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RESOLUTION NO. 2591
A RESOLUTION OF THE MAYOR AND COUNCIL OF THE CITY OF TOLLESON,
ARIZONA, APPROVING THE INTERGOVERNMENTAL AGREEMENT BETWEEN THE
CITY OF TOLLESON AND THE CITY OF PHOENIX FOR RADIO SHOP SERVICES.
WHEREAS, the City of Tolleson desires to enter into an Intergovernmental Agreement
(the “Agreement”) with the City of Phoenix to obtain maintenance and repair services for its
public safety radio communications equipment; and
WHEREAS, the City of Phoenix has the capacity and expertise through its Information
Technology Services Department Wireless Communications Group to provide such services.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF
TOLLESON, ARIZONA, as follows:
Section 1. The recitals above are hereby incorporated as if fully set forth herein.
Section 2. The term of this Agreement will commence on the effective date and shall be
renewed automatically each year for a one-year term.
Section 3. The Agreement between the City of Tolleson and the City of Phoenix relating
to radio shop services is hereby approved substantially in the form attached hereto as Exhibit A
and incorporated herein by reference.
Section 4. The Mayor, City Manager, City Clerk and City Attorney are hereby authorized
and directed to take all steps necessary to cause the execution and delivery of this Agreement
and to take all steps necessary to carry out the purpose and intent of this Resolution.
PASSED AND ADOPTED by the Mayor and Council of the City of Tolleson, Arizona, on this
10th day of December, 2024.
____________________________________
Juan F. Rodriguez, Mayor
ATTEST: ____________________________________
Crystal Zamora, City Clerk
APPROVED AS TO FORM: ____________________________________
Justin Pierce, City Attorney
EXHIBIT A
TO
RESOLUTION NO. 2591
[Intergovernmental Agreement]
See following pages.
Page 1 of 7
INTERGOVERNMENTAL AGREEMENT
BETWEEN THE CITY OF PHOENIX
AND THE CITY OF TOLLESON
This Intergovernmental Agreement (“IGA”) is entered into and made effective as of the
date of the last signature below (“Effective Date”) by and between the City of Phoenix, an
Arizona municipal corporation (“PHOENIX”), and the City of TOLLESON, an Arizona
municipal corporation, (“TOLLESON”), (collectively, the “party” or “parties”.
RECITALS
A.
TOLLESON wishes to obtain from PHOENIX certain maintenance and repair
services for its public safety mobile, portable, and associated ancillary radio communications
equipment.
B.
PHOENIX, through its Information Technology Services Department Wireless
Communications Group (aka Radio Shop), is willing to provide such services to TOLLESON
subject to the terms and conditions of this IGA.
C.
For their mutual benefits and in consideration of the covenants, conditions, and
promises set forth in this IGA, the parties agree as follows.
AGREEMENT
1.
Scope of Services
1.1
PHOENIX agrees to provide, and TOLLESON agrees to accept, public
safety radio subscriber equipment maintenance and repair services (“Services”) on an as-needed
basis for a fee as provided below. Services may include scheduled maintenance (annual
inspection and repair) and unscheduled maintenance for out-of-warranty equipment that has
failed or malfunctioned. PHOENIX may refuse to accept for Services equipment that PHOENIX
deems, in its sole and absolute discretion, to be of non-serviceable conditions.
1.2
Unless the parties otherwise agreed in writing, PHOENIX will perform the
Services on-site at its service center located at 2441 South 22nd Avenue, Phoenix, AZ 85009-
6998, during normal business hours from 7:00 a.m. to 3:30 p.m., Monday through Friday.
TOLLESON is responsible for the costs of delivering its equipment to and retrieving the same
from the PHOENIX service center location during normal business hours as provided above.
After-hour or special requests for Services are available by contacting PHOENIX at (602) 262-
4444. Services performed at TOLLESON’s request that are outside normal business hours or at a
location different than the service center listed above will incur additional overtime charges,
including travel time.
1.3
For equipment to be supported under this IGA, TOLLESON will submit to
PHOENIX a written service request that includes the following information for each unit.
Page 2 of 7
Multiple units may be combined in a single service request, but information for each unit must
be separately listed.
• Unit make, model, serial number, and manufacturer.
• The department using the unit.
• Point of contact name and telephone number.
• A unit inventory number, if known (to be assigned by PHOENIX).
• Vehicle number for mobile equipment.
• Programming information, such as channel number, talk group, programming
template code, system ID, firmware version, or hardware version.
• Any other information relating to the unit as needed for PHOENIX to perform
the Services.
1.4
It is TOLLESON’s responsibility to ensure that equipment submitted for
Services under this IGA operate on frequencies that are properly licensed through the Federal
Communications Commission (“FCC”). For equipment operating on frequencies that are
licensed through a third-party, TOLLESON shall provide PHOENIX with a signed Letter of
Authorization from the applicable third-party showing the equipment have been properly
licensed by the FCC to operate on the corresponding frequencies.
2.
Term of Agreement
2.1
This IGA will commence on the Effective Date and shall be renewed
automatically each year for a one-year term, unless terminated earlier in writing by either party
upon providing the other party with at least 60 days advanced notice.
3.
Fees, Costs, and Payment
3.1
In consideration of the Services provided by PHOENIX, TOLLESON
agrees to pay PHOENIX for services rendered on a time and material basis for each unit repaired
in accordance with fees stated in Exhibit A. Labor rates are subject to change without prior
notice. Labor rates do not include the costs of any parts or materials provided by PHOENIX in
conjunction with the Services. In addition to labor, TOLLESON will reimburse PHOENIX at
fair market price without markups for the costs of any parts or materials necessary to return the
unit to fully operational status.
3.2
TOLLESON is responsible for all applicable taxes, including sales or use
taxes, levied or imposed in connection with the Services provided pursuant to this IGA.
Page 3 of 7
3.3
PHOENIX will invoice TOLLESON once each month as required whenever
a service transaction has occurred. TOLLESON shall pay the invoiced amount within 30 days
upon receipt of the invoice and remit payment to:
City of Phoenix
Central Account Receivable
P.O Box 78815
Phoenix, AZ 85062-8815
4.
Disclaimer of Warranty and Limitation of Liability
4.1
PHOENIX represents and warrants that Services will be performed in a
professional workmanlike manner by PHOENIX personnel having a level of skill and experience
required for such work. As TOLLESON’s sole and exclusive remedy for any warranty claim
pursuant to this section, PHOENIX will reperform the Services at no additional costs to
TOLLESON to correct the deficiencies within a reasonable time, taking into account the
availability of PHOENIX resources, the priorities of Services for other equipment, and the
potential operational impact to TOLLESON. EXCEPT AS EXPRESSLY STATED IN THIS
SECTION, PHOENIX MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY
KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES PROVIDED
PURSUANT TO THIS IGA, INCLUDING WITHOUT LIMITATION, ANY IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
4.2
PHOENIX is not responsible for any claims, losses, or damages resulting
from malfunctions or defects of third-party equipment, or errors caused by TOLLESON’s
personnel or operating environments. PHOENIX does not warrant third-party equipment;
TOLLESON is responsible for obtaining warranty coverage, at its own expense, for such
equipment.
4.3
The cumulative liability of PHOENIX to TOLLESON for all claims arising
out of the performance or nonperformance of Services pursuant to this IGA, including any cause
of action in contract, tort, or strict liability, shall not exceed the amount of fees paid or payable
by TOLLESON for the Services giving rise to the claims. In no event shall either party be liable
to the other party for any indirect, incidental, consequential, special, or exemplary damages of
whatever kind and however caused, even if the party has been advised of the possibility of such
potential loss or damage.
5.
Indemnification
5.1
Each party (“Indemnitor”) will save and hold harmless the other party and
its officials, officers, agents, servants, and employees (“Indemnitee”), from any and all claims,
demands, suits, actions proceedings, losses, costs and damages of every kind, including
reasonable attorneys’ fees, which may be made or brought against Indemnitee for loss or damage
to property, bodily injury, or death (“Claim”) to the extent that such Claim is the result of any
error, omission, or negligent act of Indemnitor or its officials, officers, agents, servants,
employees, or representatives for which Indemnitor is legally liable, arising out of or incident to
Page 4 of 7
the performance of this IGA, except for occurrences for which Indemnitee has sole
responsibility.
5.2
As a condition to the foregoing indemnity obligations, Indemnitee will
provide Indemnitor with prompt notice of the Claim and will reasonably cooperate with
Indemnitor in connection with any such Claim. Indemnitor will be entitled to control the
processing of the Claim and to defend or settle the Claim in its sole discretion with counsel of its
own choosing.
6.
Employment and Organizational Disclaimer
6.1
This IGA is not intended to and will not constitute, create, give rise to, or
otherwise recognize a joint venture or partnership, or form a business association or organization
of any kind between the parties. The rights and obligations of the parties will be only those
expressly stated in this IGA. Each party agrees that a person whom it engages in performance
under this IGA is not an employee of the other party; and no rights or benefits accrue to such
person under the other party’s civil service, retirement, or personnel rules. Each party will have
total responsibility for all salaries, wages, bonuses, retirement, withholding, workman’s
compensation, occupational disease compensation, unemployment compensations, other
employee benefits, and all taxes and premiums appurtenant thereto concerning any such person
and will save and hold the other party harmless with respect thereto.
7.
Independent Contractor’s Status
7.1
Each party is and will remain an independent contractor of the other party.
8.
Conflicts of Interest
8.1
The parties acknowledge this IGA is subject to cancellation pursuant to
Arizona Revised Statutes § 38-511.
9.
Assignment
9.1
Neither party will have the power to assign its rights and obligations under
this IGA without the prior written consent of the other party; and any attempt to assign without
such prior written consent will be void.
10. Amendments
10.1
This IGA supersedes and replaces all prior agreements, oral or written, and
represents the complete understanding between the parties with respect to its subject matter. No
alteration or variation of the terms of this IGA will be binding on the parties, unless such change
is in writing and duly signed by each party.
Page 5 of 7
11. Notices
11.1
Notice required or permitted under this IGA will be in writing and delivered
in person, sent via email with receipt confirmation, sent by United States registered or certified
mail, or deposited with a commercial air courier or express service addressed as follows:
If intended for City of Phoenix:
City of Phoenix Information Technology Services Department
Attn: Wireless Communications Superintendent
2441 South 22nd Avenue
Phoenix, AZ 85009-6998
Telephone: (602) 262-4444
Email: ITS.radioservice@phoenix.gov
With copy to:
City of Phoenix Law Department
Attn: ITS Legal Counsel
200 West Washington Street, Suite 1300
Phoenix, AZ 85003-1611
If intended for City of TOLLESON:
City of TOLLESON
Attn: Crystal Zamora, City Clerk
9055 W. Van Buren Street
Tolleson, Arizona 85353
Telephone: (623) 936-7111
Email: tolleson.cityclerk@tolleson.az.gov
With copy to:
Pierce Coleman PLLC
Attn: Justin Pierce, City Attorney
17851 North 85th Street, Suite 175
Scottsdale, Arizona 85255
11.2
Notice will be deemed received at the time it is personally served, on the
day it is sent by email, on the 10th calendar day after it is deposited in the United States mail, or
on the 2nd calendar day after it is deposited with any commercial air courier or express service.
Any time period stated in a notice will be computed from the date the notice is deemed received.
12. Force Majeure
12.1
Either party shall be excused from performance under this IGA for any
period of time that the party is prevented from performing its obligations as a result of a
Page 6 of 7
government declared natural disaster, war, riot, civil disobedience, court order, labor dispute, or
other cause beyond the party’s reasonable control. Such non-performance shall not constitute
grounds for default.
13. Continuing During Disputes
13.1
The parties agree that notwithstanding the existence of any dispute between
the parties, insofar as is possible under the terms of this IGA, each party will continue to perform
its obligations during the continuation of any such dispute, unless enjoined and prohibited by an
Arizona court.
14. Delay in Exercising Contract Remedy
14.1
Failure or delay by either party to exercise any right, power, or privilege will
not be deemed a waiver thereof.
15. Governing Law
15.1
This IGA is governed by the laws of the State of Arizona.
CITY OF TOLLESON, an Arizona municipal
corporation
Reyes E. Medrano, Jr., City Manager
CITY OF PHOENIX, a municipal corporation
Jeff Barton, City Manager
By:
By:
APPROVED AS TO FORM:
APPROVED AS TO FORM:
In accordance with A.R.S. Sec, 11-952, this
Agreement
has
been
reviewed
by
the
undersigned attorney who has determined that
this Agreement is in proper form and within the
powers and authority granted to the City of
TOLLESON under the laws of the State of
Arizona.
In accordance with A.R.S. Sec, 11-952, this
Agreement has been reviewed by the
undersigned attorney who has determined
that this Agreement is in proper form and
within the powers and authority granted to
the City of Phoenix under the laws of the
State of Arizona.
Justin Pierce, City Attorney
Julie M. Kriegh, City Attorney
By:
By:
Assistant Chief Counsel
ATTEST:
ATTEST:
Crystal Zamora, City Clerk
City Clerk
Date
Date
Page 7 of 7
EXHIBIT A
Labor Rates for Radio Shop Services
A.
Shop installation and repair services: $170 per hour
B.
Field site installation and repair services: $170 per hour
C.
Engineering and drafting services: $170 per hour
D.
Overtime/emergency call out: 1.5 times standard rate
Note 1: Parts and consumable material are not included in the above labor rates.
Note 2: Prices are subject to change without notice.