MARICOPA IGA - 4TH AMENDED - SCHARBACH 2023.PDF
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FOURTH AMENDED AND RESTATED INTERGOVERNMENTAL AGREEMENT BETWEEN MARICOPA COUNTY AND THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA This Fourth Amended and Restated Intergovernmental Agreement (“Agreement”) effective as of July 18, 2023, is made and entered into pursuant to the terms and provisions of Title 11, Chapter 7, Article 3, Arizona Revised Statutes, as amended (A.R.S. § 11‐951, et seq.), by and between Maricopa County, a political subdivision of the State of Arizona (the “County”), and The Industrial Development Authority of the County of Maricopa, an Arizona nonprofit corporation designated by law as a political subdivision of the State of Arizona (the “Authority”); and amends and restates in the entirety the Amended and Restated Intergovernmental Agreement between the parties, dated as of December 11, 2019. Witnesseth Whereas, the "Industrial Development Financing Act" (formerly the "Industrial Development Plans for Municipalities and Counties Act"), Title 35, Chapter 5, Arizona Revised Statutes, as amended (the "Act"), provides for the incorporation in the State of Arizona of industrial development authorities; and Whereas, pursuant to the provisions of the Act, and with the permission of the Board of Supervisors of the County (the "Board of Supervisors") as evidenced by a resolution of the Board of Supervisors of the County adopted November 5, 1973, the Authority was incorporated in Arizona on December 5, 1973, as a nonprofit corporation, designated by law as a political subdivision of the State of Arizona; and Whereas, under the Act, the Board of Supervisors is designated as the governing body of the Authority and the Act provides that the directors of the Authority shall be elected by the governing body and the proceedings under which bonds are to be issued by the Authority require the approval of the governing body; and Whereas, the Authority is an active issuer of bonds, the proceeds of which are used to finance "projects" as such term is defined in the Act; the Authority conducts a considerable amount of business, as permitted by the Act, and such business requires the Board of Directors of the Authority (the "Authority Board") to devote a portion of its time and effort to directing and supervising the business and affairs of the Authority; and the Authority Board utilizes a variety of service providers to provide legal, accounting, auditing, public relations and financing advisory services to the Authority; and Whereas, under the provisions of Title 11, Chapter 7, Article 3, Arizona Revised Statutes as amended (A.R.S. § 11‐951, et seq.), the Authority and County are permitted to enter into intergovernmental agreements for the purpose of contracting for the providing of services; and under the Act, the Authority is specifically empowered to enter into such intergovernmental agreements. Now, therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the mutual agreements of the parties, as herein contained, it is agreed as follows: Agreement 1. Employees of the Authority a. It is understood and agreed that Maricopa County and the Authority are separate entities; Maricopa County is neither the employer nor joint employer of the Authority’s employees, and Authority employees are not intended to be and shall not be considered employees of Maricopa County. b. It is also understood and agreed that the Authority shall make all decisions related to the employment of the Authority’s Executive Director and all other Authority staff. This includes but is not limited to hiring, termination, discipline, and compensation. c. It is further understood and agreed that the Maricopa County shall provide payroll and benefits services to the Authority’s staff, including its Executive Director, and that the Authority shall reimburse the County for all employee‐related expenses on a monthly basis. d. The scope of the duties, responsibilities, and terms of employment of the Executive Director of the Authority shall be determined by the Authority Board. Regarding matters relating to the business and affairs of the Authority that require attention and action before they can be brought before the Authority Board for action, the Executive Director may act upon the direction and instruction of the President or any Vice President of the Authority or as authorized from time to time by the Authority Board. 2. Additional Services Provided by the County a. The Authority may request additional services from the County, and the County may provide the requested services. The County will invoice the Authority for any reimbursable expenses and reimbursement shall be made by the Authority to the County on a monthly basis. 3. Indemnification a. The Authority and the County shall indemnify, defend, and hold each other, their respective officers, employees and agents harmless for, from and against any and all claims, demands, suits, losses, damages and liabilities of any nature whatsoever from claims of third parties, arising out of or relating to the activities of the Authority or the duties of the County, its officers, employees or agents relating to the services to be provided to the Authority pursuant to this Agreement (such claims shall be collectively referred to herein as an "Indemnity Claim"). If an Indemnity Claim arises, then upon demand by the party seeking indemnification, the indemnifying party shall defend such indemnity claim in the name of the indemnified party, if necessary, by the attorneys for the indemnifying party's insurance carrier (if such Indemnity Claim is covered by insurance), otherwise by such attorneys as the indemnifying party selects and the indemnified party approves. Notwithstanding the foregoing if counsel selected by the indemnifying party is not available to represent both parties because of a conflict of interest, after notice to the indemnifying party, the indemnified party may engage its own attorneys to defend it or to assist in its defense, and the indemnifying party shall pay all fees of such attorneys and all costs related to the defense. 4. Priorities of the Authority a. The Authority, to the best of its ability, shall seek to support projects through its tax‐ exempt financing program that: i. Represent a variety of interests, needs, and opportunities ii. Support economic and workforce development iii. Respond to the needs of vulnerable populations 5. Reporting a. The Authority shall produce and distribute an annual report that includes comprehensive summaries of all program activity. The report shall also be available on the Authority’s website. b. The Authority shall make an annual presentation of its program activities at a meeting of the Board of Supervisors. 6. This Agreement shall be effective upon its approval by both the Board of Supervisors and the Authority Board, and upon its execution by both the County and the Authority. 7. This Agreement shall remain and be in full force and effect until terminated by either party in accordance with the provisions of this Agreement. Either the County or the Authority may terminate this Agreement, upon thirty (30) days written notice to the other party; and provided that upon any such termination, the Authority shall be and remain obligated to the County for the payment and reimbursement to the County for any services provided by the County, as provided for by this Agreement, through the date of termination. In Witness Whereof, this Agreement is executed by the parties effective the date first shown above. Maricopa County, a political subdivision of the State of Arizona By: ________________________________ Clint Hickman Chairman of the Board of Supervisors The Industrial Development Authority of the County of Maricopa, an Arizona nonprofit corporation designated by law as a political subdivision of the State of Arizona By: ________________________________ Jim Rounds President Attest: By: ________________________________ Clerk of the Board of Supervisors Attest: By: ________________________________ Secretary/Treasurer Pursuant to A.R.S. § 11‐952D., Approved as to Form and within the powers and authority of the Maricopa County Board of Supervisors By: ________________________________ Deputy County Attorney Pursuant to A.R.S. § 11‐952D., Approved as to Form and within the powers and authority of The Industrial Development Authority of the County of Maricopa County By: ________________________________ Legal Counsel, Clark Hill Dated: ______________________ Dated: July 18, 2023