IGA - COUNTY JUSTICE COURT VIDEO APPEARANCE CENTER (003)(09.12.23)(4937954.3) 12.28.23.DOCX
Extracted text (via pymupdf)
17144 characters
4937954.3 1 INTERGOVERNMENTAL AGREEMENT BETWEEN MARICOPA COUNTY, ON BEHALF OF THE MARICOPA COUNTY JUSTICE COURTS, AND THE TOWN OF PARADISE VALLEY REGARDING OPERATION AND SHARED USE OF THE MARICOPA COUNTY JUSTICE COURT VIDEO APPEARANCE CENTER C-___-___-____-X-00 THIS INTERGOVERNMENTAL AGREEMENT (“Agreement”), which becomes effective on the date last signed, is entered into between MARICOPA COUNTY, a political subdivision of the State of Arizona (“County”), on behalf of the MARICOPA COUNTY JUSTICE COURTS (“MCJC”), and the TOWN OF PARADISE VALLEY, an Arizona municipal corporation (“Town”), each individually referred to as a “Party” and collectively referred to as the “Parties.” RECITALS A. Arizona Revised Statutes (“A.R.S.”) §§ 11-951 et seq., authorizes public agencies, including the Parties, to enter into agreements to jointly exercise their respective powers for the public benefit. B. The MCJC Administration is the administrative department within the County responsible for providing administrative support to the Justice Court. C. The County provides funding and other resources for MCJC Administration to staff and operate the Inmate Video Appearance Center (“VAC”), which allows for remote, rather than in-person, Initial Arraignment Hearings (“IAH”). D. The MCJC Administration has allowed the Town to utilize VAC resources since 2016. E. It is the intent and desire of the Parties to formalize their previous arrangement and continue providing for the common administration and operation of the VAC to the greatest extent possible under the laws of the State of Arizona. AGREEMENT Therefore, in consideration of the foregoing introduction and recitals, which are incorporated herein by reference, the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Term and Termination. A. The initial term of this Agreement is one year, after which it will automatically renew for up to three one-year terms unless sooner terminated by either Party. B. In recognition of and deference to the budgeting needs and obligations of the Parties, any Party wishing to terminate this Agreement shall provide written notice to the other not later than the last business day of January of the calendar year in which such termination 4937954.3 2 shall take effect. No such termination shall take effect until the first day of July following the provision of such notice. 2. Purpose. The purpose of this Agreement is to update and formalize the Parties’ existing arrangements regarding the Town’s use of VAC resources, provide for the common administration and operation of IAH conducted at the VAC, and share the costs involved therewith. 3. Town’s Reimbursement Obligation. The Town shall reimburse the MCJC for the Town’s proportionate share of VAC staff salaries and employee-related expenses each fiscal year as determined by dividing the number of IAH attributable to the Town that fiscal year by the total number of VAC IAH completed during the same period and multiplying the result by the total annual cost of VAC staff salaries and employee-related expenses, as illustrated in the sample reimbursement costs attached hereto as Exhibit A and incorporated herein by reference. The Town shall remit payment for its share of the cost no later than July 31. 4. No Past-Due Amounts. As of the effective date of this Agreement, there are no outstanding debts or amounts due for any VAC services rendered before the effective date of this Agreement. 5. Indemnification. 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 attorney’s fees) (collectively referred to as “claims”) arising out of the negligent performance of this Agreement, but only to the extent that such claims which result in vicarious/derivative liability to the indemnitee are caused by the act, omission, negligence, misconduct, or other fault of the indemnitor, its officers, officials, agents, employees, or volunteers. 6. No Joint Venture. This Agreement is not intended to and does not constitute, create, or otherwise give rise to a joint venture, partnership, or other formal business association or organization between the Parties. The Parties’ rights and obligations are limited to those expressly set forth in this Agreement. 7. No Employment Relationship. The Parties acknowledge that under this Agreement, no Town employee or participant is to be considered a County employee and that no rights of County merit, retirement, or personnel rules shall accrue to such individual. The Town shall have total responsibility for all salaries, wages, bonuses, retirement, withholdings, workman’s compensation, occupational disease compensation, unemployment compensation, other employee benefits, and all taxes and premiums appurtenant thereto concerning such individuals and shall save and hold MCSO harmless with respect thereto. 8. E-Verify. To the extent applicable under A.R.S. § 41-4401, the Parties warrant 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). Either Party’s failure to comply with such warranty shall be deemed a material breach of this Agreement and may result in the termination of this Agreement by the non-breaching Party. To ensure that the Parties and their subcontractors are complying with the warranty under this section, each Party’s and its subcontractor’s books, records, correspondence, accounting procedures and practices, and any other supporting evidence relating to this Agreement, including the papers of any of the their employees who perform any work or services pursuant to this Agreement (all of the foregoing hereinafter referred to as “Records”), shall be open to inspection and subject to audit and/or 4937954.3 3 reproduction during normal working hours by the other Party, to the extent necessary to adequately permit (A) evaluation and verification of any invoices, payments, or claims based on actual costs (including direct and indirect costs and overhead allocations) incurred, or units expended directly in the performance of the services contemplated under this Agreement, and (B) evaluation of the Parties’ and their subcontractors’ compliance with the Arizona employer sanctions laws referenced above. To the extent necessary for either Party to audit Records as set forth in this section, the Parties and their subcontractors hereby waive any rights to keep such Records confidential. For the purpose of evaluating or verifying such actual or claimed costs or units expended, the Parties shall have access to said Records, even if located at their respective subcontractors’ facilities, from the effective date of this Agreement until three years after the date of final payment by the Town to the MCJC pursuant to this Agreement. The Parties and their subcontractors shall provide each other Party with adequate and appropriate workspace to conduct audits in compliance with the provisions of this section. Each Party shall give the other or its subcontractors reasonable advance notice of intended audits. The Parties shall require their subcontractors to comply with the provisions of this section by insertion of the requirements hereof in any subcontract pursuant to this Agreement. 9. Compliance with Laws. Each Party shall comply with all applicable laws, ordinances, executive orders, rules, regulations, standards, and codes of the federal, state, and local government whether or not specifically referenced herein. The Parties agree that there will be no discrimination as to race, sex, religion, color, age, creed, or national origin in regard to obligations, work, and services performed under the terms of any contract ensuing from this engagement. The Parties will comply with Executive Order No. 11246, entitled “Equal Employment Opportunity,” as amended by Executive Order No. 11375, and as supplemented by the Department of Labor Regulations (41 CFR, Part 60). 10. Records. In accordance with A.R.S. § 35-214, all books, accounts, reports, files, electronic data, and other records relating to this Agreement shall be retained and subject at all reasonable times to inspection and audit by the State of Arizona for five years after completion of this Agreement. Upon request, the Parties shall produce originals of any and all such records and shall be subject at all times to inspection and audit by either Party, the Superior Court Presiding Judge for Maricopa County, and the Arizona Supreme Court. 11. Venue; Choice of Law. Any litigation arising from this Agreement or performance hereunder will be decided in the federal courts in Phoenix or in state courts of Maricopa County unless otherwise agreed by the Parties. The laws of the State of Arizona shall govern the construction and interpretation of this Agreement. This Agreement is subject to the provisions of A.R.S. § 12-1518 relating to the use of arbitration. This Agreement may be amended only by the mutual written consent of authorized representatives for all Parties and requires Maricopa County Board of Supervisors and Paradise Valley Town Council approval. 12. Conflict of Interest. This Agreement is subject to the provisions of A.R.S. § 38-511. Either Party may cancel this Agreement without penalty or further obligations if any person significantly involved in initiating, negotiating, securing, drafting, or creating this Agreement on behalf of a Party is, at any time while this Agreement or any extension of this Agreement is in effect, an employee of any other Party to this Agreement in any capacity or a consultant to any other Party of this Agreement with respect to the subject matter of this Agreement. 13. 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. Faxed, copied, electronic, and scanned signatures are acceptable as original signatures. 4937954.3 4 14. Entire Agreement; Interpretation; Parol Evidence. This Agreement represents the entire agreement of the Parties with respect to its subject matter, and all previous agreements, whether oral or written, entered into prior to this Agreement are hereby revoked and superseded by this Agreement. No representations, warranties, inducements, or oral agreements have been made by any of the Parties except as expressly set forth herein, or in any other contemporaneous written agreement executed for the purposes of carrying out the provisions of this Agreement. This Agreement shall be construed and interpreted according to its plain meaning, and no presumption shall be deemed to apply in favor of, or against the Party drafting this Agreement. The Parties acknowledge and agree that each has had the opportunity to seek and utilize legal counsel in the drafting of, reviewing, and entering into this Agreement. 15. Severability. The provisions of this Agreement are severable to the extent that any provision or application held to be invalid by a Court of competent jurisdiction shall not affect any other provision or application of this Agreement that may remain in effect without the invalid provision or application. 16. Provisions Required by Law. Each and every provision of law and any clause required by law to be in this Agreement will be read and enforced as though it were included herein and, if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the application of either party, this Agreement will promptly be physically amended to make such insertion or correction. 17. Waiver. Waiver of any breach of any term, condition, or covenant herein contained shall not be deemed to be a waiver of any subsequent breach of any term, covenant, or condition herein. 18. Agreement Subject to Appropriation. The Parties are obligated only to pay their obligations set forth in this Agreement as may lawfully be made from funds appropriated and budgeted for that purpose during their then-current fiscal year. The Parties’ obligations under this Agreement are current expenses subject to the “budget law” and the unfettered legislative discretion of their respective governing bodies concerning budgeted purposes and appropriation of funds. Should either elect not to appropriate and budget funds to pay its Agreement obligations, this Agreement shall be deemed terminated at the end of the then-current fiscal year term for which such funds were appropriated and budgeted for such purpose, and the Parties shall be relieved of any subsequent obligations under this Agreement. The Parties agree that neither has an obligation or duty of good faith to budget or appropriate the payment of their respective obligations set forth in this Agreement in any budget in any fiscal year other than the fiscal year in which this Agreement is executed and delivered. The Parties shall be the sole judge and authority in determining the availability of funds for their respective obligations under this Agreement. Each Party shall keep the other informed as to the availability of funds for this Agreement. The Parties’ respective obligations to make any payment pursuant to this Agreement are not general obligations or debts. Each Party hereby waives any and all rights to bring any claim against the other from or relating in any way to the other’s termination of this Agreement pursuant to this section. 19. Notices. All notices, requests for payment, or other correspondence between the Parties regarding this agreement shall be mailed or delivered to the respective Parties at the following addresses: If to MCJC: Maricopa County Justice Courts 4937954.3 5 222 N. Central Ave. Suite 210 Phoenix, AZ 85392 With copies to: Maricopa County Board of Supervisors 10th Floor 301 W. Jefferson Phoenix, AZ 85003 Maricopa County Department of Finance 301 W. Jefferson, Suite 960 Phoenix, AZ 85003 If to Town: Town of Paradise Valley 6401 E. Lincoln Drive Paradise Valley, Arizona 85253 Attn: Andrew Ching, Town Manager With copy to: Gust Rosenfeld P.L.C. One East Washington Street, Suite 1600 Phoenix, Arizona 85004-2553 Attn: Andrew J. McGuire 20. Forced Labor of Ethnic Uyghurs. To the extent applicable under A.R.S. § 35-394, the MCJC warrants and certifies that it does not currently, and agrees that it will not use for the duration of this Agreement the forced labor, any goods or services produced by the forced labor, or any contractors, subcontractors, or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. If the MCJC becomes aware that it is not in compliance with this paragraph, it shall notify the Town of the noncompliance within five business days of becoming aware of it. If the MCJC fails to provide a written certification that it has remedied the noncompliance within 180 days after that, this Agreement shall terminate unless the termination date of this Agreement occurs before the end of the remedy, in which case this Agreement terminates on its termination date. 21. Titles; Headings. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. [SIGNATURES FOLLOW] 4937954.3 6 IN WITNESS WHEREOF, the Parties have executed this agreement on the date written below. IGA approved by the Maricopa County Board of Supervisors BY: ______________________________ __________________ Chairman, Board of Supervisors Date ATTEST: ______________________________ __________________ Clerk of the Board Date APPROVED AS TO FORM: ______________________________ Davina Bressler, Maricopa County Attorney’s Office [SIGNATURES CONTINUE ON FOLLOWING PAGE] 4937954.3 7 IGA approved by the Town of Paradise Valley TOWN OF PARADISE VALLEY, an Arizona municipal corporation _____________________________ __________________ Honorable J. Tyrrell Taber, Presiding Magistrate Date BY: _____________________________ __________________ Jerry Bien-Willner, Mayor Date ATTEST: ______________________________ ___________________ Duncan Miller, Town Clerk Date APPROVED AS TO FORM: ______________________________ Andrew J. McGuire, Town Attorney 4937954.3 EXHIBIT A [Sample* Reimbursement Costs for Municipal Court Staff Expenses] Personnel Services (2088 Hours – 3.5 FTEs Total) Name Position FTE Hourly Rate Total Ct Manager 1 34.17 $71,347 Clerk 1 25.11 $52,430 Clerk 1 24.81 $51,803 Clerk .5 20.81 $21,726 $197,306 Total Filings (Fiscal Year) Filings % of Total Paradise Valley 21 0.49% MCJC 3923 91.8% Other Municipalities 329 7.7% 4273 100.0% Total Staff Salary and Benefits Reimbursement Due (21 / 4,273 * 197,306) $967 *Sample based on FY23 fillings.