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RESOLUTION NO. R23-80
A RESOLUTION OF THE COUNCIL OF THE CITY OF
GLENDALE (CITY), MARICOPA COUNTY, ARIZONA,
AUTHORIZING AND DIRECTING THE ENTERING INTO OF
AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE
WATER INFRASTRUCTURE FINANCE AUTHORITY OF
ARIZONA (WIFA), AND CITY OF GLENDALE FOR
DISBURSEMENT OF GRANT FUND.
WHEREAS, the Legislature directed the Authority to distribute monies appropriated by
Laws 2022, 1st Regular Session, Chapter 313 (Senate Bill 1720), Section 96, and
WHEREAS, the Parties are authorized under A.R.S. § 11-952 to enter into this Agreement,
and
WHEREAS, Laws 2022, 1st Regular Session, Chapter 313 (Senate Bill 1720), Section 96
appropriated funding from the State general fund for irrigation systems and xeriscaping in
Glendale (the “Project”).
NOW THEREFORE, the Recitals set forth above are incorporated into this Agreement and
in consideration of the mutual promises and covenants below, the Authority and the City agree as
follows:
ARTICLE I – Terms and Conditions
1.1.
Award. After this Agreement is executed, the Authority shall issue warrants to the City
totaling $810,000 (the “Award”). The Award shall be distributed in installments on a
quarterly basis within thirty (30) days of the Authority’s receipt of the appropriated funds,
unless otherwise approved by the Authority in writing. The Authority may disburse the
Award by check, electronic means, or other transfer medium. An authorized officer of the
Authority shall approve disbursements directly to the City and shall provide the City with
a copy of the approval and the date approved.
1.2.
Acceptance, Purpose, and Use of Award. The City hereby accepts the Award under the
terms and conditions of this Agreement. The City shall complete the Project in accordance
with Laws 2022, 1st Regular Session, Chapter 313 (Senate Bill 1720), Section 96. The City
agrees to undertake and complete the Project in a timely manner, and to receive and expend
the Award in accordance with this Agreement. The City agrees to utilize the Award only
for the purpose of implementing the Project.
1.3.
Term of Agreement. The Agreement’s Effective Date is the date of signature of the last
signatory hereto. This Agreement remains in effect until all reporting requirements
described in this Agreement have been received by the Authority (the “Term”).
1.4.
Compliance with Applicable Laws. The City shall perform all activities under this
Agreement in accordance with all applicable (whether present or future) laws, ordinances,
rules, regulations, requirements and orders of any governmental or administrative authority
having or claiming jurisdiction over the City’s activities. The Parties further agree to
cooperate in all ways reasonable and necessary to comply with the applicable statutes,
including amending this Agreement as needed in the future and making any refunds or
payments that might be required to bring the Parties into full compliance with applicable
law.
1.5.
Fund Availability. Any action by the Parties under this Agreement requiring the
expenditure of funds is conditioned upon the availability of funds appropriated and
allocated for the payment of such obligation. If funds are not appropriated, allocated and
available or if the appropriation is changed by the legislature resulting in funds no longer
being available for the continuance of this Agreement, this Agreement may be terminated
by the Parties at the end of the period for which funds are available. No liability shall accrue
to the Parties in the event this provision is exercised, and the Parties shall not be obligated
or liable for any future payments or for any damages as a result of termination under this
paragraph.
1.6.
Breach. The Parties agree that all conditions set forth herein are material to this Agreement
and a breach of any condition is a material breach of this Agreement. The City’s use of the
Award proceeds for any purpose other than as authorized under the provisions of this
Agreement is a material breach of this Agreement.
1.7.
Good Faith. The Parties will attempt in good faith to resolve all disputes, disagreements,
or claims relating to this Agreement.
1.8.
Repayment. The City agrees to repay the Award in whole or in part if the City fails to use
the Award for any purpose other than as authorized under the provisions of this Agreement.
The Authority shall transfer any funds received under this section to the State of Arizona
within thirty (30) days of receipt.
ARTICLE II – Records & Reports
2.1.
Records. Audits and Inspections. The City shall maintain satisfactory financial accounts,
books, records, documents, and other evidence sufficient to properly reflect the amount,
receipt, and expenditure of the Award. The Authority shall have the right of access to
records of the City to conduct audits or other inspections. Upon request, the Authority’s
authorized representatives shall be provided with access and shall have the right to examine
all documents, financial records, facilities, and activities related to the City’s performance
of this Agreement and to the receipt and expenditure of the Award. The City agrees to
rectify issues identified in audits within the Authority prescribed time periods. Failure to
comply with the request for audit or inspection, or a lack of documentation and records, is
cause for termination of this Agreement or withholding of future disbursements.
2.2.
Retention. Pursuant to A.R.S. § 35-214 and 35-215, The City shall retain all records
relating to this Agreement for a period of five years from the date of final payment to the
City or as required by applicable law, whichever is longer.
2.3.
Reporting Requirements. The City shall be responsible for providing various reports of all
activities related to this Agreement both as identified in the Agreement and as requested
by the Authority. The City shall also provide to the Authority any additional written
information requested by the Authority in a timely manner and within reasonable deadlines
as shall be set by the Authority. All financial reports required under this Agreement shall
be prepared in accordance with generally accepted accounting standards, and shall be in
form and substance satisfactory to the Authority. If there is any amount of the Award
remaining after the Project is completed, the City shall report the remaining balance to the
Authority. Failure to provide reports required under this Agreement as required is cause
for termination of this Agreement or withholding of future disbursements.
2.4.
Quarterly Reports. The City shall report to the Authority on its expenditure of the Award
and the status of the Project within thirty (30) days of the end of each fiscal quarter
following the date of this Agreement until the City expends the entire Award or completes
the Project, whichever is first. Quarterly Reports shall contain: (1) the amount of Award
funds expended; (2) the status of the Project; and (3) any additional information deemed
necessary by the Authority.
2.5.
Final Report. Audit. The City shall submit written report (the "Final Report") to the
Authority: (1) certifying that the Project was completed in accordance with Laws 2022, 1st
Regular Session, Chapter 313 (Senate Bill 1720), Section 96; and (2) containing any
additional information deemed necessary by the Authority. The Final Report shall be
submitted to the Authority within thirty (30) days of one of the following occurrences: (1)
The Award funds have been expended; (2) The Project has been completed; or (3) The
Agreement has otherwise been terminated.
ARTICLE III – Miscellaneous
3.1.
The terms and conditions of this Agreement shall remain in full force and effect until
completion of the Project and all related deposits and reports are made. Any provisions for
maintenance shall be perpetual, unless assumed by another competent entity.
3.2.
This Agreement may be cancelled at any time up to thirty (30) days before the appropriated
funds are issued, so long as the cancelling Party provides at least thirty (30) days prior
written notice to the other Party. It is understood and agreed that, in the event the City
terminates this Agreement, the Authority shall in no way be obligated to complete or
maintain the Project.
3.3.
The City shall protect, defend, indemnify, and hold harmless the Authority and its board
and committees, the State of Arizona, its elected and appointed officials, its agents,
commissions, officers, directors, employees, volunteers and affiliates and each of them
from any and all claims, demands, causes of action, damages, costs, expenses, attorney’s
fees, consultant’s fees, expert fees, losses or liability, in law or in equity, of every kind and
nature whatsoever arising out of or in connection with this Agreement, the City’s
performance hereunder, the City’s or its subcontractor’s negligence including active or
passive, or strict liability including but not limited to bodily injury, emotional injury,
sickness or disease, or death to persons and/or damage to property of anyone, including
loss of use thereof, caused or alleged to be caused by any act or omission of the City, or
any subcontractor, or anyone directly or indirectly employed by any of them or anyone for
the full period of time allowed by the law, regardless of any limitation of coverage by
insurance, with the exception of the sole negligence or willful misconduct of the Authority.
The provisions of this section shall survive the expiration or termination of this Agreement.
3.4.
The City shall comply with the provisions of State Executive Order 2009-9. In performing
this Agreement, the City shall not, and shall ensure that any and all contractors,
subcontractors, employees, agents, volunteers, officers, officials, directors, volunteers, and
affiliates, also shall not discriminate, harass, or allow harassment against any person on the
basis of sex, race, color, ancestry, religious cred, national origin, physical disability, mental
disability, medical condition, age, marital status, or any other basis prohibited under law.
The City shall include the nondiscrimination and compliance provisions of this clause in
all subcontracts to perform work under this Agreement.
3.5.
The City shall comply with A.R.S. § 41-4401 and further acknowledges that any contractor
or subcontractor who is contracted by the City to perform work related to this Agreement
shall warrant its compliance with all federal immigration laws and regulations that relate
to its employees and its compliance with A.R.S. § 23-214(A). Any breach of this warranty
shall be deemed a material breach of this Agreement that is subject to penalties up to and
including termination of this Agreement. The Authority retains the legal right to inspect
the employment records of any employee of any contractor or subcontractor who performs
work related to this Agreement to ensure that the contractor or subcontractor is complying
with the warranty in this paragraph and that the contractor agrees to make all employment
records of said employee available during normal working hours to facilitate such an
inspection.
3.6.
The substantive laws of Arizona shall govern the interpretation, validity, performance and
enforcement of this Agreement.
3.7.
This Agreement may be cancelled in accordance with A.R.S. § 38-511.
3.8.
Each provision of law and any terms required by law to be in this Agreement are a part of
this Agreement as if fully stated in it.
3.9.
If any provision of this Agreement or the application thereof is held invalid, that invalidity
shall not affect other provisions or applications of this Agreement which can be given effect
without the invalid provision or application, and to this end the provisions of this
Agreement are severable.
3.10. In the event of any controversy, which may arise out of this Agreement, the Parties agree
to abide by arbitration as is set forth for public works contracts if required by A.R.S. § 12-
1518.
3.11. All notices required or permitted under this agreement, including reports from the City, or
other communications hereunder shall be sufficiently given and shall be deemed given
when hand delivered, mailed by registered or certified mail, or emailed to the City or the
Authority at the following addresses:
WIFA Project Manager
Laurie Gehlsen, Grants Coordinator
Water Infrastructure Finance Authority of Arizona
100 N 7th Ave, Suite 130
Phoenix, AZ 85007
Direct: (480) 647-4462
LGehlsen@azwifa.gov
City Project Manager
Javier F Gurrola, PE
City of Glendale – Transportation
Glendale, AZ 85301
Direct: (623) 930-2925
JGurrola@glendaleaz.com
Either Party may designate any further or different addresses to which subsequent notices
or other communications shall be sent, by notice in writing given to the other Party.
3.12. In accordance with A.R.S. § 11-952(D), attached and incorporated in this Agreement is the
written determination of each Party’s legal counsel that the Parties are authorized under the
laws of this State to enter into this Agreement and that the Agreement is in proper form.
ARTICLE IV - Signatures
The City hereby accepts the Award according to the above terms and conditions. The undersigned
certifies that they have authority to enter into and sign a binding Agreement with the Authority on
the City’s behalf.
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF GLENDALE as follows:
SECTION 1. That it is deemed in the best interest of the City of Glendale and the citizens
thereof that the Intergovernmental Agreement between The Water Infrastructure Finance
Authority of Arizona, and the City of Glendale for acceptance of the grant fund totaling $810,000,
be entered into, which agreement is now on file in the office of the City Clerk of the City of
Glendale.
SECTION 2. That the City Manager or designee and the City Clerk be authorized and
directed to execute and deliver any and all documents necessary to effectuate said Agreement on
behalf of the City of Glendale.
PASSED, ADOPTED AND APPROVED by the Mayor and Council of the City of
Glendale, Maricopa County, Arizona, this 10th day of October, 2023.
Mayor Jerry P. Weiers
ATTEST:
Julie K. Bower, City Clerk (SEAL)
APPROVED AS TO FORM:
Michael D. Bailey, City Attorney
REVIEWED BY:
Kevin R. Phelps, City Manager