MCSO IGA FOR USE OF YOUNGTOWN SUBSTATION STATION 370 NEED SIGNATURE.PDF

DocuSign Envelope ID: ABD94FB8-AFA6-4836-8A29-1B7345F 89150

INTERGOVERNMENTAL AGREEMENT
BETWEEN THE TOWN OF YOUNGTOWN AND
MARICOPA COUNTY
ON BEHALF OF THE MARICOPA COUNTY SHERIFF’S OFFICE
FOR USE OF YOUNGTOWN SUBSTATION (STATION 370)

This INTERGOVERNMENTAL AGREEMENT (“Agreement”) is made and entered into
by and between the Town of Youngtown, an Arizona municipal corporation (“Town”) and
Maricopa County, a political subdivision of the State of Arizona (“County”), acting on behalf of
the Maricopa County Sheriff's Office (““MCSO”). The Town and County may be collectively
referred to herein as the “Parties” to this Agreement and individually as a “Party.”

RECITALS:

A. County, through MCSO, provides law enforcement services for the Town pursuant
to an Agreement for Law Enforcement Services, the first of which was entered into in December
2011, and the current Agreement, IGA C-50-18-073-3-00, et seq., approved by the Board of
Supervisors on August 1, 2018.

B. Law Enforcement Service to the Town is supplied from MCSO District III. The
Town permits MCSO to park and use an area, “substation,” in the Town Hall complex to
demonstrate a presence.

C. County is renovating MCSO District III facilities and MCSO desires temporary
relocation during the renovation to Property, defined below, owned by Town so that it can meet
and facilitate law enforcement service obligations. This temporary relocation will include the
addition of a public lobby to the currently designated Property, also known as Youngtown
Substation, space for County’s use during the renovation.

D. Town recognizes the mutual public safety benefit of MCSO’s temporary relocation
to this Property.

E. The Town is permitted to enter this Agreement pursuant to A.R.S. §9-498 and §11-
952. County is permitted to enter into this Agreement pursuant to A.R.S. § 11-951, et. seq.

F, The Parties desire to enter into this Agreement to set forth the terms and conditions
of the use of Town property by MCSO.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained
herein, the Parties agree as follows:

1. Purpose. The purpose of this Agreement is to allow County to use Town property
for law enforcement purposes, maximizing the use of public resources for both public entities.

2. Property. Town agrees to permit County to use, subject to the provisions set forth
in this Agreement, the real property located at 12038 North Clubhouse Square, and depicted in the
attached Exhibit A (the “Property”) for law enforcement purposes including operation of a public
lobby by MCSO (“Permitted Use”).

Agreement — Town Facilities and Equipment

DocuSign Envelope ID: ABD94FB8-AFA6-4836-8A29-1B7345F89150

3. Term and Termination. This Agreement shall commence when fully executed and
terminate on December 31, 2025, or when construction of the District III facilities is completed as
determined by County in its sole discretion, whichever is later (the “Term”), unless terminated
earlier as provided herein. Unless a written extension of this Agreement is mutually agreed upon,
this Agreement terminates immediately upon the expiration date. Either Party shall have the right,
upon ninety (90) days prior written notice to the other Party, to terminate the Agreement with or
without cause. This Agreement may be terminated by either Party at the end of any fiscal year due
to non-appropriation of funds. County’s fiscal year ends June 30". State and Federal fiscal year
ends September 30".

4. Permitted Uses. The Property may be used by County only for the Permitted Use.

5. Fees. In light of the value of County’s law enforcement services and increased
police visibility by operation of this Agreement, no fee will be assessed for the Permitted Use.

6. County Responsibilities. County shall keep and maintain the Property during the
term of the Agreement in good repair and condition, normal wear and tear excepted. For any
equipment or materials provided as part of this Agreement, MCSO agrees that it shall not remove,
alter, disfigure, or cover up any numbering, lettering, or insignia displayed on the equipment.
MCSO shall, at its own cost and expense, maintain any equipment or materials used as part of this
Agreement during the Term of this Agreement, to ensure good repair and operative condition. The
expense of all repairs including labor, materials, parts, or other items shall be paid by County for
damage caused by County.

7. Town Responsibilities. Town shall retain ownership of all Town facilities
including the Property during the Term of this Agreement and, in that capacity, maintain the
exterior of the building, all landscaping, lighting, and parking facilities required to access the
Property, in accordance with the Town’s facilities maintenance schedules and code requirements.

8. Compliance with Law. County shall not use the Property nor permit anything to be
done in or about the Property which will, in any way, conflict with any law, statute, ordinance or
governmental rule or regulation now in force or which may hereafter be enacted or promulgated.

9. Default. In the event either Party fails to fulfill or breaches any term, covenant,
condition, provision, or agreement contained in this Agreement, where such failure shall continue
for a period of thirty (30) days after the defaulting Party receives written notice thereof from non-
defaulting Party, the defaulting Party shall be in default; provided however that if the breach is of
such a nature that it cannot be cured within thirty (30) days, defaulting Party shall be deemed to
have cured if cure is commenced promptly (which in no event shall be later than thirty (30) days
following notice of nonperformance) and diligently pursued to completion. In the event of any
such default, then in addition to and not in lieu of any other remedies available to the non-
defaulting Party at law or in equity, non-defaulting Party shall have the option to terminate this
Agreement.

10. Litigation. Any litigation arising from the Agreement, or the performance thereof,
will be decided in the state courts of Maricopa County, Arizona. The laws of the State of Arizona

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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.

11. Liability of Parties. 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) (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 act, omission, negligence, misconduct, or other fault of the
indemnitor, its officers, officials, agents, employees or volunteers.

12. Disclaimer. Town makes no warranties, express or implied, regarding the condition
of any equipment or materials used as a part of this Agreement, its workmanship, or fitness for any
particular purpose. Town further disclaims any liability whatsoever for loss, damage, or injury to
County or third parties as a result of any defects, latent or otherwise, in any equipment or materials
used as a part of this Agreement. The Property, including any materials or equipment in the
Property, are provided “as-is”. Town shall not be liable in any event for any loss, delay, or damage
of any kind or character resulting from defects in, or inefficiency of, equipment or materials hereby
used or accidental breakage thereof.

13. Improvements. County may, at its cost, make improvements to the Property to
facilitate the Permitted Use, including the addition of a public lobby and other improvements as
depicted in Exhibit A. Any such improvements shall require plans submitted in compliance with
Town codes and building requirements and be subject to approval of the Town Manager.

14. Not a Lease. The Parties acknowledge and agree that this is not a lease agreement.
The Town is not acting as a landlord for County or renting any facilities to County. The Parties
are entering into this Agreement to allow for the shared use of space and further County’s law
enforcement operations. This Agreement is intended to allow use of Town property only and not
to be construed as a tenancy of any type by law.

15. Insurance. The parties to this Agreement are 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 that are considered standard for the uses and responsibilities in this Agreement.

16. No Partnership or Joint Venture. Nothing contained in this Agreement shall create
any partnership, joint venture, or other such agreement between the Parties. Except as expressly
provided herein, no term or provision of this Agreement is intended or shall be for the benefit of
any person or entity not a party hereto, and no such other person or entity shall have any right or
cause of action hereunder.

17. Immigration Law Compliance Warranty. As required by A.R.S. § 41-4401, each

Party hereby warrants its compliance with all federal immigration laws and regulations that relate

to its employees and A.R.S. § 23-214(A). Each Party further warrants that after hiring an

employee, it will verify the employment eligibility of the employee through the E-Verify program.

Ifa Party uses any subcontractors in performance of the services, subcontractors shall warrant their

compliance with all federal immigration laws and regulations that relate to its employees and
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A.R.S. § 23-214(A), and subcontractors shall further warrant that after hiring an employee, such
subcontractor verifies the employment eligibility of the employee through the E-Verify program.

18. Cancellation. This Agreement may be cancelled pursuant to A.R.S. § 38-511.

19. Notices. All notices and demands which may be, or are required to be, given by
either Party to the other hereunder shall be in writing and hand delivered or sent by United States
Certified or Registered Mail, postage prepaid, addressed to the parties as set forth below. If
personally served, any such notice shall be deemed given at the time of such service or, if by mail,
two (2) calendar days following the depositing of the same in a post office box regularly
maintained by the United States Postal Service. Either Party may designate in writing a different
address for notice purposes pursuant to this Section.

Town: Town of Youngtown
Attn: Town Manager
12030 North Clubhouse Square
Youngtown, Arizona, 85363

County: Maricopa County
Attn: Real Estate Director
2801 West Durango Street
Phoenix, AZ 85009

MCSO: MCSO Business Services Division Commander
550 W. Jackson Street, 4" Floor
Phoenix, AZ 85003

20. Severability. Any provision of this Agreement which is determined to be invalid,
void, or illegal shall in no way impair or invalidate any other provision of this Agreement and the
remaining provisions shall remain in full force and effect.

21. | Merger/Modification. It is mutually agreed that this Agreement constitutes the full
and integrated agreement between the Parties and that no representations, warranties, covenants,
or agreements, express or implied, have been made other than as expressly set forth herein. This
Agreement may be modified or amended only in writing signed by the Parties hereto. No oral
modification shall be effective.

22. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which taken together, shall constitute one and
the same instrument. Electronic signatures shall have the same force and effect as original
signatures.

23. Administration, This Agreement shall be administered by the Assistant County
Manager of Maricopa County and/or the Maricopa County Director of Real Estate.

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Agreement ~ Use of Town Facilities & Equipment

DocuSign Envelope ID: ABD94FB8-AFA6-4836-8A29-1B7345F89150

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Agreement — Use of Town Facilities & Equipment

DocuSign Envelope ID: ABD94FB8-AFA6-4836-8A29-1B7345F 89150

IN WITNESS WHEREOF the Parties have executed this Agreement as of the last date written

below.

Town: COUNTY:

TOWN OF YOUNGTOWN MARICOPA COUNTY

an Arizona a political subdivision of the State of Arizona

By: \ By:
Its: J YMA 50k. Its:
Date: Ey 2 Afr Date:
ATTEST: ATTEST:
By: Tick alt. By:
Its: Town Clerk Its: Clerk of the Board
ATTORNEY CERTIFICATIONS

In accordance with the requirements of A.R.S. § 11-952(D) the undersigned attorneys
acknowledge that (i) they have reviewed the above Agreement on behalf of their respective
clients and (ii) as to their respective clients only, each attorney has determined that this
Agreement is in proper form and is within the powers and authority granted under the laws of the
State of Arizona.

DocuSigned by:

a rpm

Deputy County Attorney

Agreement — Use of Town Facilitics & Equipment

DocuSign Envelope ID: ABD94FB8-AFA6-4836-8A29-1B7345F89150

EXHIBIT A:
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Agreement — Use of Town Facilities & Equipment