IGA WITH CITY OF AVONDALE FOR ESTRELLA MTN REG PARK.PDF
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INTERGOVERNMENTAL AGREEMENT
BETWEEN
MARICOPA COUNTY
AND
THE CITY OF AVONDALE
C-____________________
FOR SHARED RECREATIONAL OPPORTUNITIES, PROGRAMS, MARKETING, AND
EVENTS AT ESTRELLA MOUNTAIN REGIONAL PARK
This Intergovernmental Agreement (“Agreement”) is made and entered into between Maricopa
County, Arizona, a political subdivision of the State of Arizona (“County”), and the City of
Avondale, Arizona, a Municipal Corporation (“City”); the County and the City are collectively
referred to herein as the Parties or individually as Party.
WITNESSETH
WHEREAS, the County and the City are authorized to enter into this Agreement pursuant
to A.R.S. §§ 11-951 through 11-954 as amended; and
WHEREAS, the County, through its Parks and Recreation Department (“MCPRD”)
provides recreational opportunities and programs to the public; and
WHEREAS, the City provides recreational, opportunities and programs to the public; and
WHEREAS, the County through a series of land patents with the Bureau of Land
Management (02-66-0070 dated December 30, 1965; 02-72-0037 dated December 9, 1971; 02-
76-0037 dated July 28, 1976); Warranty Deeds; and State Land Patents (6352,6353 and 6354
dated February 27, 1976) became entitled to use of the lands described as a recreational park
and related facilities and currently known as Estrella Mountain Regional Park (“EMRP”), a map of
which is attached hereto as Exhibit A and made a part hereof; and
WHEREAS, EMRP is a cost of recovery operation, all programs and events must provide
reasonable economic returns to sustain park operations; and
WHEREAS, the City annexed a portion of the property within EMRP by Ordinance 441
dated July 25, 2987, Ordinance 448 dated April 27, 1989 and Ordinance 481 dated July 18, 1990;
and
WHEREAS, the City desires to perform certain opportunities to include, but not limited to,
recreational programs, educational programs, events, and the marketing thereof, as described in
a Statement of Work (“SOW”), attached hereto as Exhibit B and made a part hereof, to be
presented from time to time and subject to the terms and conditions hereinafter set forth; and
WHEREAS, the County and City desire to perform certain joint recreational programs,
educational programs, events and the marketing thereof, as described in a SOW, to be presented
from time to time and subject to the terms and conditions hereinafter set forth.
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NOW, THEREFORE, in consideration of the foregoing recitals, the promises and covenants set
forth below, and other good and valuable consideration, receipt, and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:
1. RECITALS
The Recitals herein, by this reference, are hereby incorporated into this Agreement.
2. PURPOSE OF AGREEMENT
The purpose of this Agreement is
A. To develop a relationship between the Parties to work in harmony to reflect the mutual
interest in supporting and promoting healthy outdoor lifestyles within EMRP.
B. To jointly plan, coordinate, implement, and market certain opportunities, events,
recreational programs, and education programs (“Activities”), mutually beneficial to the
County and the City through the use of the SOW(s).
C. To work together when appropriate to develop marketing campaigns that promote the
SOW, features, events, and programs offered at EMRP. This may be done through, but
not limited to, advertising, branding, events, campaigns, photo libraries, sponsorships,
social media, and other forms of marketing, promotions, and communications.
3. SCOPE OF WORK
This Agreement will enable the Parties to conduct Activities as described in each SOW,
including but not limited to marketing/promotions that will benefit the public and the community
in support of the MCPRD’s mission of “providing recreational and educational opportunities
while protecting park resources for residents and visitors so they can enjoy a safe and
meaningful outdoor experience.”
A. Activities will be conducted at EMRP only upon the City’s submission of the SOW and the
subsequent approval by the MCPRD’s Director and the City’s Director of Parks and
Recreation, or their delegees.
B. Each SOW will be negotiated for fees (i.e., participant costs, gross revenue, authorized
deductions) and will follow a cost of recovery model to determine the appropriate funds
paid to MCPRD, by the City and/or the general public.
C. The City recognizes potential impacts and conflicts between its Activities and those offered
by the County and its Concessionaires within the boundaries of EMRP. All consideration
of program impacts, revenue projections and existing County Concessionaire contractual
obligations within the boundaries of EMRP will be detailed and addressed in each SOW.
D. Joint Responsibilities.
i.
Plan and develop, on a yearly basis, a platform for collaboration and cooperation of
the Activities through the completion of an annual SOW.
ii.
For joint programs both Parties will develop a written SOW. Once the SOW is
approved by both Parties, the schedule can be determined at the MCPRD level in
writing or e-mail prior to implementation.
iii.
Plan and develop a SOW operations plan for each joint program.
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iv.
Agree upon costs and cost of recovery for each SOW. Each Party suggests a fee
schedule for participants of the program. Approval of the fee schedule is dependent
upon each Party’s policies or procedures and the budget.
v.
Agree upon details of each Party’s portion or participation in the Activity as described
in the SOW.
vi.
Responsible for the providing of sufficient staff members for their portion of the
Activity for which they are responsible.
vii.
Each Party will coordinate with the other for emergency preparedness and coverage,
and as may be required, i.e. Maricopa County Sheriff’s Department, City of Avondale
Fire Department during an emergency.
E. City Responsibilities.
i.
Complete the SOW for proposed Activities and work with County staff on the SOW
operation plan.
ii.
Coordinate with the EMRP Park Supervisor and staff prior to the Activity as to off-
limit areas, reservations, etc.
iii.
Responsible for costs associated with the operation of the Activity, agreed EMPR
costs/use fees and maintenance of City’s own equipment, which includes, but is not
limited to, maintenance of equipment, insurance and removal of debris inside and
outside of the storage facility or area used in support of the Activity.
iv.
May encounter or encourage fee-based programs to its participants to cover cost of
recovery fees due to County fees or due to City recreation expenses.
v.
Provide advertising and notice to the public on the City’s website, flyers or notices,
for information pertaining to the Activity. Both Parties name drops will be on any
media including “Estrella Mountain Regional Park managed by Maricopa County
Parks and Recreation Department.”
vi.
Provide information to the public intending to access EMRP using the trail system or
access within EMRP that the EMRP is a fee-based recreation area and that all
members of the public entering the EMRP are subject to paying the current
applicable entrance fees.
F. County Responsibilities.
i.
Provide and coordinate the use of MCPRD’s facilities as agreed in the SOW.
ii.
Provide City with a day of storage of equipment to support programs immediately
adjacent in time and proximity to the program being offered. The County assumes
no liability for lost stolen or damaged items during the temporary storage. Longer
storage, such as a matter of days before or after an event, may be coordinated with
and at the discretion of the EMRP Park Supervisor.
iii.
Provide required staff in support of Activities as designated in each SOW.
iv.
Provide cost and fee information for and invoice (See Section 9) the City within thirty
(30) days from the end date of each SOW occurrence, as applicable.
v.
Provide advertising and notice to the public on the MCPRD’s website and on flyers
or notices in the EMRP, of information pertaining to Activity. Both agencies name
drops will be on any media including “Estrella Mountain Regional Park managed by
Maricopa County Parks and Recreation Department.”
vi.
At no time during the term of such SOW will the County be responsible for the
providing or maintaining of any additional facilities, amenities, personnel, or utilities
other than agreed to within the SOW.
4. TERM AND TERMINATION
A. The term of this Agreement shall be Five (5) years (“Term”), commencing on the date it
is fully executed by the Parties (“Effective Date”).
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B. The Agreement shall automatically renew for one (1) additional five (5) year period
thereafter, unless either Party gives notice at least sixty (60) days prior to the expiration
of the Term of the Agreement that it does not want to renew or unless terminated sooner
as provided herein.
C. Conflict of Interest. This Agreement is subject to the provisions of A.R.S. § 38-511.
D. Termination without Cause. Either Party may, at any time, terminate this Agreement by
giving the other Party not less than thirty (30) days prior written notice. In the event this
Agreement is terminated by either Party pursuant to this Section, the City shall remain
responsible for payment to the County for all work performed through the date of
termination and for reimbursement to the County of all non-cancelable commitments
incurred in the conduct of the Activities. Non-cancelable commitments shall include, but
not be limited to, employment or equipment rental commitments. Should such termination
ultimately be effective, it will not eliminate any obligations of any Party under Section 5.0
of this Agreement. If this Agreement is terminated without cause pursuant to this Section,
each Party shall be liable for its own costs, except as specifically stated herein.
E. Termination for Non-Appropriations.
Each Party recognizes that performance by the other Party depends upon
appropriation of funds. This Agreement may be terminated or reduced by City or
County at the end of any fiscal year due to non-appropriation of funds without any
penalty or liability to either Party for such termination or reduction. County and state
fiscal years end June 30, Federal fiscal year ends September 30. If the County fails to
appropriate necessary funds, or if appropriation is reduced during the fiscal year, the
County may reduce the scope of this Agreement, if appropriate, or cancel this
Agreement, without further duty or obligation and without penalty or liability.
5. DEFAULT
Each of the following shall constitute a 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.
6. GENERAL PROVISIONS
A. Modification or Amendment. Modifications or amendments of the Agreement shall be
binding only if in writing, signed and dated by both Parties.
B. Laws, Rules and Regulations. Both Parties shall, and shall cause, its agents to comply at
all times with all applicable federal, state, county, local and city statutes, laws, ordinances,
rules, regulations and instructions, including, without limitation, environmental health
safety and regulations respecting the premises used, in effect now or as may be amended
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or added. This compliance shall be at each Party’s sole cost and expense. MCPRD Rules
are attached hereto as Exhibit B and made a part hereof.
C. Independent Contractor. The County and City are independent contractors and shall be
free to exercise their discretion and independent judgment as to the method and means
of performance of their work hereunder. Employees of each Party shall not be considered
employees of the other Party, and a Party’s personnel will not, by virtue of this Agreement,
be entitled or eligible, by reason of this Agreement, to participate in any benefits or
privileges given or extended by the other Party to its employees. Each Party assumes full
responsibility for the actions of its personnel while performing services under this
Agreement, and shall be solely responsible for their supervision, daily direction and
control, payment of salary (including withholding income taxes and social security),
worker’s compensation and disability benefits.
D. Nondiscrimination. The Parties agree to comply with all applicable state and federal laws,
rules, regulations, and executive orders governing equal employment opportunity,
immigration, nondiscrimination and affirmative action.
E. Marketing.
i.
The County may not use the name of the City in news releases, publicity, advertising,
or other promotion, without the prior written consent of the City, such as but not limited
to when referencing recreation at EMRP, except for documents used for internal
consumption by the County.
ii.
The City may not use the name of the County in news releases, publicity, advertising,
or other promotion, without the prior written consent of the County, such as but not
limited to when referencing recreation at EMRP, except for documents used for
internal consumption by the City.
F. Confidentiality. Parties shall not be responsible for the protection of confidential or
proprietary information belonging to the other Party.
7. LIABILITY INSURANCE AND INDEMNIFICATION
A. The Parties acknowledge that Maricopa County is self-insured as provided in A.R.S. §11-
981 and that this self-insurance fully complies with the insurance requirements of this
License.
B. The City maintains general liability insurance and worker’s compensation coverage as
required by state law and pertinent federal laws and regulations under the City of
Avondale.
C. Indemnification. By entering into this Agreement, the Parties agree that to the extent
permitted by law, each Party will indemnify, defend and save the other Party harmless,
including any of the Party’s departments, agencies, officers, employees, elected officials,
or agents, from and against all loss, expense, damage or claim of any nature whatsoever
which is caused by any activity, condition or event arising out of the negligent performance,
nonperformance or misconduct by the indemnifying Party of any of the provisions of this
Agreement. By entering into this Agreement, each Party indemnifies the other against all
liability, losses, and damages of any nature for or on account of any injuries or death of
persons or damages to or destruction of property arising out of or in any way connected
with the performance or nonperformance of this Agreement, except such injury or damage
as shall have been caused or contributed to by the negligence or misconduct of that other
Party. The damages which are the subject of this indemnity shall include but not be limited
to the damages incurred by any Party, its departments, agencies, officers, employees,
elected officials, or agents. In the event of action, the damages which are the subject of
this indemnity shall include costs, expenses of litigation, and reasonable attorney's fees.
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D. The terms of this Agreement and its insurance and indemnification provisions do not apply
to participants who engage in any activity outside the scope of this Agreement.
E. Binding Effect. The obligation set for the in this Section 6.0 shall be binding upon the
Parties and extend beyond the termination of this Agreement.
F. Environmental Compliance.
i. Regulated Use.
a) The City shall provide to the County, in writing, a complete list identifying all
hazardous materials or petroleum products initially to be brought on site.
Thereafter, the City shall provide written notice to the County only when other
hazardous material or petroleum products which were not initially identified are
brought on the site.
b) Additionally, the City will prepare and implement any necessary remediation action
plan in accordance with all applicable federal, state, county, city and local statutes,
laws, ordinances, rules, and regulations. The City shall keep Material Safety Data
documents, or the equivalent thereof, on site for those materials and products.
c) The City shall report to the County within twenty-four (24) hours of knowledge of
any event or occurrence at the site which may or does result in pollution or
contamination adversely affecting lands, water or facilities owned or managed by
County.
ii. Regulated Disposal.
a) The City shall protect, defend, indemnify and hold harmless the County and
Reclamation from and against all liabilities, costs, charges and expenses, including
civil or criminal penalties, attorney’s fees and court costs arising out of, or related
to, an activity involving or use of a regulated substance under any applicable
federal, state, or local environmental laws, regulations, ordinances or amendments
thereto because of: (a) any such substance that came to be located on EMRP or
temporary facilities due to the City’s use or occupancy of the site after the signing
of this Agreement; or (b) any release, threatened release or escape of any
substance in, on, under or from said site that is caused in whole or in part, by any
conduct, action or negligence of the City.
b. For the purposes of this Agreement, the term "regulated substances" shall include
substances defined as "regulated substances," "hazardous waste," "hazardous
substances," "hazardous materials," "toxic substances" or "pesticides" in the
Resource Conservation and Recovery Act, as amended by the Hazardous and
Solid Waste Amendments of 1984, the Comprehensive Environmental Response,
Compensation and Liability Act, as amended in 1986 to include Superfund
Amendments and Reauthorization Act, the Hazardous Materials Transportation
Act, the Toxic Substance Control Act, the Federal Insecticide, Fungicide and
Rodenticide Act, the relevant local and state environmental laws, and the
regulations, rules and ordinances adopted and publications promulgated pursuant
to the local, state and federal laws. This indemnification shall include, without
limitation, claims or damages arising out of any violations of applicable
environmental laws, regulations, ordinances, rules, or subdivisions thereof. This
environmental indemnity shall survive the expiration or termination of this
Agreement.
c. The City accepts sole responsibility and liability for all wastes produced by its
operation, activities and occupation of the site and shall comply with all applicable
laws concerning such wastes, including federal, state, county, and local regulatory
requirements. Any such waste must be disposed of in compliance with the above.
d. The City further hereby represents and warrants to the County that the City, its
agents, employees, and contractors, shall be solely responsible for and assume any
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responsibility for generating, storing, releasing, placing or allowing to remain on the
property any hazardous substances, hazardous wastes, or toxic substances
(hereinafter collectively referred to as "Hazardous Substances"), as those terms are
defined and regulated under C.E.R.C.L.A., 42 U.S.C. 9601 et seq., R.C.R.A., 42
U.S.C. 6901 et seq., or T.S.C.A., 15 U.S.C. 2601 et seq. The City agrees to comply
with all environmental laws and regulations and to take such other actions as may
be reasonably required to protect against environmental liabilities. Any such
“Hazardous Substances” must be disposed of pursuant to and in compliance with
all required laws, rules and regulations concerning the use and disposal of such
substances.
e. Management and proper disposal of all hazardous material, including Hazardous
Substances, is the responsibility of the City. The City must keep appropriate and
required documentation relating to the management and disposal of Hazardous
Substances.
f. The County will provide the City with environmental information specific to EMRP
so that it may assist in training their staff such as but not limited to flora, fauna, and
geography.
8. ARBITRATION
This Agreement shall be construed in accordance with and shall be governed, interpreted and
regulated by, the laws of the State of Arizona, and arbitration proceedings, if applicable, or
suit to enforce any provision of this Agreement or to obtain any remedy with respect hereto
will be brought in the Superior Court of the State of Arizona, Maricopa County, and for this
purpose each Party hereby expressly and irrevocably consents to the jurisdiction of said
Court.
8. ASSIGNMENT
No Party has the right or the power to assign this Agreement, in whole or in part, without a
ninety (90) day prior written consent of the other Party.
9. COMPENSATION
County shall invoice the City according to an individually authorized SOW. Invoices are due
and payable within thirty (30) days of the date of invoice.
10. NOTICES
All notices required under this Agreement shall be in writing and given by email delivery and
read receipt, or United States Post Office certified mail, return receipt requested, or by
commercial courier served with a receipt, or by hand delivery, to each Party’s following
address, or to such other address as either Party may notify the other in writing as provided
herein. Any such notice shall be considered served when communication is received and
signed for or delivery is refused or returned to sender as unclaimed.
Maricopa County:
Maricopa County Parks and Recreation Department
Attn: Director
41835 N. Castle Hot Springs Road
Morristown, AZ 85342
Phone: 602-506-9500
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Email: rj.cardin@maricopa.gov
City of Avondale:
City of Avondale
Attn: Director, Parks and Recreation
11465 W. Civic Center Drive, Suite 280
Avondale, AZ 82323
Phone: 623-333-2411
Email: bhughes@avondale.gov
11. RECORD RETENTION AND INSPECTION
The Parties agree to retain all books, accounts, reports, files and other records relating to this
Agreement and to make such records available at all reasonable times for inspection and
audit by the Parties or the Auditor General of the State of Arizona, or their agents, during the
term of and for a period of six (6) years (Retention Schedule) after the termination of this
Agreement, or Retention Schedule as amended by the Arizona State Library, Archives and
Public Records Retention Schedule.
12. E-VERIFY
To the extent applicable under A.R.S. § 41-4401, each Party and its contractors and
subcontractors warrant their compliance with all federal immigration laws and regulations that
relate to their employees and their compliance with the E-verify requirements under A.R.S. §
23-214(A). A breach of the above-mentioned warranty by any Party or its contractors or
subcontractors shall be deemed a material breach of the Agreement and may result in the
termination of the Agreement by the non-breaching Party. Each Party retains the legal right
to randomly inspect the papers and records of the other Party's or its contractors' or
subcontractors' employees who work on the Activities to ensure that the other Party and its
contractors and subcontractors are complying with the above-mentioned warranty.
13. BOYCOTT OF ISREAL
To the extent applicable under A.R.S. § 35-393.01, the Parties certify that they are not
currently engaged in, and for the duration of this Agreement agree not to engage in, a
boycott of Israel as defined in A.R.S. § 35-393.
14. NON-EXCLUSIVE AGREEMENT
Each Party may enter into similar agreements with other institutions or entities, provided that
such agreements do not materially interfere with the ability of each Party to carry out its
obligations hereunder.
15. INVALIDITY OF PART OF THIS AGREEMENT
The Parties agree that should any part of this Agreement be held to be invalid or void by a
court of competent jurisdiction, the remainder of the Agreement shall remain in full force and
effect and shall be binding upon the Parties.
16. AUTHORITY
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A. Each Party covenants and warrants to the other Party that: (a) it is duly authorized to
execute this Agreement; and (b) the execution of this Agreement has been duly authorized
by the applicable Party.
B. MCPRD Director shall administer this Agreement.
17. 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 one and the same instrument. Faxed and
copied signatures are acceptable as original signatures.
18. ENTIRE AGREEMENT
Entire Agreement. This Agreement, including the SOW(s), embodies the entire understanding
of the Parties and supersedes any other agreement or understanding between the Parties
relating to the subject matter.
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EXHIBIT A – ESTRELLA MOUNTAIN REGIONAL PARK
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EXHIBIT B – STATEMENT OF WORK (SOW)
This Exhibit represents the SOW template to be associated with this Agreement. Proposed
SOW’s must be approved by both Parties. The items contained herein shall be considered and
incorporated where appropriate. The purpose of this SOW is the coordination with and support
of Activities at EMRP. The focus provides the opportunity of expanding the participants’
recreational experiences in the hopes of their continuation of activities in the outdoors. The Parties
shall retain complete control over such programs, services, and responsibilities of its own that are
outside the scope of this Agreement or SOW. The effective date of each SOW is the date
approved by both the County and the City.