY BY AND BETWEEN
THE MARICOPA COUNTY LIBRARY DISTRICT
AND
TOWN OF GILA BEND

This Intergovernmental Agreement ("Agreement") is entered into by and between The MARICOPA
COUNTY LIBRARY DISTRICT, a political subdivision of the state of Arizona ("Library District") and the
TOWN OF GILA BEND, an Arizona municipal corporation ("Town"). The Library District and Town may
be referred to herein collectively as "Parties" and individually as a "Party."

RECITALS

WHEREAS, Library District and Town are authorized to enter into this Agreement pursuant to
A.RS.§§ 9-240, 11-951 and 11-952; and

WHEREAS, A.RS. § 48-3901 provides for the establishment of a library district within Maricopa
County and further provides that cities and towns within the County may elect to become a part of, or

to participate in, said library district; and

WHEREAS, the Library District and the Town have executed multiple agreements to
cooperatively provide a public library for Gila Bend and Maricopa County residents for many years, and

WHEREAS, participation in the Library District will provide benefits to the Town such as: full
public library service with all operating costs paid by the Library District, specialized library programs
and services, and potentially improved and expanded services, materials, programs, and hours of

operations; and

WHEREAS, the Parties now desire to enter into this mutually beneficial Agreement to establish
the terms and conditions under which the Parties will continue providing library services to the residents

of the Town; and
TERMS OF AGREEMENT

NOW, THEREFORE, in consideration of the promises and covenants set forth below, and
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,

the Parties hereby agree as follows:

1. Recitals. The recitals shall, by this reference, be incorporated herein and made a part of
this Agreement.

2. Purpose. The purpose: of this Agreement is to identify and define the roles,
responsibilities, liabilities, and rights of the Library District and Town for the operation of the Gila Bend
Branch Library at that certain real property owned by the Town located at 202 N. Euclid, Gila Bend,
Arizona, 85337, and depicted on Exhibit "A", which is attached hereto and made a part hereof

("Property").

3. Premises. Town hereby grants Library District the right to continue to use and occupy
approximately 2,665 square feet (SF) of that portion of the Building known as the library, also depicted
on Exhibit "A", which is attached hereto and made a part hereof ("Premises").

4. Effective and Commencement Dates. This Agreement shall be effective upon the
full execution of the Parties ("Effective Date") and shall commence on December ist, 2025
("Commencement Date").

5. Term. The term of this Agreement shall be for five (5) years beginning on the
Commencement Date and shall expire on December 1*, 2030, unless sooner terminated as
provided for in this Agreement.

1) Option to Renew. Provided this Agreement is in full force and effect and neither
Party is in default under any of the terms and/or conditions of this Agreement at
the conclusion of the initial term set forth herein, or any renewal term as
contemplated below, the Parties may, upon mutual written consent, renew this
Agreement for four (4) terms of up to five (5) years each, but not to exceed a
total of an another twenty (20) years ("Option").

2) Exercise of Option. Library District shall notify the Town of its intent to renew,
no later than the date which is at least ninety (90) days before the expiration of
this Agreement or any renewal term, as the case may be. If the Parties mutually
consent to renew this Agreement, the library District shall then draft an
amendment to the Agreement setting forth the new termination date and any
amended terms agreed to by the Parties. Upon review and approval by the
Parties’ respective staff, the Parties will then seek approval of their governing
bodies.

6. Permitted Use. The Library District shall use the Premises as a public library and shall
have access twenty-four (24) hours per day and seven (7) days per week ("Permitted Use"). The
Library District is also hereby granted a non-exclusive right to use in common with the Town, other
tenants and occupants, and other parties authorized by the Town, common areas, which include, but
are not limited to, public restrooms, parking areas, sidewalks, and other common areas and facilities as
the Town shall, from time to time, designate for common use ("Common Areas").

7. Fees for Property Use. The Library District's operation of the library and use of the
Premises and Common Areas is a mutual benefit to the Parties and the community as a whole.
Therefore, the fee for the Library District's use of the Premises and Common Areas is $0.00 per annum.

8. Utilities and Maintenance of Property. Town shall, at its sole cost and expense,
be responsible for: (1) all utilities serving the Property and Premises except telecommunications; (2)
provision of janitorial and landscape services for the Property and Premises; and (3) maintaining
Property and Premises.

1) Contribution toward Utilities Quarterly, Library District will pay Town an
amount to offset the costs related to the Premises. The amount of the quarterly

payment shall be set by mutual consent before the start of each fiscal year
during the term of the Agreement or any renewal term.

9. Personal Property. The Library District shall provide any personal property ("Library
District Personal Property") necessary for its operations, including but not limited to furniture,
computers, printers, copiers, and any other necessary equipment. The Parties agree that all Library
District Personal Property shall continue to be owned by Library District and may be removed, at their
sole discretion, at expiration or termination of this Agreement or any renewal term.

10. Town Obligations. The Town shall

1)

2)

3)

4)

5)

Cooperate with the Library District at all times in good faith in order to
facilitate the provision of library services.

Maintain the Property, Premises and Common Areas:

10.2.1 In conformance with all applicable federal, state and local statutes,
rules, laws, ordinances, regulations and codes; and

10.2.2 In good repair, to include correcting any hazardous conditions existing
as the result of any structural defect or unsoundness. The term
"structure" as used herein includes walls, roofs, floors, foundations,
stairways, exterior sidewalks and all electrical, plumbing, heating and
air-condition systems and equipment; and

10.2.3 In conformance with all applicable standards and provisions for
handicapped accessibility set forth in A.RS.§§ 9-499.02 and 34-401
through 34-439. This will include, but not be limited to, handicapped
accommodations such as restrooms, drinking fountains, pedestrian
ramps; and

10.2.4 In conformance with all Americans with Disabilities Act requirements
for public accommodations that are “readily achievable unless an
undue burden would result."

Conduct routine maintenance which shall include, at a minimum: electrical and
plumbing repairs, painting the interior walls, repairing or replacing floor
covering(s), replacement of all broken glass, and performing all repair,
replacement and/or maintenance of installed building utility system(s) and
equipment (including water heaters, furnaces, air conditioners and fire
extinguishers).

Coordinate as necessary to review and respond to any maintenance, repair, or
operational needs identified by the Library District.

Insure the Property and Premises for all perils and risk coverage.

10.6 One-time Facility improvement.

10.6.1 The Library District is authorized to reimburse the Town for the costs

associated with the following improvements to the library
facility: Interior paint, Carpet replacement, Minor electrical work (non-
structural), and Window repair or replacement as noted in 10.6.2.

10.6.2 The Town shall submit quotes or a proposal for the above improvements

10.6.3

for a cost not to exceed $200,000 unless otherwise approved in writing
by both parties. Upon approval of said quote/proposal, the Library
District shall provide a deposit payment of up to 30% of the total to
initiate the project. The Town shall submit itemized invoices to the
Library District. The Library District shall reimburse the total up to
$200,000 less any deposit previously made to the Town by the Library
District.

All work covered under this Amendment must be completed by
November 24, 2026, and all reimbursement documentation must be
submitted no later than December 24, 2026.

11. Library District Obligations

14.1.

At its sole cost and expense, pay for the operation of the Library, and the
Library's telecommunication expenses (including extension of the necessary
utility connection), with revenues from the Library District tax levied pursuant to

A.RS.
§ 48-3903.
Provide:

11.2.1. Centralized acquisitions, cataloging, processing, and graphic
arts services; and

11.2.2. Provide centralized personnel, fiscal, procurement, supply any other
necessary administrative services; and

11.2.3. Provide coordinating and consulting services; and

11.2.4. Provide access to all library programs and materials within the Library
District's system, including, but not limited to, audiovisual services and
special collections; and

11.2.5. Provide policies, procedures, and operations manuals and support
network;

11.2.6. Establish library open hours in collaboration with the Town and the

community, ensuring they reflect the needs of Gila Bend and MCLD; and

11.3. Encourage input from citizens in the selection of library materials and programs.

12. Compliance with laws. Library District agrees to comply with all federal, state, and
local statutes, laws, ordinances, rules, and regulations that relate to its use of the Premises and

Property.

13. Insurance. Library District and Town acknowledge and agree that the Parties to this
Agreement are each self-insured or otherwise possess necessary and proper insurance policies under
this Agreement. During the entire time that this Agreement is in force, each Party, at its sole cost and
expense, shall carry and maintain levels of Commercial General Liability, Automobile Liability, Worker's
Compensation insurance, Property, and Environmental/Pollution Insurance coverages that are
considered standard for the Property, Premises, and Permitted Use.

14. Indemnification. Each Party (as "indemnitor") agrees to indemnify, defend, and hold
harmless the other Party (as “indemnitee") from and against any claims, losses, liability, costs, or
expenses (including reasonable attorney's fees) (hereinafter collectively referred to as "claims") arising
out of the negligent performance of this Agreement, but only to the extent that such claims which result
in vicarious/derivative liability to the indemnitee are caused by the act, omission, negligence,
misconduct, or other fault ofthe indemnitor, its officers, officials, agents, employees, or volunteers.

15. Conflicts; Termination.

1) As prescribed by A.RS. § 38-511 as amended, either Party may cancel this
Agreement within three years after its execution and without penalty or further
obligation 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 thereof is in effect, an employee or agent of either
Party to the contract in any capacity or a consultant to any other Party to the
Agreement with respect to the subject of this Agreement. In the event either Party
elects to exercise its right under A.RS. S.§ 38-511 as amended, the Party agrees
to
give notice thereof immediately in writing to the other Party.

2) This Agreement may be terminated in whole or in part by either Party at the end
of any fiscal year due to non-appropriation of funds without any penalty or liability
to the other Party. A Party shall inform the other Party of the possibility of partial
or full non-partial appropriation of funds as soon as the Party knows and
collaborate to effect closure of the library as necessary.

3) This Agreement may also be terminated in whole by either Party for any reason,
or no reason, by written notice at least one hundred eighty (180) days before the
effective date of such termination (Early Termination").

4) Agreement may also be terminated in whole or in part by mutual written
agreement of the Parties on an agreed-upon date.

16. Default.

1)

Each of the terms in this Agreement is considered material and failure to
perform any of them shall constitute a breach of this Agreement. Either Party
shall have the right to terminate this Agreement if the other Party does not,
within thirty (30) days of receipt of a written notice thereof, cure any
terms in default. Notwithstanding the foregoing, if the nature of the breach
cannot be cured within said thirty (30) day period, the noticing Party shall not
have the right to terminate this Agreement if the other Party commences the
cure within the thirty (30) period and diligently pursues the cure to completion
thereafter. Upon the occurrence of.: any default and at any time thereafter,
either Party may, but shall not be required to, exercise any remedies now or
hereafter available to such party at law or in equity.

2) Neither Party shall be considered to be in default in the performance of
any of the obligations hereunder, other than obligations to either Party to pay
costs and expenses, if failure of performance shall be due to an
uncontrollable force. The term "uncontrollable force" shall mean any cause
beyond the control of the Party affected, including but not limited to failure of
facilities, flood, earthquake, tornado, storm, fire, lightning, Arizona State
government restriction caused by epidemic, war, riot, civil disturbance or
disobedience, labor dispute, and action or non-action by or failure to obtain
the necessary authorizations or approvals from any governmental agency or
authority or the electorate, labor or material shortage, sabotage and restraint by
court order or public authority, which by exercise of due diligence it shall be
unable to overcome. Nothing contained herein shall be construed to require
either Party to settle any strike of labor dispute in which: it may be involved.
Either Party rendered unable to fulfill an obligation by reason of an
uncontrollable force shall exercise due diligence to remove such inability with all
reasonable dispatch. If either Party claims its failure to perform was due to an
uncontrollable force, that Party shall bear the burden of proof that such activity
was within the meaning and intent of this section, if such claim is disputed by
either Party.

17. Disputes. Unless either Party elects to terminate as permitted herein, disputes arising
from this Agreement shall be subject to arbitration as may be required by A.R. S.§ 12-1518. A notice
of a dispute must be provided in writing to the other Parties, and provide a summary of the issue that
is the subject of the dispute.

1)

The Parties shall confer within thirty (30) days of receipt of a notice of dispute to
resolve the dispute and/or decide, within ten (10) days after conferring, on a
mutually acceptable arbiter. If a mutually acceptable arbiter cannot be agreed
upon within thirty (30) days after conferring, the Parties agree that each Party
shall name one (1) arbiter and those two (2) arbiters shall select a third arbiter.
Any decisions made shall be made by a majority of the panel of three arbiters.

2) If any Party decides to proceed to arbitration instead of terminating this
Agreement, arbitration shall be binding. The cost of any arbitration shall be
shared equally by the Parties.

18. Notice Addresses. All notices required to be given shall be sent:

To Library District:

Director

Maricopa County Library District
9330 E. Riggs Rd

Sun Lakes, AZ. 85248

To Town:

Town Manager Town of Gila Bend
644 W. Pima St.

Gila Bend, AZ. 85337

18.1 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 first-class, certified 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. Any Party may, by written
Notice to the others, specify a different address for notice.

18.2 Date of Notice. Any notice sent by 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 or the date refused. If sent
by first-class 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 Postal Service Express Mail or overnight courier that
guarantees next- day delivery shall be deemed given 24 hours after delivery of
the same to the Postal Service or courier.

19. Return of Premises. At the expiration of this Agreement, or early termination pursuant
to the terms set forth herein, Library District shall return the Premises to Town in a reasonable condition,
normal wear and tear excepted. The Library District may, in its discretion, abandon the improvements
made by the Library District or remove said improvements and restore the Premises to its original
condition, ordinary wear and tear excepted.

20. Property Interest. The Parties intend and mutually agree that this Agreement shall
be construed as an intergovernmental agreement for the Library District to operate within the
Premises. This Agreement shall not be construed as a lease, sublease, rental agreement or easement.
It is understood and mutually agreed that the Library District has no ownership interest whatsoever
in the Town's real property.

21. Entire Agreement. This Agreement, together with any exhibits attached hereto and
any agreements executed contemporaneously herewith, constitutes the entire agreement between the
Parties and sets forth all of the covenants, promises, agreements, conditions and understandings
among the Parties, and there are no covenants promises, agreements, conditions or understandings,
either oral or written, among the Parties 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 the Parties. The Parties have
reviewed this Agreement and have had the opportunity to have it reviewed by legal counsel.

22. Waiver. 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. Any Party's consent to, or approval of, any
subsequent or similar act shall not be deemed to render unnecessary the obtaining of that Party's
consent to, or approval of, any subsequent or similar act by another Party, 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.

24. Authority to Execute. Each Party warrants that the person signing this Agreement has
the authority to do so.

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. The Parties 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 the Parties pursuant to this Agreement.

27. Counterparts. This Agreement may be signed in any number of counterparts with the
same effect as if the signatures thereto and hereto are upon the same instrument.

28. Not Binding Until Signed. Submission of this instrument for examination shall not bind
the Parties in any manner, and no obligation on any Party shall arise until this Agreement is fully
executed by the Parties and delivered to each Party.

29. Alterations. Throughout the Term, Library District may identify and request other
alterations, improvements, and/or modifications ('Alterations") of the Premises by the Town as
Library District funds become available. If the Town is amenable to the Alterations, the Parties shall
proceed as follows:

1) The Library District shall prepare a detailed cost estimate for the Alterations.

2) Upon mutual agreement on the scope of work and cost estimate, the Library District
shall provide the Town with written authorization to proceed with the Alterations.

3) Upon receipt of an itemized invoice, Library District shall reimburse Town an amount

not to exceed the pre-approved cost estimate for the Alterations. Full payment for the
Alterations shall be made by Library District within 45 days of receipt of an invoice
approved by the Library District.

THEREMAINDER QF THIS PAGE INTENTIONALLY LEFT BLANK

IN WITNESS WHEREOF, the Parties hereto have caused these presents to be executed:

TOWN OF GILA BEND

a» Wau

Katherine Valenzuela, Town Manager
Town of Gila Bend

ATTEST: —

By:
Pat Riggs, Town Clerk

This Agreement has been reviewed by the undersigned Attorney for the Town, who has
determined that it is proper in form and is within the power and authority granted under the

Laws of the State of Arizona.

By: Nblan Qucat
Allen Quist, Town Attorney
Town of Gila Bend

MARICOPA COUNTY LIBRARY DISTRICT

By:
Chairman of the Board of Directors,
Maricopa County Library District
ATTEST:
By:

Clerk of the Board Date

APPROVED AS TO FORM:

By:

Deputy County Counsel Date

Exhibit "A"

THE PROPERTY & PREMISES
202 S. Euclid, Gila Bend, AZ

PROPOSED
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