GLENDALECOUNTYIGA22NOV2024_AWSV2(FINAL VERSION).PDF

INTERGOVERNMENTAL AGREEMENT BETWEEN MARICOPA COUNTY AND 
CITY OF GLENDALE FOR THE TRANSFER OF REAL PROPERTY (APN 142-60-003Q) 
AND ESCROW INSTRUCTIONS 
 
(C-78XXXXX) 
 
This Intergovernmental Agreement and Escrow Instructions (“Agreement”) is between County of 
Maricopa, a political subdivision of the State of Arizona (“County”), and City of Glendale, a municipal 
corporation (“City”). County and City are collectively referred to as the Parties or individually as a Party. 
 
 
RECITALS 
 
WHEREAS, A.R.S. §11-251 authorizes County to purchase real property for public purposes and A.R.S. 
§11-952 authorizes public agencies to enter into intergovernmental agreements; 
 
WHEREAS, on December 26, 2008, the Maricopa County Board of Supervisors approved an 
intergovernmental agreement (the “2008 IGA”) between County and the cities of El Mirage, Glendale, and 
Peoria (the “Project Partners”) for improvements to Northern Parkway from State Route 303 to U.S. 60 
(the “Northern Parkway Project”); 
 
WHEREAS, City purchased Property, defined below, located on the south side of Northern Avenue and 
west of New River Channel, commonly known as Assessor’s Parcel Number APN 142-60-003Q, to be used 
as right-of-way for the Northern Parkway Project using local funds; 
 
WHEREAS, City now desires to transfer the Property to County and County now desires to accept the 
transfer of the Property for one or more public purpose, including, but not limited to, providing the needed 
right-of-way for the Northern Parkway Project and providing a County-operated animal shelter. 
 
NOW THEREFORE, for the good and valuable consideration set forth herein, the receipt and sufficiency 
of which is hereby acknowledged, the Parties hereby agree to the following: 
 
TERM AND CONDITIONS 
 
ARTICLE I 
TRANSFER OF PROPERTY 
 
1.1 
The Property. City purchased the Property, which is legally described and depicted on Exhibits A 
and A-1, respectively (the “Property”), in 2007 for use as right-of-way for the Northern Parkway Project. 
The Property is bounded on the east by New River Channel, which is owned by the Flood Control District 
of Maricopa County (“FCD”), and on the west by Assessor’s Parcel Number 142-60-009A (the “MGSC 
Parcel”), which is owned by MG SPORTS COMPLEX, LLC (“MGSC”). County is party to a purchase 
and sale agreement with MGSC and intends to purchase the northern portion of the MCSC Parcel. The land 
County intends to purchase is described and depicted on Exhibits B-1 and B-2, respectively (the “County 
Parcel”).

1.2 
Transfer Costs. The cost associated with the transfer of the Property is Two Million One Hundred-
Fifty Thousand Two Hundred Fifty-Three Dollars ($2,150,253) (“Transfer Costs”) and shall be paid by 
County to City on or before the Close of Escrow as defined below.  
 
1.3 
Escrow. 
 
1.3.1. Escrow Agent. The escrow agent (“Escrow Agent”) for this Agreement is: 
 
Company: 
Security Title Agency, Inc 
Address: 
4722 N. 24th St. Ste. 200, Phoenix AZ  85016 
Agent:  
Jason Bryant 
Phone:  
(602) 230-6297 
Fax: 
 
(602) 926-0452 
e-mail:  
jbryant@securitytitle.com 
 
 
1.3.2. Escrow Instructions. This Agreement also constitutes escrow instructions to Escrow 
Agent.  
 
1.3.3. Escrow Opening Date. The “Escrow Opening Date” shall be the date that a fully 
executed and/or conformed original or copy or counterpart original(s) or copy/ies of this 
Agreement are delivered to the Escrow Agent. County shall deposit Two Hundred 
Thousand Dollars ($200,000) (“Earnest Money Deposit”) into the escrow account 
withing ten (10) days of the Escrow Opening Date. 
 
1.3.4. Close of Escrow Date. Close of Escrow shall occur no later than thirty (30) days after the 
expiration of the Inspection Period, which date shall be referred to as the “Close of 
Escrow”. County shall establish the date for Close of Escrow with at least seven (7) days’ 
prior written notice to City and Escrow Agent. The Director of Real Estate of Maricopa 
County may, in its sole discretion, determine Close of Escrow as provided in this Section 
1.3.4. Notwithstanding the foregoing, provided that all conditions have been satisfied, the 
Close of Escrow shall occur no later than thirty (30) days after the expiration of the 
Inspection Period. All real property taxes and assessments, income and expense pro-
rations, if any, shall be as of the last day of the month of the Close of Escrow. At the Close 
of Escrow, both the title to, and possession of, the Property shall be transferred from City 
to County.  
 
1.3.5. Title Insurance; Close of Escrow Costs and Prorations. 
 
a) Escrow Agent shall issue, or cause to be issued, a standard coverage owner’s policy of 
title insurance in the amount of the Transfer Costs and naming County as the insured. City 
agrees that the cost of the standard coverage owner’s title policy, and the cost to remove 
any liens, including but not limited to liens resulting from any delinquent real property 
taxes and assessments due (if any) on the Property, shall be deducted from City’s 
proceeds, and/or City’s funds, at Close of Escrow. City is responsible for all real 
property taxes that have accrued on the Property through Close of Escrow. County is 
exempt from the payment of real property taxes by operation of law. City shall pay 
transfer taxes (if any) recording fees, and all other fees and costs incurred to repay any 
liens or other expenses. County and City each agree to pay one-half (1/2) of the escrow 
fee except as previously stated herein. Each Party agrees to pay its own attorney fees.

b) All of the above-referenced costs that are the responsibility of County shall be paid 
into escrow on or before the Close of Escrow in addition to the Transfer Costs. Any 
monetary encumbrances existing against the Property at the Close of Escrow, and all 
costs that are the responsibility of City shall be paid from City’s proceeds, and/or City’s 
funds, prior to, or at Close of Escrow as required by Escrow Agent and prior to any 
distributions to City. City shall deliver fully executed releases in form able to be 
recorded and in form acceptable to the Escrow Agent such that they may be removed 
as exceptions to title for any and all costs and encumbrances that are not to be paid by 
the Escrow Agent from City’s proceeds at Close of Escrow. 
 
1.3.7. Close of Escrow Documents. On or before the Close of Escrow, City shall deliver to 
Escrow Agent: 
 
a) A special warranty deed, duly executed and acknowledged on behalf of City, 
conveying the Property to County, the form of which is attached hereto and made a 
part hereof as Exhibit C. 
 
b) Such other documents as shall be reasonably required by County and/or Escrow Agent 
as a condition to insuring title to the Property and as required to effectuate the Close 
of Escrow. 
 
 
1.4 
Title Commitment. 
 
1.4.1. Preliminary Title Report. Within ten (10) business days of the Escrow Opening Date, 
Escrow Agent shall provide to County and City, at City’s expense, a Commitment for Title 
Insurance for the Property (the “Title Report”) together with legible copies of all 
documents specifically described in Schedule B II thereof, for County’s review. Further, 
in the event that any updates, supplements or amendments to the Title Report are 
subsequently prepared, copies of such documents shall be timely delivered by Escrow 
Agent to both County and City. 
 
1.4.2. Title Objections; No Obligation to Act.  
 
a) 
Except with respect to any title exception intentionally and voluntarily created by City 
after the issuance of the Title Report, nothing herein shall be deemed to impose on City 
any obligation to bring any action or proceeding, or to expend any unreasonable sum 
or effort in order to fulfill any condition, nor shall County otherwise have any right or 
action against City in respect thereof. Notwithstanding anything to the contrary in this 
Agreement, and without the need to make any formal written title objections, County 
objects to: (i) all deeds of trust and/or mortgages; (ii) all assignments of leases, licenses, 
rents and UCC-1 financing statements; (iii) all judgment liens, mechanic’s liens, 
notices of lis pendens, tax liens, attachments, and any other matters evidencing 
monetary encumbrances (other than liens for non-delinquent property taxes); (iv) any 
options or rights of purchase; and (v) notices of lease, possession, or occupancy rights 
to all or part of the Property (collectively, “Non-approved Exceptions”).  
 
b) 
At County's option, but not as a condition precedent to County’s obligation to close 
escrow, County may procure an extended coverage title insurance policy, if available, 
in which event County shall pay the amount of increased premium  (including for any 
endorsements requested by County) and the cost of any survey necessary to obtain

extended coverage title insurance issued through the Escrow Agent in the form in use 
on the date of issue, insuring County in the amount of the Transfer Costs of the 
Property. 
 
1.4.3 
Title Clearing. Within ten (10) business days of the Escrow Opening Date, Escrow Agent 
shall contact City and all other necessary entities to obtain lien release, consent to sale, and/or 
consent to assignment requirements from all existing mortgages, liens, judgments, contracts, 
lessees, lessors, etc. as well as begin any and all document preparation for title clearing. City, 
at City’s sole cost and expense, will fully pay and discharge, and/or ensure release of, any 
Non-approved Exceptions on or before the Close of Escrow. 
 
1.5 
Investigations; Right of Entry. 
 
1.5.1. County’s Investigations; Right of Entry. 
 
a) 
Inspection Period; County’s Investigations. Commencing on the Effective Date of this 
Agreement, and ending at 5 p.m. (Phoenix, Arizona time) on the sixtieth (60th) day 
following the Escrow Opening Date (“Inspection Period”), County, and its agents or 
assigns, shall have the right to enter the Property, at County’s cost and expense, for the 
purposes of completing such tests, studies, investigations, surveys, appraisals, and physical 
inspections of the Property that County deems necessary or appropriate, including but not 
limited to a Phase I environmental site assessment, and if necessary, a Phase II 
environmental site assessment (individually and collectively, “County Investigations”), 
as County deems necessary to assure County that the Property is suitable for County’s 
intended purposes and that no hazardous wastes or  substances are located on or under the 
Property. County shall not conduct, permit or allow any intrusive testing to occur (i.e., 
drilling or boring into the Property) without first obtaining City’s prior written consent, 
which shall not be unreasonably withheld, conditioned, or delayed. If City shall refuse such 
consent, County may terminate this Agreement. City, for security purposes, shall have the 
right to have its agents present during any and all of County Investigations. All of County 
Investigations shall be arranged at mutually convenient times. Any entry by County onto 
the Property, as well as any inspections, investigations, studies, and tests of the Property in 
connection with County Investigations, shall be subject to, and conducted in accordance 
with, all applicable laws. If County is unable to access the Property during the Inspection 
Period, County shall have the right to extend the Inspection Period one day for each day 
County was unable to access the Property.  
 
b) 
Within ten (10) business days of the Escrow Opening Date, City shall deliver to County 
electronic copies of any (i) surveys and site plans that pertain to the Property; (ii) tax notices 
and correspondence; (iii) zoning reports and/or letters; (iv) existing soil reports; (v) 
correspondence and/or reports from regulatory agencies; and (vi) similar records relating 
to the Property, or the development thereof, that are in the possession of, or are readily 
available to, City or its agents (collectively, the “Due Diligence Documents”), if any.  
 
c) 
Within the first fifteen (15) days of the Inspection Period, City shall also deliver to County 
copies of all leases or licenses affecting the Property if any, and all other contracts or 
agreements relating to the Property, along with estoppel certificates certifying that any 
leases are in effect and in good standing.  
 
d) 
County’s Termination Right. If County Investigations are not acceptable to County, in 
County’s sole discretion, County may deliver written notice terminating this Agreement to

City and Escrow Agent on or before the end of the Inspection Period, in which event this 
Agreement and the related escrow will be deemed immediately cancelled, and County shall 
be refunded the Earnest Money Deposit. County shall pay the customary escrow 
cancellation charges, and neither County nor City will have further rights or obligations 
regarding this Agreement or the Property except for any obligations which expressly 
survive the termination of this Agreement. City has no obligation to cure or remove any 
matter found as a result of County Investigations pursuant to this Agreement. If County 
timely exercises its right to terminate this Agreement, County shall, within ten (10) 
business days after such termination, deliver to City, without charge, and without any 
representation or warranty as to their use or accuracy, the surveys, inspections, boring, 
percolation, geologic, environmental and soil tests, and other non-confidential studies of 
the Property performed by or on behalf of County, if any, during the Inspection Period. 
 
1.5.2. Insurance. City acknowledges and agrees that County is self-insured. County shall deliver 
proof of self-insurance to City prior to conducting any of County Investigations. 
 
1.5.3. Damages. County shall be solely responsible for any damage County causes to the 
Property prior to the Close of Escrow. If any mechanic’s or materialman’s liens or claim 
of lien or any other lien, claim, judgment or other encumbrance at any time shall be filed 
against the Property or any part thereof or against City’s interest therein as a result of any 
labor performed or materials or services furnished or claimed to have been performed or 
furnished to or on behalf of County, County shall, promptly after receipt of notice of the 
filing thereof, cause the same to be released and discharged of record, by payment, bond 
or otherwise, all of which shall be at County’s sole cost and expense. The foregoing shall 
survive the Close of Escrow or the termination of this Agreement.  
 
1.5.4. Claims Arising Out of Entry. To the extent not prohibited by law, County, and its agents or 
assigns, shall indemnify, defend, and hold harmless City, as indemnitee, from and against any 
and all any and all claims losses, liability, costs, or expenses (including reasonable attorney’s 
fees) (hereinafter collectively referred to as Claims) arising out of County’s, and/or its officers, 
officials, agents, employees, contractors, vendors, customers, or visitors, entry on to the 
Property, but only to the extent that such Claims are caused by the act, omission, negligence, 
misconduct, or other fault of County and/or its officers, officials, agents, employees, 
contractors, vendors, customers, or visitors.  
 
1.6 
Risk of Loss. Except as otherwise provided in this Agreement, all risk of loss related to ownership 
and possession of the Property, including liability to third persons, shall be the responsibility of City until 
the title and possession of the Property passes to County at Close of Escrow. If any loss of, damage to, or 
taking of the Property occurs prior to Close of Escrow (other than loss or damage caused by County) that 
renders the Property unusable or ill-suited (as determined by County in its sole, but reasonable, discretion) 
for County’s intended use, County, at County’s sole option and by written notice to City and Escrow Agent, 
will be entitled to cancel this Agreement and the related escrow. Upon County’s cancellation of this 
Agreement under the preceding sentence, County’s Earnest Money Deposit shall be returned to County, 
County and City shall each pay one-half of the customary escrow cancellation charges, and neither City nor 
County will have any further obligation or responsibility to the other to perform under this Agreement, 
except as otherwise provided in this Agreement. 
 
1.7 
Environmental Liability. To the best of City’s knowledge, except as may have been disclosed to 
County, including without limitation in the reports, no hazardous substances or wastes or petroleum 
products have been located on the Property, and City has received no notice of any violations of any local,

state or federal statutes or laws governing the generation, treatment, storage, disposal or clean-up of 
hazardous substances related to this Property. 
 
1.8 
Assignability. Neither City nor County may assign any of its rights or obligations under this 
Agreement without the other Party’s advance written consent. This Agreement shall be binding upon City 
and County and their respective successors and assigns. 
 
1.9 
Breach of Agreement; Damages.  
 
1.9.1 
In the event of: (i) the breach or non-performance of this Agreement by City; or (ii) a 
default in the performance of any of its obligations hereunder by City, then County, in its 
sole discretion, and, unless a remedy is already provided in this Agreement, as its sole and 
exclusive remedy, may cancel this Agreement and the Escrow by giving written notice to 
City and the Escrow Agent. If County exercises its right to cancel this Agreement, Escrow 
Agent shall refund the Earnest Money Deposit to County. Return of Escrow will be 
County's sole and exclusive remedy in the event of default or non-performance by City.  
County hereby waives and releases any right to (and hereby covenants that County shall 
not) sue City for: (a) specific performance; or (b) damages under this Agreement. 
 
1.9.2 
In the event of: (i) the breach or non-performance of this Agreement by County; or (ii) 
County fails to close this transaction, other than due to the default of City, and if County 
fails to cure the breach or failure within thirty (30) business days after receipt of written 
notice from City specifying the default, City’s sole and exclusive remedy shall be to 
terminate this Agreement and Escrow by giving written notice to County and Escrow 
Agent. County shall be liable for all customary escrow cancellation charges and 50% of 
the Earnest Money Deposit shall be forfeited to City. Such payment of the Escrow 
cancellation charges and Earnest Money Deposit shall be City’s sole and exclusive remedy 
in the event of default by County. City hereby waives and releases any right to, and hereby 
covenants that City shall not, sue County for: (a) specific performance; or (b) damages.  
 
 
1.10 
AS IS, WHERE IS. At Close of Escrow, the Property will be conveyed to County by City in a 
strict “as is, where is” condition. City has made no representations or warranties regarding the condition of 
the Property other than as set forth in this Agreement and County does not and may not rely upon any 
representation or warranty that is not set forth in writing in this Agreement or in the Special Warranty Deed. 
 
1.11 
SELLER’S REPRESENTATIONS. 
 
1.11.1 City owns the Property in fee simple and has full power and authority to execute this 
Agreement and to consummate the transaction contemplated herein. 
 
1.11.2 City represents that, to City’s knowledge, there is no pending or threatened condemnation 
proceeding affecting any part of the Property, and City has not received any notice of any 
such proceeding and has no knowledge that any such proceeding is contemplated. 
 
1.11.3 Other than as set forth in the Title Report, to City’s knowledge, there are no parties in 
possession of the Property, and no other party has been granted any license, lease, or other 
right relating to the use or possession of the Property. 
 
1.11.4 City has not granted any rights of first refusal or options to purchase the Property to any 
other third party.

1.11.5 From and after the Effective Date of this Agreement, City shall not at any time prior to 
Close of Escrow, grant any additional interest in the Property to any party, or voluntarily 
encumber the Property.  
 
1.11.6 From and after the Effective Date of this Agreement, City shall continue to maintain the 
Property through Close of Escrow in the same condition the Property exists at the time of 
full execution of this Agreement, general wear and tear excepted. 
 
1.11.7 All representations and warranties of City contained in this Agreement are true on and as 
of the Escrow Opening Date and will be true on and as of the Close of Escrow. 
 
If County learns of any actual or alleged material inaccuracy in City’s representations or 
warranties after the date hereof and prior to the Close of Escrow, County shall promptly 
notify City thereof. If City learns of any actual or alleged material inaccuracy in such 
representations or warranties, City shall promptly notify County thereof. City shall have 
the right, but not the obligation, at City’s cost and expense, to cure such inaccuracy. City 
shall advise County of the election to cure within ten (10) days of the notice required. 
Failing such cure by City, County’s exclusive remedy in such event shall be to elect, on or 
before the earlier of the scheduled Close of Escrow or the date that is five (5) business days 
after City providing City notice of its election, to either: (i) waive such breach and proceed 
to consummate the transaction contemplated by this Agreement without reduction in the 
Transfer Costs; or (ii) terminate this Agreement, whereupon Escrow Agent shall return the 
Earnest Money Deposit to Buyer and neither Party will have any further rights or 
obligations regarding this Agreement or the Property except for any obligations which are 
to expressly survive the termination of this Agreement. City’s representations and 
warranties as contained herein shall survive the Close of Escrow for a period of six (6) 
months, but not thereafter, it being the intention of the Parties that any suit or action for 
breach or for indemnity against liabilities resulting from any such breach must be brought 
no later than six (6) months after the Close of Escrow or they shall be forever barred. City 
shall have no liability whatsoever to County with respect to a breach of any of the 
representations and warranties contained in this Section if County proceeds to the Close of 
Escrow without exercising the right of termination set forth above.  
 
 
ARTICLE II 
DEDICATION OF RIGHT-OF-WAY 
 
2.1 
Northern Parkway Project. As provided in the 2008 IGA among County and the Project Partners, 
County is the lead agency for the Northern Parkway Project and is responsible for the design, right-of way 
acquisition and construction of the project, including field engineering and inspection work. 
 
2.2 
Dedication of Right-of-Way. After title to the Property has been transferred to County, County 
agrees to transfer the right-of-way needed for the Northern Parkway Project as depicted in Road File No. 
A721, recorded in the official records of Maricopa County as instrument number 2022-0804526. Any 
additional right-of-way needed for the Northern Parkway Project as shown in the 95% plan set will be 
established as a County highway/right-of-way pursuant to A.R.S. §28-6701. Upon completion of the 
relevant segment of the Northern Parkway Project, County will transfer the right-of-way within the 
Property, along with all of the right-of-way within the relevant segment, to the appropriate Project Partner. 
No further right-of-way will be dedicated subsequent to the initial transfer to the appropriate Project Partner.

ARTICLE III 
DEVELOPMENT OF THE PROPERTY 
 
3.1 
Development of the Property. County intends to develop the Property, along with the County 
Parcel, as a Maricopa County public building(s) or otherwise use such Property for a public purpose. The 
current plan is to develop an Animal Care and Control shelter (the “Shelter Project”). Pursuant to authority 
as set forth in A.R.S. § 34-461, the development of the Property shall be pursuant to the Maricopa County 
building code and shall not require permitting, authorization or inspection from City. 
 
3.1.1 
Utilities. Notwithstanding Section 3.1, County agrees to permit municipal, public and 
private utility connections through City (“Utility Permitting”). The Parties agree that the 
scope of Utility Permitting will be limited to the utilities in the right-of-way and 
connections to City’s utilities. County agrees to pay customary fees associated with Utility 
Permitting. 
 
3.1.2 
Fire Inspections and Access. County is party to Letter of Appointment between County 
and State Fire Marshal (“State Letter”) in which State Fire Marshal delegated its authority 
to review permit and inspect fire systems to County. Notwithstanding the State Letter, 
County agrees to work with the City of Glendale Fire Marshal to resolve any potential 
conflicts between the adopted State Fire Code and the adopted City of Glendale Fire Code 
and Amendments in favor of the City of Glendale Code and Amendments, so long as it 
does not conflict with the adopted State Fire Code. County also agrees to allow City of 
Glendale Fire and Development Services Departments to jointly inspect, with County, fire 
system and fire access related to construction of the Shelter Project and to pay all customary 
fees associated with said inspections. 
 
3.1.3 
Fees. County agrees to pay Development Impact Fees according to the fee schedule in 
place as of the Effective Date for an Institutional type of development.  
 
3.1.4 
Construction Plans. County agrees to provide a courtesy set of construction plans to the 
City for use in joint inspections and Development Impact Fee calculations. 
 
3.1.5 
Building Aesthetic and Landscaping. County agrees that building aesthetics and site 
landscaping will be comparable to the County’s East Shelter located at 1920 South Lewis, 
Mesa, AZ 85210. 
 
 
3.2 
City Services; Cooperation. City agrees to provide the Shelter Project with sewer, water, fire 
and police services. Any utility extensions required to serve the development will be the responsibility of 
the County. 
 
 
 
 
ARTICLE IV 
GENERAL PROVISIONS 
 
4.1 
Effective Date. This Agreement shall become effective as of the date it is approved by the Maricopa 
County Board of Supervisors and remain in full force and effect until all stipulations previously indicated 
have been satisfied except that it may be amended upon written Agreement by all Parties.  Any Party may

terminate this Agreement upon furnishing the other Party with a written notice at least thirty (30) days prior 
to the effective termination date. 
 
4.2 
Conflict of Interest; Recitals. This Agreement shall be subject to the provisions of A.R.S. Section 
38-511. The Recitals by this reference are hereby incorporated into this Agreement.  
 
4.3 
Default. Each of the following shall constitute a material breach of this Agreement and an event of 
default (“Default”) hereunder: A Party’s failure to observe or perform any of the material covenants, 
conditions or provisions of this Agreement to be observed or performed by that Party (“Defaulting Party”), 
where such failure shall continue for a period of thirty (30) days after the Defaulting Party receives written 
notice of such failure from the non-defaulting Party provided, however, that such failure shall not be a 
Default if the Defaulting Party has commenced to cure the Default within such thirty (30) day period and 
thereafter is diligently pursuing such cure to completion, but the total aggregate cure period shall not exceed 
ninety (90) days unless the Parties agree in writing that additional time is reasonably necessary under such 
circumstances to cure such default. In the event a Defaulting Party fails to perform any of its material 
obligations under this Agreement and is in Default pursuant to this Section, the non-defaulting Party, at its 
option, may terminate this Agreement. Further, upon the occurrence of any Default and at any time 
thereafter, the non-defaulting Party may, but shall not be required to, exercise any remedies now or hereafter 
available to it at law or in equity. 
 
4.4 
Notices. All notices required under this agreement to be given in writing shall be sent to: 
 
County: 
Maricopa County Real Estate Department  
Attn: Director 
2801 W. Durango Street 
Phoenix, Arizona 85009 
 
City:City of Glendale 
5850 West Glendale Avenue 
Glendale, Arizona 85301 
Attention: Kevin Phelps, City Manager 
kphelps@glendaleaz.com 
 
with a copy to:  
City of Glendale 
5850 W. Glendale Avenue 
Glendale, Arizona 85301 
Attention: Michael Bailey 
mbailey@glendaleaz.com 
 
 
 
All notices required or permitted by this Agreement or applicable law shall be in writing and may be 
delivered in person (by hand or courier) or may be sent by regular or 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 paragraph. Either Party may by written notice to the other specify a different address for 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. If sent by certified mail and 
refused or sent by regular mail, the notice shall be deemed given 72 hours after the notice is addressed as 
required in this paragraph and mailed with postage prepaid. 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 notice to the Postal Service or courier. 
 
4.5 
Waiver. The waiver by any Party of any right granted to it under this Agreement is not a waiver of 
any other right granted under this Agreement, nor may any waiver be deemed to be a waiver of a subsequent 
right obtained by reason of the continuation of any matter previously waived. 
 
4.6 
Severability. Wherever possible, each provision of this Agreement shall be interpreted in such a 
manner as to be valid under applicable law, but if any provision shall be invalid or prohibited under the law, 
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. 
 
4.7 
Partnership. Nothing contained in this Agreement shall create any partnership, joint venture or 
other agreement between the Parties hereto. Except as expressly provided in this Agreement, no term or 
provision of this Agreement is intended or shall be for the benefit of any person or entity not a party to this 
Agreement, and no such other person or entity shall have any right or cause of action under this Agreement. 
 
4.8 
Time. Time is of the essence concerning this Agreement. Unless otherwise specified in this 
Agreement, the term “day” as used in this Agreement means calendar day. If the date for performance of 
any obligation under this Agreement or the last day of any time period provided in this Agreement falls on 
a Saturday, Sunday or legal holiday, then the date for performance or time period shall expire at the close 
of business on the first day thereafter which is not a Saturday, Sunday or legal holiday. 
 
4.9 
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. 
 
4.10 
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall 
be deemed an original but all of which together shall constitute the same instrument.  Electronic signatures 
shall have the same force and effect as original signatures. 
 
4.11 
Administration of Agreement. The Assistant County Manager for Maricopa County and/or the 
Director of the Real Estate Department for Maricopa County shall administer this Agreement on behalf of 
Buyer, including executing documents to advance administration of this Agreement. 
 
4.12 
Venue. Governing Law. This Agreement shall be deemed to be made under, construed in 
accordance with, as well as governed, interpreted and regulated by, the laws of the State of Arizona. Suit 
to enforce any provision of this Agreement, or to obtain any remedy with respect hereto, may be brought 
in the Superior Court of the State of Arizona, Maricopa County.  
 
4.13 
Ambiguity. This Agreement was drafted by Buyer with the assistance of attorneys. Neither Party 
nor their attorneys have rendered legal or other advice to the other Party regarding the sale of the Property 
or the specific terms of this Agreement. The Parties are aware of their right to obtain independent 
professional and/or legal assistance with this Agreement and, upon signing of the Agreement, the Parties 
represent that they have taken all steps deemed necessary (including but not limited to, seeking the advice 
of professionals and/or attorneys) to assist them with this transaction. Consequently, any ambiguity in this 
Agreement shall not be construed against either Party. 
 
4.14 
Amendment. This Agreement may only be amended by a written instrument executed by Buyer 
and Seller expressly stating their intention to amend this Agreement.

{The remainder of this page is left intentionally blank} 
Signature pages follow

IN WITNESS WHEREOF, the Parties have executed this Agreement. 
 
 
MARICOPA COUNTY 
 
 
 
 
 
_________________________  
____________ 
Chairman 
 
 
 
Date 
Board of Supervisors 
 
 
 
 
Attest by: 
 
 
_________________________  
____________ 
Clerk of the Board 
 
 
Date 
 
 
 
 
 
APPROVAL OF DEPUTY COUNTY ATTORNEY  
 
I hereby state that I have reviewed the proposed Intergovernmental Agreement and declare the Agreement 
to be in proper form and within the powers and authority granted to the Maricopa County by its governing 
body under the laws of the State of Arizona. 
 
 
_________________________  
____________ 
Deputy County Attorney 
 
Date

IN WITNESS WHEREOF, CITY OF GLENDALE, an Arizona municipal corporation, has caused this 
Intergovernmental Agreement to be executed by its duly authorized representative, this ____day of ____    
_________________, 2024. 
_____________________________________ 
Kevin R. Phelps 
City Manager 
 
ATTEST: 
_____________________________ 
Julie K. Bower, City Clerk (Seal) 
 
APPROVED AS TO FORM: 
______________________________ 
Michael D. Bailey, City Attorney 
 
APPROVAL OF CITY ATTORNEY 
 
I hereby state that I have reviewed the proposed Intergovernmental Agreement and declare the Agreement 
to be in proper form and within the powers and authority granted to the City of Glendale by its  governing 
body under the laws of the State of Arizona. 
 
_________________________  
_____________ 
City Attorney  
 
 
Date

Exempt Pursuant to A.R.S.§11-1134 (A)(3) 
STATE OF ARIZONA ) 
) ss. 
County of Maricopa ) 
This instrument was acknowledged before me this_____ day of __________, 2024 by 
Kevin R. Phelps, City Manager for the City of Glendale, who acknowledged that he executed this 
instrument for the purposes therein contained. 
 
______________________________________ 
Notary Public 
My commission expires

SPECIAL WARRANTY DEED

When recorded, mail to: 
 
 
 
 
 
City Clerk, City of Glendale 
5850 West Glendale Avenue 
Glendale, Arizona 85301 
 
 
SPECIAL WARRANTY DEED 
 
________________________________
 
______________________________________________ 
 
 
For Ten Dollars and other valuable consideration, We, CITY OF GLENDALE, an Arizona municipal 
corporation (“Grantor”), do hereby convey to MARICOPA COUNTY, a political subdivision of the 
State of Arizona (“Grantee”), all right, title and interest to and in that certain parcel of Real Property 
situated in Maricopa County and described as follows: 
 
See Attached Description, “Exhibit A” 
 
Subject to current taxes and other assessments, reservations in patents and all easements, rights of way, 
encumbrances, liens, covenants, conditions, restrictions, obligations and liabilities as may appear of 
record, the Grantor warrants the title against actions of Grantor only, subject to the matters above set 
forth. 
 
 
 
 
(Signatures on following page)

Dated this _____day of _______________, 2024. 
 
 
 
 
 
 
 
 
 
 
 
 
_____________________________________ 
 
Kevin R. Phelps 
    
 
 
City Manager 
ATTEST: 
 
_____________________________ 
Julie K. Bower, City Clerk       (Seal) 
 
 
APPROVED AS TO FORM: 
 
______________________________ 
Michael D. Bailey, City Attorney 
 
 
 
 
Exempt Pursuant to A.R.S.§11-1134 (A)(3) 
 
STATE OF ARIZONA    
) 
            )  ss. 
County of Maricopa   
) 
 
This instrument was acknowledged before me this_____ day of __________, 2024 by 
Kevin R. Phelps, City Manager for the City of Glendale, who acknowledged that he executed this 
instrument for the purposes therein contained. 
 
 
 
 
 
______________________________________ 
   
 
Notary Public 
My commission expires: 
 
 
 
SWC Northern Avenue & New River 
Ord ___________

EXHIBIT “A” 
THE PROPERTY

EXHIBIT “B-1 & B-2” 
COUNTY PARCEL