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INTERGOVERNMENTAL AGREEMENT
BETWEEN
THE CITY OF GLENDALE
AND
THE CITY OF SEDONA
THIS INTERGOVERNMENTAL AGREEMENT (the “Agreement” or “IGA”) is
entered into this 28th day of June, 2022, pursuant to Arizona Revised Statutes (ARS) §11-
952, between the City of Glendale ("GLENDALE") acting by and through its city council
and the City of Sedona ("SEDONA"), acting by and through its city council. ARS. §42-
6001 establishes that the Arizona Department of Revenue (“DOR”) will collect and
administer municipal privilege, transaction and use taxes (""Taxes") for all Arizona cities and
towns. As part of their administration of the Taxes, DOR shall provide each city or town
access to data covering the amount of Taxes reported and the amount of Taxes distributed to
that specific city and town. The purpose of this Agreement is to provide GLENDALE the
mechanism to allow other cities and towns to cooperatively use the GLENDALE hosted and
developed GLENDALE TAX APPLICATION ("TAX APP") to access and interact with
the Statewide Tax data supplied by DOR.
RECITALS
1. GLENDALE is authorized to enter into intergovernmental agreements by Arizona
Revised Statutes § 11-951, et seq., and the disclosure of information relating to State Taxes
and Municipal Taxes is governed by A.R.S. § 42-2001, et seq., and by Model City Tax Code
§ 510.
2. SEDONA is authorized by Arizona Revised Statutes § 11-951, er seq., and the
disclosure of information relating to State Taxes and Municipal Taxes is governed by A.R.S.
§ 42-2001, et seq., and by Model City Tax Code § 510.
3. This Agreement establishes the structure whereby other cities and towns access the
TAX APP for an annual subscription fee.
THEREFORE, in consideration of the mutual agreements expressed in this
Agreement, it is agreed as follows:
I. SCOPE OF AGREEMENT
1. TAX APP provides searches, dashboards, and automated notifications for the
municipal tax data furnished by DOR.
2. SEDONA agrees GLENDALE will maintain, upgrade, and administer the TAX
APP.
3. SEDONA will work with GLENDALE to establish role-based access control
permissions for each user in the TAX APP.
4. All SEDONA users must have SEDONA access credentials in order to be granted
permissions to use the TAX APP. This requires that users have the appropriate background
checks from their organizations that meet or exceed screening requirements established by
ARS §41-4401.
5. Support services will be provided via GLENDALE?’s customer portal.
6. Outages due to scheduled or emergency network, software and/or hardware
maintenance will be broadcast to authorized users in advance.
7. Any failure to follow GLENDALF’s acceptable use policy of the TAX APP may
result in revocation of the access to the TAX APP.
8. Municipal tax data hosted by GLENDALE and presented in the TAX APP is
confidential information and may not be distributed or copied except as permitted by ARS
$42-2003. The data sources are furnished by the DOR and are considered confidential
information as defined in ARS §42-2001. GLENDALE does not control and cannot
guarantee the relevance, timeliness, or accuracy of this data and provides no warranty,
expressed or implied, as to the accuracy, reliability or completeness of furnished data, and
SEDONA releases GLENDALE from any liability related to the data. Data types include
but may not be limited to the information detailed set forth in Appendix B in the respective
intergovernmental agreement with the State of Arizona and SEDONA.
9. The TAX APP supports the security model listed below. Each jurisdiction will select
a security profile below for each user designated for TAX APP access. SEDONA
acknowledges each individual user should be assigned the least privileged access needed
depending on their job duties. SEDONA also acknowledges information obtained from
DOR, and displayed by GLENDALE, is confidential information and may only be disclosed
as authorized by ARS§ 42-2003.
Role Role Description
City Admin - Add, update, and suspend user accounts
- View city employee activity logs
- Search, view, and interact with DOR data
City User - Search, view, and interact with DOR data
10. | SEDONA City admin user will suspend employee access and notify GLENDALE
within | business day of employee termination, reassignment, or departure.
11. Compensation. SEDONA shall pay GLENDALE as defined in the Compensation
Schedule, which is attached hereto as Exhibit A. SEDONA will be billed by GLENDALE,
in advance of its access to the TAX APP. Payments shall be due thirty (30) days from the
invoice date.
Il. MISCELLANEOUS PROVISIONS
1. This Agreement shall become effective on the date of execution and shall continue in
full force and effect until it is terminated either by mutual agreement of the parties or by
either party giving the other at least ninety (90) calendar days advance written notice of
termination of the Agreement, which notice shall specify the date of termination.
2. SEDONA or GLENDALE may cancel this Agreement at any time without penalty or
further obligation. No pro-rata refund will be returned.
3. This Agreement is subject to the cancellation provisions of ARS §38-511.
4. Cancellation pursuant to either Paragraphs 2 or 3 above shall be effective when
written notice from the chief executive officer of one city/town is received by the other party
to this Agreement, unless the notice specifies a later time.
5. 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) whether
direct or indirect (hereinafter collectively referred to as "Claims") arising out of TAX APP
use, 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.
6. SEDONA acknowledges that GLENDALE is not responsible for the security
practices of SEDONA, and consequently SEDONA releases and holds harmless
GLENDALE for any liability and/or damages that emerge from a data breach that occurs as
a result of SEDONA’s security practices or was otherwise caused by or was the fault of
SEDONA.
7. SEDONA and GLENDALE both have an intergovernmental agreement with the
State of Arizona whereby each obtains taxpayer information from the State subject to the
conditions set forth in the intergovernmental agreement, including those pertaining to
confidentiality as defined in ARS §42-2001, and that confidential information may not be
disclosed except as provided by statute, ARS §42-2001(B). To the extent that information
being utilized by SEDONA and hosted by GLENDALE may have been obtained initially
from the State, each agrees to abide by the terms and conditions set forth in their respective
intergovernmental agreements with the State of Arizona.
8. All notices or demands upon any party to this Agreement shall be in writing and shall
be delivered in person or sent by mail addressed as follows:
CITY OF SEDONA
Budget and Finance Department
Attn: Tax and License Manager
102 Roadrunner Drive
SEDONA, AZ 86336
CITY OF GLENDALE
Budget and Finance Department, Tax & License Division
Attn: Tax and License Manager
5850 W. Glendale Avenue, Suite 104
Glendale, AZ 85301
9. This Agreement contains the entire understanding between the parties, and no
statements, promises or inducements made by either party, their agents or employees that are
not contained herein shall be valid or binding. This Agreement may not be altered except in
writing and signed by each party hereto.
10. The failure to exercise any right, power or privilege under this Agreement shall not
constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other or
further exercise of that or any right, power or privilege.
11. In the event that any provision, or any portion of any provision, of this Agreement is
held invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall have
no effect on the remaining portion of any provision or any other provision which can be
given effect without the invalid provision and to this end the provisions of this Agreement
shall be deemed to be severable.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first
above written.
CITY OF GLENDALE
a municipal corporation
KEVIN PHELPS, City Manager
MICHAEL BAILEY, City Attorney
JULIE BOWER, City Clerk
CITY OF SEDONA
a municipal corporation
KAREN OSBURN, City Manager
KURT CHRISTIANSON, City Attorney
JOANNE COOK, CMC, City Clerk
EXHIBIT A
Compensation Schedule
. SEDONA will be billed $1,500 on September 1 of each year. The invoice is due
thirty (30) days from the invoice date.
. SEDONA will be billed a one-time onboarding fee of $2,000 on September 1, 2022.
The invoice is due thirty (30) days from the invoice date.