IGA RE TOWN OF GUADALUPE CSF FUNDS.PDF
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INTERGOVERNMENTAL AGREEMENT BY AND BETWEEN MARICOPA COUNTY AND TOWN OF GUADALUPE Agreement Number: Agreement Amount: $452,200 Agreement Start Date: November 20, 2024 Agreement Termination Date: December 31, 2025 This Intergovernmental Agreement (“IGA” or “Agreement”) is entered into by and between MARICOPA COUNTY, a political subdivision of the state of Arizona (“County”) and TOWN OF GUADALUPE, a political subdivision of the state of Arizona (“Guadalupe”). The County and Guadalupe may be referred to herein collectively as “Parties” and individually as “Party.” RECITALS WHEREAS, A.R.S. § 11-951, et seq. authorizes public agencies to enter into IGAs for the provision of services or for joint or cooperative action; and WHEREAS, Guadalupe proposes to reconstruction of the Guadalupe Town Hall parking lot depicted on Exhibit A, attached hereto and incorporated herein by this reference (“Proposal”); and WHEREAS, pursuant to Maricopa County Policy A1125, Community Solutions Funding (CSF), each member of the Board of Supervisors will receive an equal share of General Fund contingency appropriated for CSF to conduct activities within their district; and WHEREAS, CSF is primarily intended to cover the cost of initiatives that carry the potential of advancing Maricopa County’s Strategic Goals and provide a clear public benefit for Maricopa County residents; and WHEREAS, the purpose of this Agreement is for a portion of CSF to be used by Guadalupe to reconstruction of the Guadalupe Town Hall parking lot that is critical not only in the support of the essential operations the Town but also accommodates a number of community activities. The improvements will include speedhumps, space stripes and 6 standard ADA handicap stalls. These improvements will benefit the Town residents through advancement in Regional Services Maricopa County Strategic Goal; and WHEREAS, each Party has determined that renovations and improvements to the Guadalupe Town Hall parking lot will serve the public good; and WHEREAS, the Parties desire to enter into this Agreement to set forth each Party’s understandings, agreements and responsibilities related to the Proposal as described herein. AGREEMENT TERMS NOW, THEREFORE, in consideration of the following mutual covenants and other good and valuable consideration, the sufficiency and adequacy of which is hereby acknowledged, the Parties agree as follows: 1. The Recitals, by this reference, shall be incorporated herein and are made a part of this Agreement. 2. The County agrees to authorize the CSF Proposal request for Guadalupe to renovate the Guadalupe Town Hall parking lot in the amount of $452,200.00 to benefit the Town, as depicted on Exhibit A. 3. Guadalupe agrees to use the CSF authorization for renovations to the Guadalupe Town Hall parking lot in the amount of $452,200.00 to benefit the Town, as depicted on Exhibit A. 4. Guadalupe agrees that all expenditures shall comply with applicable County policies, including the Community Solutions Funding policy A1125, and with the Guadalupe Procurement Code, State Procurement Code, or County Procurement Code, as applicable, and to report back to the County in writing on the status of the renovations within one month of execution of this Agreement through implementation plans or schedule of activities for the project. Guadalupe shall provide monthly status updates and submit by the 10th calendar day of each month until project completion. 5. This Agreement is effective on the date of the last signature of a Party (“Effective Date”) and terminates on December 31, 2025 (“Term”). 6. The Parties may renew this Agreement as many times as desirable, but each extension may not exceed the duration of the Term. 7. Either Party may terminate this Agreement at any time without cause by giving thirty (30) days’ written notice to the person(s) identified in Paragraph 17 of this Agreement. 8. Pursuant to A.R.S. § 38-511, either Party may cancel this Agreement without penalty or obligation, if any person significantly involved in the initiating, negotiating, securing, drafting, or creating this Agreement on behalf of the terminating Party is at any time while the Agreement or any extension thereof is in effect, an employee of the other Party to the Agreement in any capacity with respect to the subject matter of this Agreement. 9. Nothing in this Agreement may be modified or waived except by written amendment, duly executed by authorized signers for the Parties. The Parties may renew or amend this Agreement upon the mutual written Agreement signed by authorized signers for the Parties. 10. This Agreement shall not be assigned, in whole or in part, without the prior written consent of the Parties, and any assignment in contravention of this provision shall be null and void. 11. To the fullest extent permitted under Arizona law, each Party and its Agents (as “Indemnitor”) agrees to indemnify, defend, and hold harmless the other Party and its Agents (as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, costs, or expenses (including, but not limited to, court costs, attorneys’ fees, and claim processing) (collectively, “Claims”) arising from the negligent or willful acts or omissions of Indemnitor. This indemnity includes any claim or amount arising out of or recovered under the Workers’ Compensation law. It is the specific intention of the Parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by the Indemnitor against all Claims. Nothing in this Agreement shall be construed as consent to any suit or waiver of any defense in a suit brought against the County in any state or federal court arising from the negligent or willful acts or omissions of the Parties. 12. Nothing in this Agreement shall be construed to create any partnership, joint venture, or employment relationship between the Parties or create any employer-employee relationship between a Party and the employees of the other Party. Neither Party will be liable for any debts, accounts, obligations, or other liabilities whatsoever of the other. 13. The Parties agree to comply with all applicable state and federal laws, rules, regulations, and executive orders governing equal employment opportunity, immigration, and nondiscrimination. 14. To the extent applicable under A.R.S. § 41-4401, the Parties warrant compliance, on behalf of themselves and all subcontractors, with all federal immigration laws and regulations relating to their employees, and compliance with the E-Verify requirements under A.R.S. § 23- 214(A). Any Party’s breach of the abovementioned warranty shall be deemed a material breach of this Agreement and the nonbreaching Party may terminate this Agreement. The Parties retain the legal right to inspect the papers of any other Party to ensure that the Party is complying with the abovementioned warranty under this Agreement. 15. In the event a dispute under this Agreement arises between the Parties, the Parties will follow this process: The Parties will meet and confer about the issue. The Parties will make their best efforts to reach a resolution at this meeting. Pursuant to A.R.S. § 12-1518, the Parties agree that if they are unable to reach a resolution after meeting and conferring, they shall seek resolution through mediation or arbitration. The Parties shall select a mutually acceptable third- party as mediator or arbitrator. Each Party shall bear its own mediation or arbitration fees, attorneys’ fees, and costs. 16. The Parties agree to secure and maintain sufficient insurance coverage for all risks that may arise out of the terms, obligations, operations, and actions as set forth in this Agreement, including, but not limited to, public entity insurance. The acquisition of insurance or the maintenance and operation of a self-insurance program may fulfill the insurance requirement. 17. All notices herein required under this Agreement shall be given in writing and sent to: County: Maricopa County Human Services Department Jamie Macfarlane Assistant Director - Housing and Community Development 234 N. Central, 3rd Floor Phoenix Arizona 85004 jamie.macfarlane@maricopa.gov Guadalupe: Town of Guadalupe c/o Town Manager 9241 S. Avenida Del Yaqui, Tempe Arizona 85283 All notices required or permitted by this Agreement shall be in writing and may be delivered in person (by hand or 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. 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 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 the 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. 18. This Agreement is on a cost reimbursement basis. The County shall reimburse Guadalupe on a net 0 payments standard. Guadalupe shall submit to the County a Request for Reimbursement of all expenditures within the Agreement term. Projects or items procured must be completed or received by December 31, 2025. 19. Final Reimbursement Upon Agreement Termination - Guadalupe shall submit the final reimbursement request no later than 10 calendar days after the termination date of the Agreement. 20. Guadalupe shall submit invoices for project activities to hsdfinance@maricopa.gov 21. The proper venue for any proceeding arising from this Agreement shall be Maricopa County, Arizona. This Agreement shall be construed in accordance with and be governed by the laws of the State of Arizona. 22. 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 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. [SIGNATURES ON FOLLOWING PAGES] IN WITNESS WHEREOF, the undersigned executing this Agreement on behalf of each Party represent and warrant that he/she is duly authorized to execute and deliver this Agreement on behalf of each Party and that this Agreement is binding on said Party in accordance with its terms. MARICOPA COUNTY By: __________________________________________________ Jack Sellers Date Maricopa County Board of Supervisors ATTEST: __________________________________________________ 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 under the laws of the State of Arizona. __________________________________________________ Deputy County Attorney Date TOWN OF GUADALUPE By: __________________________________________________ Mayor Date ATTEST: __________________________________________________ Town Clerk Date APPROVAL OF ATTORNEY FOR GUADALUPE: 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 under the laws of the State of Arizona. __________________________________________________ Town Attorney Date EXHIBIT A