RECORDING KIOSK IGA (MCLD) V.2 AMENDED 10.11.23.PDF

INTERGOVERNMENTAL AGREEMENT  
BY AND BETWEEN 
MARICOPA COUNTY 
AND 
THE MARICOPA COUNTY LIBRARY DISTRICT 
 
 
 
 
THIS INTERGOVERNMENTAL AGREEMENT (the “Agreement”) is entered into by and 
between Maricopa County, a political subdivision of the State of Arizona, by and through the 
Office of the Maricopa County Recorder (the “County”), and the Maricopa County Library 
District, a political subdivision of the State of Arizona (the “District”).  The County and the District 
collectively are referred to as the “Parties” and individually as a “Party.”  
 
RECITALS 
 
WHEREAS, the Parties are authorized to enter into this Agreement per A.R.S. §§ 11-952 and 48-
3902; and  
 
WHEREAS, the District owns and operates the following library: (a) Ed Robson Library, 9330 
East Riggs Road, Sun Lakes, Arizona 85248, and the District operates the following libraries: (b) 
Sun City Library, 16828 North 99th Avenue, Sun City, Arizona 85351, and (c) Georgia T. Lord 
Library, 1900 North Civic Square, Goodyear, Arizona 85395 (collectively, the “Libraries”); and  
 
WHEREAS, the County wishes to expand public access to electronic recording services through 
kiosks that will be available to the public (the “Kiosks”); and 
 
WHEREAS, County requires access to, and use of space at the Libraries for the purpose of 
installing and operating the Kiosks (the “Permitted Use”); and  
 
WHEREAS, the Parties desire to enter into this Agreement under which the County may enter the 
Libraries to install, maintain, and use the Kiosks as described herein.  
 
AGREEMENT TERMS 
 
NOW, THEREFORE, in consideration of the following mutual covenants and other good and 
valuable consideration, the sufficiency and adequacy of which is hereby acknowledged, the Parties 
agree as follows:  
 
1. 
The Recitals are hereby incorporated into this Agreement by this reference.  
 
2. 
The District hereby grants to the County the right to enter and use the Libraries for 
the Permitted Use.  The Kiosks will require approximately four square feet of publicly-accessible 
space and access to a power source.

3. 
The Libraries shall permit members of the public to access and use the Kiosks 
during the Libraries’ business hours.  
 
4. 
The County will be solely responsible for the maintenance, loss, damage, or theft 
of the Kiosks unless such maintenance, loss, damage, or theft is due to the action or negligence of 
the District.  
 
5. 
The Libraries shall not be responsible for assisting members of the public with 
using the Kiosks.  The Libraries may refer members of the public to the County Recorder’s Office 
for such assistance.   
 
6. 
This Agreement is effective on the date of the last signature of a Party (“Effective 
Date”) and terminates on June 30, 2028 (“Term”). 
 
7.  
The Parties may renew this Agreement as many times as desirable, but each 
extension may not exceed the duration of the Term. 
 
8. 
Either Party may terminate this Agreement at any time without cause by giving 
sixty (60) days’ written notice to the person(s) identified in Paragraph 19 of this Agreement.  
 
9. 
Pursuant to A.R.S. § 38-511, either Party may cancel this Agreement without 
penalty or obligation, if any person significantly involved in the initiating, negotiating, securing, 
drafting, or creating this Agreement on behalf of the terminating Party is at any time while the 
Agreement or any extension thereof is in effect, an employee of the other Party to the Agreement 
in any capacity with respect to the subject matter of this Agreement. 
 
10.  
Nothing in this Agreement may be modified or waived except by written 
amendment, duly executed by authorized signers for the Parties.  The Parties may renew or amend 
this Agreement upon the mutual written Agreement signed by authorized signers for the Parties. 
 
11. 
This Agreement shall not be assigned, in whole or in part, without the prior written 
consent of the Parties, and any assignment in contravention of this provision shall be null and void. 
 
12. 
To the fullest extent permitted under Arizona law, each Party and its Agents (as 
“Indemnitor”) agrees to indemnify, defend, and hold harmless the other Party and its Agents (as 
“Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, costs, or 
expenses (including, but not limited to, court costs, attorneys’ fees, and claim processing) 
(collectively, “Claims”) arising from the negligent or willful acts or omissions of Indemnitor.   This 
indemnity includes any claim or amount arising out of or recovered under the Workers’ 
Compensation law.  It is the specific intention of the Parties that the Indemnitee shall, in all 
instances, except for Claims arising solely from the negligent or willful acts or omissions of the 
Indemnitee, be indemnified by the Indemnitor against all Claims.  Nothing in this Agreement shall 
be construed as consent to any suit or waiver of any defense in a suit brought against the County 
or the District in any state or federal court arising from the negligent or willful acts or omissions 
of the Parties.

13. 
Upon expiration or termination of the Agreement, any property belonging to either 
party and furnished pursuant to this Agreement shall be returned to the furnishing party. 
 
14. 
The Parties, including their employees, agents, and subcontractors, are independent 
contractors.  Nothing in this Agreement shall be construed to create any partnership, joint venture, 
or employment relationship between the Parties or create any employer-employee relationship 
between a Party and the employees of the other Party.  Neither Party will be liable for any debts, 
accounts, obligations, or other liabilities whatsoever of the other. 
 
15.   
The Parties agree to comply with all applicable state and federal laws, rules, 
regulations, and executive orders governing equal employment opportunity, immigration, and 
nondiscrimination. 
 
16.  
To the extent applicable under A.R.S. § 41-4401, the Parties warrant compliance, 
on behalf of themselves and all subcontractors, with all federal immigration laws and regulations 
relating to their employees, and compliance with the E-Verify requirements under A.R.S. § 23-
214(A).  Any Party’s breach of the abovementioned warranty shall be deemed a material breach 
of this Agreement and the nonbreaching Party may terminate this Agreement.  The Parties retain 
the legal right to inspect the papers of any other Party to ensure that the Party is complying with 
the abovementioned warranty under this Agreement. 
 
17.  
In the event a dispute under this Agreement arises between the Parties, the Parties 
will follow this process:  The Parties will meet and confer about the issue.  The Parties will make 
their best efforts to reach a resolution at this meeting.  Pursuant to A.R.S. § 12-1518, the Parties 
agree that if they are unable to reach a resolution after meeting and conferring, they shall seek 
resolution through mediation or arbitration.  The Parties shall select a mutually acceptable third-
party as mediator or arbitrator.  Each Party shall bear its own mediation or arbitration fees, 
attorneys’ fees, and costs. 
 
18. 
The Parties agree to secure and maintain sufficient insurance coverage for all risks 
that may arise out of the terms, obligations, operations, and actions as set forth in this Agreement, 
including, but not limited to, public entity insurance.  The acquisition of insurance or the 
maintenance and operation of a self-insurance program may fulfill the insurance requirement. 
 
19. 
Whenever written notice is required or permitted under this Agreement, such 
Notice shall be deemed to have been sufficiently given if personally delivered or deposited in the 
United States mail in a properly stamped envelope – certified or registered mail, return receipt 
requested – and electronically mailed, addressed to:

If to the County: 
 
Leslie Hoffman 
Director of Recording Services 
Maricopa County Recorder’s Office 
111 South 3rd Avenue 
Phoenix, Arizona 85003 
lhoffman@risc.maricopa.gov 
 
If to the District: 
 
Jeremy Reeder  
Director/County Librarian 
9330 East Riggs Rd 
Sun Lakes, Arizona 85248 
 
 
JeremyReeder@mcldaz.org 
 
20. 
 The proper venue for any proceeding arising from 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. 
 
21.   
This Agreement contains all the terms and conditions agreed to by the Parties.  No 
other understanding, oral or otherwise, regarding the subject matter of this Agreement shall be 
deemed to exist or to bind any of the Parties hereto.  
 
[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the undersigned executing this Agreement on behalf of each Party 
represent and warrant that he/she is duly authorized to execute and deliver this Agreement on 
behalf of each Party and that this Agreement is binding on said Party in accordance with its terms.  
The Parties enter into this Agreement as of the date of the last signature set forth below (“Effective 
Date”). 
 
MARICOPA COUNTY 
 
MARICOPA COUNTY LIBRARY DISTRICT 
 
 
 
By: 
 
By: 
 
Chair 
Maricopa County Board of Supervisors 
 
Chair  
Maricopa County Board of Library Directors 
 
 
 
 
 
 
 
Date 
 
Date 
 
MARICOPA COUNTY RECORDER 
 
 
By: 
 
 
 
 
 
 
 
 
Date 
 
 
 
 
 
Attest: 
 
 
Attest:  
 
 
 
Juanita Garza, Clerk of the Board 
 
Juanita Garza, Clerk                                               
 
 
Maricopa County Board of Library Directors 
 
 
 
 
 
Date 
 
Date 
 
 
Undersigned counsel has reviewed the foregoing Agreement pursuant to A.R.S. § 11-952 (D) and 
have determined it is in proper form and within the powers and authority granted under the laws 
of this state to the County and the District.  
 
 
 
Deputy County Attorney                        Date  
Deputy County Attorney                                      Date