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C-65-18-034-M-00
G-30157
INTERGOVERNMENTAL AGREEMENT
FOR THE USE OF REAL PROPERTY
BY AND BETWEEN
THE MARICOPA COUNTY LIBRARY DISTRICT
AND
CITY OF EL MIRAGE
Maricopa County C-65-18-034-M-00
G-30157
This Intergovernmental Agreement ("IGA" or "Agreement") is entered into by and between The
MARICOPA COUNTY LIBRARY DISTRICT, a political subdivision of the state of Arizona ("Library
District") and the CITY OF EL MIRAGE, an Arizona municipal corporation ("El Mirage"), and is
effective as of the last date executed below ("Effective Date"). The Library District and El Mirage
may be referred to herein collectively as "Parties" and individually as a "Party."
RECITALS
WHEREAS, El Mirage owns and operates certain real property identified as County
Assessor parcel numbers 501-33-013E and 501-33-013G in El Mirage, Arizona ("Property") as
depicted on Exhibit "A" attached hereto and incorporated herein by this reference; and
WHEREAS, A.RS. § 48-3901 provides for the establishment of a library district within
Maricopa County and further provides that cities within the County may elect to become a part of,
or to participate in, said library district; and
WHEREAS, El Mirage desires to continue to make library services available to its
residents; and
WHEREAS, participation by El Mirage with Library District in this project provides
expanded benefits to El Mirage and its residents, such as public library service, specialized library
programs, and other services which are not otherwise available to El Mirage residents; and
WHEREAS, Library District benefits from the Agreement by providing library services to
Maricopa County residents in the central region of Maricopa County and by the use of space
which is provided by El Mirage; and
WHEREAS, El Mirage desires to make that portion of the Property consisting of 2,614
square feet, located at 14011 N. P 1 Avenue, El Mirage Arizona, and depicted on Exhibit "B,"
attached hereto and incorporated herein by this reference (the "Premises"), available to the
Library District for use as a public library; and
WHEREAS, Library District desires to use the Premises and ancillary portions of the
Property for the El Mirage Public Library for public library purposes; and
WHEREAS, Library District and El Mirage are authorized to enter into this Agreement
pursuant to A.R.S. §9-240, §11-951 and §11-952; and
WHEREAS, the Parties desire to enter into this IGA to set forth each Party's
understandings and agreements related to the use of the Property and the Premises.
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, by this reference, shall be incorporated herein and are
made a part of this Agreement.
2.
Term. The term of this IGA shall be for five (5) years from the Effective Date
unless sooner terminated as provided for in this Agreement.
2.1
Option to Renew. Provided this Agreement is in full force and effect and
Library District is not in default under any of the terms and conditions of this IGA
at the time of notification of its desire to renew, El Mirage hereby grants Library
District three (3) options to renew this IGA for a period of five (5) years each, with
the same terms and conditions of this Agreement unless otherwise agreed to by
the Parties in writing ("Option").
2.2
Exercise of Option. If Library District elects to exercise the Option,
Library District shall provide El Mirage with written notice no later than the date
which is at least ninety (90) days prior to the expiration of this IGA.
3.
Permitted Use. El Mirage does hereby grant to Library District exclusive use of
the Premises for the purpose of providing a public library and library services for the benefit of the
public (the "Permitted Use").
3.1
Relocation or Alternate Space. El Mirage may, with the written consent
of the Library District, provide a mutually acceptable substitute premises as
needed, to provide more area for enhanced library services. Library District shall
bear the cost associated with such a move to an alternative space.
3.2
Personal Property. Library District shall provide any personal property
(the 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 the Library District and may be removed, at their sole
discretion, at termination of this Agreement.
4.
Parking. Library District employees shall have use of 3 designated parking spaces
within the gated parking lot located just south of the Premises, at no additional cost to Library
District.
5.
Fees for Property Use. The Library District's use of the Premises is a mutual
benefit to the Parties and the community as a whole therefore the fee for the use of the Premises
and ancillary portions of the Property is $0.00 per annum.
6.
Utilities and Maintenance of Property. El Mirage, at its sole cost an expense,
shall be responsible for: (1) all utilities serving the Premises and Property; (2) provision of janitorial
services to the Premises; and (3) providing all maintenance of the Premises and Property.
6.1
Reimbursement for utilities. Quarterly, the District shall pay El Mirage
an amount to offset these costs. The amount of the quarterly reimbursement shall be set
by mutual consent prior to the start of each fiscal year during the term of the Agreement.
6.2
Telecommunications. District shall be responsible for the installation and
all charges for telecommunication and wire service.
7.
Compliance with laws. Library District agrees to comply with all federal, state
and local statutes, laws, ordinances, rules, and regulations which relate to their use of the
Property.
8.
Insurance.
Library District and El Mirage acknowledge and agree that the
Parties to this Agreement are each self-insured. 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 and
Permitted Use.
9.
Indemnification. 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 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 of the indemnitor, its officers, officials,
agents, employees, or volunteers.
10.
Conflicts; Termination.
10.1
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.R.S. § 38-511 as amended, the Party agrees to
give notice thereof immediately in writing to the other Party.
10.2
This IGA may be terminated by any Party at the end of any fiscal year due
to non-appropriation of funds without any penalty or liability to the other Party.
10.3
This IGA may also be terminated by any Party for any reason by written
notice at least one hundred eighty (180) days prior to the effective date of such
termination ("Early Termination").
11.
Default.
11 .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.
11 .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, 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 so as 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.
12.
Disputes.
Disputes arising from this Agreement shall be subject to arbitration
as may be required by A.RS.§ 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.
12.1
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.
12.2
If any Party decides to proceed to arbitration in lieu of terminating this
Agreement, arbitration shall be binding. The cost of any arbitration shall be shared
equally by the Parties.
13.
Notice Addresses. All notices herein required to be given in writing shall be sent:
To Library District:
Maricopa County Library District
Administration Office
Attention: Director
2700 N Central Avenue, Suite 700
Phoenix, Arizona 85004
With a copy to:
Maricopa County Real Estate Department
Attn: Director
2801 W. Durango Street
Phoenix, Arizona 85009
To El Mirage:
City of El Mirage
10000 N. El Mirage Road
El Mirage, Arizona 85335
13.1
Notice Requirements. All notices required or permitted by this IGA or
applicable law shall be in writing and may be delivered in person (by hand or by
courier) or may be sent by 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.
13.2
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. 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.
Return of Premises. At the expiration of this IGA or early termination pursuant to
the terms set forth herein, Library District shall return the Premises to El Mirage in a reasonable
condition, normal wear and tear excepted.
15.
Agreement as License.
The Parties intend and mutually agree that this
Agreement shall be construed as a mere license for Library District to operate within the Property.
This Agreement shall not be construed as a lease, sublease, rental agreement or easement. It is
understood and mutually agreed that Library District has no ownership interest whatsoever in the
Property.
16.
No Assignment.
Library District shall not assign any of the rights received
pursuant to the terms of this IGA without the prior written consent of El Mirage.
17.
No Partnership or Joint Venture. Nothing contained in this IGA shall create any
partnership, joint venture or other arrangement among the Parties. Except as expressly provided
herein, no term or provision of this IGA 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.
18.
Venue; Governing Law. The proper venue for any proceeding at law or in equity
or under the provisions for dispute resolution/arbitration shall be Maricopa County. This IGA shall
be construed in accordance with and be governed by the laws of the State of Arizona.
19.
Entire Agreement. This IGA, 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
IGA 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 IGA. This IGA
cannot be modified or changed except by a written instrument executed by the Parties. The
Parties have reviewed this IGA and have had the opportunity to have it reviewed by legal counsel.
20.
Waiver.
Waiver 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. 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 IGA
requiring such consent.
21 .
Severability. Wherever possible, each prov1s1on 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.
22.
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.
23.
Cooperation. The Parties agree to cooperate in the execution of and/or delivery
to each other of 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 IGA.
24.
Counterparts. This IGA may be signed in any number of counterparts with the
same effect as if the signatures thereto and hereto are upon the same instrument.
25.
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 IGA is fully
executed by the Parties and delivered to each Party.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF the parties hereto have caused these presents to be executed:
CITY of EL MIRAGE
MARICOPA COUNTY LIBRARY DISTRICT
By: --------------
Ch airman of the Board of Directors,
Maricopa County Library District
ATTEST:
~~
City Clerk
Date ~
JUN271018
erkoftheBoard
Date
This Agreement has been re\ ie'v\ed by the undersigned Attorney for the City and the District
'v\hO have determined that it is proper in form and is \vithin the pO\\er and authority granted
under the laws of the State of Arizona.
APPRo/ED AS
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APPROVED AS TO FORM:
Deputy County Counsel
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Exhibit "B"
THE PREMISES
Exhibit "A"
THE PROPERTY
Exhibit "B"
THE PREMISES