MHM AIRCONDITIONING IGA (00538604XC14DE).PDF

INTERGOVERNMENTAL AGREEMENT 
FOR THE PURCHASE OF AIR CONDITIONING UNITS 
FOR THE MESA HISTORICAL MUSEUM 
BY AND BETWEEN 
MARICOPA COUNTY 
AND 
CITY OF MESA 
Maricopa County C-
This Intergovernmental Agreement ("IGA" or "Agreement") is entered into by and between 
MARICOPA COUNTY, a political subdivision of the state of Arizona ("County") and CITY OF 
MESA, a political subdivision of the state of Arizona ("Mesa"). The County and Mesa may be 
referred to herein collectively as "Parties" and individually as a "Party." 
RECITALS 
WHEREAS, A.RS. §11-951, et seq. authorizes public agencies to enter into 
Intergovernmental Agreements for the provision of services or for joint or cooperative action; and 
WHEREAS, the Mesa Historical Museum ("Museum"), owned and operated by the Mesa 
Historical Society ("MHS"), is in need of six new air conditioning units for the roof of the Museum 
to replace the existing units which have reached the end of their useful life expectancy. 
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 Museum is in need of the air conditioning units and no longer meets the 
needs of Mesa residents and the surrounding community; and 
WHEREAS, the total estimated cost of six new air conditioning units is $50,000; and 
WHEREAS, Mesa has a services agreement with MHS through which Mesa provides in-
kind contribution of maintenance to be performed at the museum of up to $10,000. Mesa has 
agreed to amend its services agreement to add the installation of the six new air conditioning 
units; and 
WHEREAS, Maricopa County desires to use CSF to cover the cost of the new air 
conditioning units, as defined below, in accordance with the specifications of Maricopa County 
Policy A 1125; and 
WHEREAS, each Party has determined that purchase and replacement of the air 
conditioning units for the Museum as provided in this Agreement will serve the public good; and 
{00529351.1}

WHEREAS, the Parties desire to enter into this Agreement to set forth each Party's 
understandings, agreements, and responsibilities related to the funding, purchase, and 
installation of the air conditioning units. 
NOW, THEREFORE, in consideration of the promises and covenants set forth herein, and 
other good and valuable consideration, the receipt and sufficiency of which is hereby 
acknowledged, the Parties hereby agree as follows. 
TERMS OF AGREEMENT 
1. 
County shall: 
1.1. 
Use CSF funds to pay for up to six new air conditioning units in an amount not to 
exceed $50,000. 
1.2. 
Coordinate with Mesa to transfer the CSF funds to Mesa in a manner and at a time 
mutually acceptable to the Parties. 
2. 
Mesa shall: 
2.1. 
Use the CSF funds received from the County to purchase up to six new air conditioning 
units. 
2.2. 
Perform the installation of up to six new air conditioning units at the Museum by 
December 2, 2024. 
2.3. 
Establish and maintain a budget, including for the CSF received from the County, for 
the purchase and installation of the air conditioning units. 
2.4. 
Reimburse Maricopa County its full contribution of CSF funds in the event the air 
conditioning units are not purchased or the installation of the air conditioning units is 
not completed by December 2, 2024. 
2.5. 
Provide quarterly updates to Maricopa County on the status of the installation and 
expenditure of funds until the completion of the installation. 
GENERAL TERMS AND CONDITIONS 
3. 
The Recitals, by this reference, shall be incorporated herein and are made a part of this 
Agreement. 
4. 
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 attorneys' fees) (hereinafter collectively referred to as 
"claims") arising out of bodily injury of any person (including death) or property damage, 
but only to the extent that such claims which result in vicarious/derivative liability to the 
indemnitee are caused by the willful misconduct or gross negligence of the indemnitor, its 
officers, officials, agents, employees, or volunteers. 
{00529351.1}

5. 
This Agreement shall become effective as of the date it is fully executed and shall expire 
90 days following the completion of the installation. 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. 
6. 
This Agreement may only be amended or modified by written agreement signed by both 
Parties. 
7. 
This Agreement is subject to the provisions of A.R.S. § 38-511. 
8. 
The Parties warrant that they are in compliance with A.R.S. § 41-4401 and further 
acknowledge that: 
8.1 
Any contractor or subcontractor who is contracted by a Party to perform work on 
the Museum shall warrant their compliance with all federal immigration laws and 
regulations that relate to their employees and their compliance with A.RS. §23-
214(A) and shall keep a record of the verification for the duration of the employee's 
employment or at least three (3) years, whichever is longer. 
8.2 
Any breach of the warranty shall be deemed a material breach of the Agreement 
that is subject to penalties up to and including termination of the Agreement. 
8.3 
The Parties retain the legal right to inspect the papers of any contractor or 
subcontractor employee who works on the Museum to ensure that the contractor 
or subcontractor is complying with the warranty above and that the contractor 
agrees to make all papers and employment records of such employee available 
during normal working hours in order to facilitate such an inspection. 
8.4 
Nothing in this Agreement shall make any contractor or subcontractor an agent or 
employee of the Parties to this Agreement. 
9. 
The Parties warrant that neither they nor any contractor or vendor under contract to 
provide goods or services toward the accomplishment of the objectives of this Agreement 
is suspended or debarred by any federal agency which has provided funding that will be 
used on the Museum as described in the Agreement. 
10. 
County and Mesa 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 insurance coverages that are 
considered standard for the installation of the air conditioning units and related work. 
11. 
Any non-performance shall be a default ("Default") under this Agreement. The non-
defaulting Party may seek appropriate remedy for Default if the event causing the Default 
continues for a period of thirty (30) days after the defaulting Party receives written notice 
of such failure without the Default having been cured; provided however 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, no recourse shall be available to the non-
{00529351 .1}

defaulting Party. The total aggregate cure period shall not exceed ninety (90) days unless 
the non-defaulting Party agrees in writing that additional time is reasonably necessary 
under all of the circumstances to cure such Default. In the event of a Default that is not 
cured as provided for herein, the non-defaulting Party, at its option, may exercise any 
remedies now or hereafter available to it at law or in equity, including the right to terminate 
this Agreement. 
12. 
All notices herein required under this Agreement shall be given in writing and sent to: 
County: 
Mesa: 
Maricopa County 
Attn: Jen Pokorski 
301 W. Jefferson St. 
Phoenix, AZ. 85003 
City of Mesa 
Attn: Candace Cannistraro 
20 E. Main Street, '11h Floor 
Mesa, AZ 85201 
All notices required or permitted by this Agreement shall be in writing and may be delivered 
in person (by hand or by 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 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. 
13. 
The proper venue for any proceeding at law or in equity relating to 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. 
14. 
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. 
{00529351.1}

15. 
Waiver of any breach of any term, condition 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, nor 
be construed as the basis of estoppal to enforce the provision or provisions of this 
Agreement requiring such consent. 
16. 
Wherever possible, each provision 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. 
17. 
Each Party warrants that the person signing this Agreement has the authority to do so. 
18. 
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. 
19. 
The Parties agree to execute and/or deliver to each other 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 Agreement. 
20. 
The Assistant County Manager for Maricopa County and/or Director of Parks and 
Recreation for Maricopa County and Deputy City Manager for the City of Mesa shall 
administer this Agreement. 
21. 
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 one and the same instrument. 
Electronic signatures shall have the same force and effect as original signatures. 
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK 
{00529351 .1}

IN WITNESS WHEREOF the Parties have fully executed this Agreement as of the dates written 
below. 
MARICOPA COUNTY: 
Jack Sellers 
Date 
Chair, Board of Supervisors 
ATIEST: 
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 
{00529351.1}

CITY OF MESA 
C!aiiM~ 
.& ~_) 1 /t, /J ~ 
Candace Cannistraro 
Date 
Deputy City Manager 
APPROVAL OF CITY ATTORNEY FOR MESA: 
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. 
Date 
{00529351.1}