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Last revised: July 25, 2023
1
INTERGOVERNMENTAL AGREEMENT
BETWEEN
THE CITY OF PHOENIX
AND
MARICOPA COUNTY
FOR
FACILITY ACCESS AND USAGE OF
PHOENIX PD EMERGENCY
OPERATIONS CENTER
AGREEMENT NO. ___________________
MARICOPA COUNTY C-50-24-___-X-00
This Intergovernmental Agreement (“IGA”) is entered into this
day of
, 20 _ , by and between the City of Phoenix, for and on behalf of the
Phoenix Police Department (the “City”), and Maricopa County (the “County”). Throughout
this Agreement, the City and the County individually may be referred to as “Party” and
may be referred to collectively as “Parties” to this Agreement.
RECITALS
WHEREAS, the City Manager of Phoenix, is authorized and empowered by provisions of
the City Charter to execute contracts; and,
WHEREAS, the Parties are and empowered to enter into intergovernmental agreements
for the provision of services or for joint or cooperative action pursuant to Arizona Revised
Statutes (A.R.S.) §11-952. The City is also authorized and empowered pursuant to
Chapter 2, Section 2 (i), of the Charter of the City of Phoenix; and,
WHEREAS, agreements for intergovernmental cooperation in public safety areas,
including operations and management of fire and police, or the public safety related
agencies have existed between municipalities and governmental jurisdictions; and,
WHEREAS, it is the desire of the municipalities, governmental jurisdictions, and agencies
participating in this Agreement, to work together for mutual benefit of the public, parties
community and all of the parties personnel; and,
WHEREAS, the County desires facility access and usage to conduct driver training for its
Sworn Academy Students on the grounds of the Phoenix Police Department Emergency
Vehicle Operations Center.
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AGREEMENT
NOW THEREFORE, in consideration of the mutual promises, inducements, covenants,
agreements, conditions and other good and valuable consideration, the receipt and
sufficiency which is acknowledged, the Parties agree as follows:
ARTICLE I. PURPOSE
The purpose of this agreement is to grant the County the right to enter upon City property
and use City facilities for driver training for its Sworn Academy Students, including MCSO
Deputy Sheriffs and Recruits.
ARTICLE II. STATEMENT OF SERVICES, COORDINATION AND PROPERTY
1. Statement of Services:
The City grants the County the right to enter upon City property for driver training.
The Parties further agree that the facility use will be limited to driver training. It will require
access to, and usage of, those EVOC facilities and equipment, including vehicles, that
can reasonably accomplish the County's mission. Any other type of training will be
coordinated with the City on a case by case basis.
The Parties agree that the City does not grant the right to use timber or any other products
of the land. County will not modify any terrain or vegetation on the property. This includes,
but is not limited to, digging, entrenching, and ground disturbing activities. The Parties
agree that County law enforcement personnel will only travel and park vehicles in
designated areas and travel upon approved/authorized roads or areas. All equipment,
vehicles, supplies and other County property placed at the EVOC will be removed before
the expiration of this Agreement, or within a reasonable time thereafter if unforeseen
circumstances prevent prompt removal.
Prior to any such entry, use or occupancy, the County shall promptly notify the City prior
to any use. Direct notification by MCSO to PPD points of contact (POC) is authorized.
Normal operations permitting, the City will grant access to the property to the County's
representatives at least seventy-two (72) hours prior to the training to inspect and
evaluate the suitability and safety of the property for the proposed training.
The Parties agree to conduct a walkthrough of the property prior to and immediately
following the conclusion of the training to conduct a visual inspection of the property and
determine the existence of any damage to the property.
2. Training Operations Coordinating Information:
County is responsible for planning and handling the coordination for each training
exercise and is responsible for providing the contact information of the assigned
Exercise Coordinator for each training event. County will provide continuous liaison and
coordination during the use of the Property and shall meet to discuss any required
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preparations and the scope of the training activities before the commencement of each
exercise. Safety is of the highest concern during all phases of the exercises. No training
will be conducted at the expense of safe and sound operating procedures. County will
be responsible to coordinate all arrangements with local medical and emergency
facilities in the event there may be any actual mishap. County will provide initial
containment and begin initial documentation for any spills, no matter the size or
quantity, associated with the exercises and notify City of such spills as soon as
practicable but prior to departure from the Property. Any spill quantity reaching external
agency reporting thresholds will be done by County as specified by and in accordance
with applicable federal and state requirements. County will also be responsible to
provide spill or hazardous waste response in accordance with all applicable federal and
state requirements.
3. Property:
The Property subject to this Agreement consists of certain City owned property operated
by the City of Phoenix Police as follows:
Emergency Vehicle Operations Center located at 8645 W. Broadway Rd
Phoenix, AZ 85353
ARTICLE III. TERM OF THE AGREEMENT
1. Term:
This Agreement shall commence on the Effective Date referenced above, regardless
of the date of recordation with the Maricopa County Recorder’s Office and shall
continue in force for one (1) year or until terminated by formal act of the Parties.
2. Termination:
This Agreement may be terminated at any time by mutual written consent, or by either Party,
with or without cause, and upon giving thirty days official written notice to the other Party.
ARTICLE IV. GENERAL TERMS AND CONDITIONS
1. Governing Law; Forum; Venue:
This Agreement is executed and delivered in the State of Arizona, and the substantive
laws of the State of Arizona (without reference to choice of law principles) will govern
their interpretation and enforcement. Any action brought to interpret or enforce any
provision of this Agreement that cannot be administratively resolved, or otherwise
related to or arising from this Agreement, will be commenced and maintained in the
state or federal courts of the State of Arizona, Maricopa County, and each of the
Parties, to the extent permitted by law, consents to jurisdiction and venue in such
courts for such purposes.
2. Implied Contract Terms:
Each and every provision of law and any clause required by law to be in this Contract
shall 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
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the application of either Party, the Agreement shall be physically amended to make
such insertion or correction.
3. Parole Evidence:
This Agreement is intended by the undersigned Parties as the final expression of their
agreement and is intended to be the complete and exclusive statement of the terms
of the agreement between the Parties. No course of prior dealings between the
Parties and no usage in the trade shall be relevant to supplement or explain any term
used in this Agreement. Acceptance or acquiescence in a course of performance
rendered under this Agreement shall not be relevant to determine the meaning of this
Agreement even though the accepting or acquiescing Party has knowledge of the
nature of the performance and the opportunity to object.
4. Third-Party Beneficiary Clause:
The Parties expressly agree that this Agreement is neither intended by any of its
provisions to create any right of the public or any member thereof as a third Party
beneficiary who is not an individual participating in the MCSO Sworn Academy, nor to
authorize anyone not a Party, other than individuals participating in the MCSO Sworn
Academy, to this Agreement to maintain a suit for personal injuries or property damage
pursuant to the terms or provisions of this Agreement.
5. Transactional Conflict of Interest:
In addition to any termination and cancellation provisions, the Parties reserve all rights
that each may have to cancel this Agreement for possible conflicts of interest under
A.R.S. § 38-511, as amended.
6. Fund Appropriation Contingency:
The Parties understand that the continuation of this Agreement is subject to the budget
of the Parties providing for the contract item as an expenditure. The Parties cannot
assure that the budget item for funding this Agreement will be approved in the future.
In such event, either Party may terminate this Agreement.
7. No Joint Venture:
No term or provision in this Agreement is intended to create a partnership, joint venture
or agency arrangement between any of the Parties.
8. Assignment and Delegation:
Neither this Agreement, nor any of its rights or obligations, may be transferred or
assigned by either Party without the prior written consent of both Parties. Any attempt
to assign this Agreement without prior written consent will be void and may result in
penalties up to and including termination of the Agreement. The City agrees to allow
to the County to use the course under MCSO supervision.
9. Entire Contract; Amendment, No Oral Modification:
This Agreement constitutes the complete agreement of the Parties. It supersedes all
previous representations, understandings, and agreements, written or oral, relating to
the subject matter of this Agreement. This Agreement and its terms may not be
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modified or changed except in writing signed by both Parties.
10. Invalidity of Any Provisions:
This Agreement will remain in effect even if one or more of its terms or provisions have
been held to be invalid or unenforceable. Such a holding will result in the offending
term or provision being ineffective to the extent of this Agreement, which would
subsequently be construed as though the invalid or unenforceable term or provision
never existed. Upon discovery by either Party of invalid terms or provisions, written
notice will be given to the other Party within ten (10) business days.
11. Independent Contractor Status:
The Parties agree that neither Party shall be deemed to be an employee or agent of
the other Party to this Agreement and that the relationship created by this Agreement
is that of independent contractors. To the extent applicable by law, neither County nor
any of County’s agents, employees or helpers will be deemed to be the employee,
agent, or servant of the City. To the extent applicable by law, neither City nor any of
City’s agents, employees or helpers will be deemed to be the employee, agent, or
servant of the County.
12. Workers’ Compensation:
Pursuant to A.R.S. §23-1022(D), for the purposes of workers’ compensation
coverage, all employees of each Party covered by this Agreement shall be deemed to
be an employee of all Parties. The agency which regularly employs an employee
entitled to workers’ compensation arising out of work associated with this Agreement
shall be the agency solely liable for payment of all workers’ compensation and related
benefits.
13. Severability: The provisions of this Contract are severable to the extent that any
provision or application held to be invalid shall not affect any other provision or
application of the Contract which shall remain in effect without the invalid
provision or application.
14. Non-Waiver:
Any City delay or failure to exercise or enforce any right, power, privilege, or remedy
under this Agreement may not be deemed a waiver, release, or modification of the
requirements of this Agreement or any of its terms or provisions.
15. Compliance with Laws:
The County will comply with all existing and subsequently enacted federal, state and
local laws, ordinances, codes, and regulations that are, or become applicable to this
Agreement. If a subsequently enacted law imposes substantial additional costs, a
request for an amendment may be submitted pursuant to this Agreement.
16. Drug Free Workplace:
The Parties will comply with the Drug Free Workplace Act of 1988 and will permit
inspection of its personnel records to verify such compliance. A Party’s breach of the
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above-mentioned warranty shall be deemed a material breach of the Agreement and
may result in the termination of the Agreement.
17. Immigration Requirements:
The Parties will comply with the Immigration Reform and Control Act of 1986 (“IRCA”)
and will permit inspection of its personnel records to verify such compliance. To the
extent applicable under A.R.S. § 41-4401, each Party warrants compliance with all
federal immigration laws and regulations that relate to its employees and compliance
with the E-verify requirements under A.R.S. § 23-214(A). Each Party has the right to
inspect the papers of the other Parties participating in this Agreement to ensure
compliance with this paragraph. A Party’s breach of the above-mentioned warranty
shall be deemed a material breach of the Agreement and may result in the termination
of the Agreement.
18. Disposition of Property:
Upon cancellation or termination of this agreement, each party will retain ownership
of their solely provided property for the purposes of disposing of property on such
partial or complete termination.
19. Legal Worker Requirements:
The City is prohibited by Arizona Revised Statutes § 41-4401 from awarding an
agreement to any organization who fails, or whose subcontractors fail, to comply with
Arizona Revised Statutes § 23-214(A). Therefore, the County shall ensure that:
19.1.
Each subcontractor the County uses warrants their compliance with all
federal immigration laws and regulations that relate to their employees
and their compliance with Arizona Revised Statutes § 23-214,
19.2.
A breach of warranty will be deemed a material breach of the Agreement
and is subject to termination of the Agreement by the City.
19.3.
The City will have the legal right to inspect the papers of the County and
any County contractor or subcontractor who work(s) on this Agreement to
ensure that the County or County contractor or subcontractor is complying
with this Section.
ARTICLE V. PAYMENTS
1. Total Charges and Fees:
County will conduct the training exercises and all associated activities at its sole cost
and expense, including, but not limited to, all work necessary for planning, selection
of support personnel and equipment, scheduling, and management and execution of
the Training. City shall bear no cost of the same.
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ARTICLE VI. INDEMNIFICATION AND RISK RELEASE
1. Liability:
If any action of County's employees, affiliates, agents, contractors, or subcontractors
in the exercise of this Agreement results in damage to the real property, County will
either repair such damage or make an appropriate settlement with the City. In no
event shall such repair or settlement exceed the fair market value of the fee title to
the real property at the time immediately preceding such damage. County's liability
under this clause is subject to the availability of appropriations for such payment, and
nothing contained in this agreement may be considered as implying that County's
funding sources will at a later date appropriate funds sufficient to meet any
deficiencies.
The provisions of this clause are without prejudice to any rights the City may have to
make a claim under Arizona Revised Statutes §12-820 through §12-826, as
appropriate, for any damages other than those provided for herein.
The City shall not be responsible or liable for injuries to persons or damage to persons
or property when such injuries or damages are caused by or result from County's use
of the premises under the terms of this Agreement and are not due to the negligence
of the City.
Notice of Hazardous Conditions. City makes no representation that the Property
is suitable for performing the desired exercises. County representatives will inspect
and evaluate the suitability and safety of the Property prior to each approved training
exercise. County acknowledges that the Property may contain hazardous
conditions. Any question of City's liability for damage or destruction to County
property or equipment, or injury to or death of County employees, affiliates, agents,
contractors, or subcontractors, will take into account City's lack of any
representations regarding the suitability and safety of the Property, the duty of the
County to inspect and evaluate the Property, and the County notification of possible
hazardous conditions when considering whether City breached any duty owed to
County that resulted in damage or injury.
2. 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) (“Claims”), 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.
Each party must use its best efforts to cause all contractors (each an “Additional
Indemnitor”) to indemnify, defend, save and hold harmless the other party from and
against any and all Claims caused, or alleged to be caused, in whole or in part, by
the negligent or willful acts or omissions of the Additional Indemnitor [and persons for
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whom they are vicariously liable].
Indemnifications Survive. The provisions of this Agreement wherein a Party has
explicitly indemnified the other Party shall survive the expiration or earlier termination
of this Agreement.
ARTICLE VII. NOTICES
1. Any notice, consent, or other communication (“notice”) required or permitted under this
Agreement must be in writing and either delivered in person, sent by facsimile
transmission, deposited in the United States mail, postage prepaid, registered or
certified mail, return receipt requested, or deposited with any commercial air courier
or express service addressed as follows:
CITY:
County:
Phoenix Police Department Jen Pokorski, County Manager
620 W. Washington St. 4th Floor 301 W Jefferson
Phoenix, AZ 85003
Attn: Michael G. Sullivan
Phoenix Police Chief
MCSO
Telephone: (602) 262-7626
Maricopa County Sheriff's Office
Fax: (602) 495 0356 Chief Financial Officer
Fax: (602) 495-0356 550 W Jackson Street 5h Floor
Phoenix, AZ 85003
Telephone: 876-1614
Notice will be deemed received at the time it is personally served or, on the day it is
sent by facsimile transmission or, upon deposit with any commercial air courier or
express service or, if mailed, ten (10) days after the notice is deposited in the United
States mail as provided above. Either Party may change its mailing address, fax
number, or the contact information for the person to receive notice by notifying the
other Party as provided herein. Notice sent by facsimile transmission must also be
sent by regular mail to the recipient at the above address. This requirement for
duplicate notice is not intended to change the effective date of the notice sent by
facsimile transmission.
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IN WITNESS WHEREOF, this Agreement is executed as provided below. Further, in signing this
Agreement, the signatories below affirm and attest that they are authorized to execute this
Agreement on behalf of their respective Party.
CITY OF PHOENIX,
Maricopa County,
an Arizona Municipal corporation A political subdivision of the
State of Arizona
Jeffrey Barton, City Manager
By:
BY:
Michael G. Sullivan
Clint Hickman
Interim Police Chief
Chairman, Board of Supervisors
Date:
Date:_______________________
ATTEST:
ATTEST:
__________________________
City Clerk
Clerk of the Board
________________________
Date Date
Maricopa County Sheriff
_____________________________
Paul Penzone Date
In accordance with A.R.S. §11-952 (D), this Agreement has been reviewed by each of the undersigned
attorneys who have determined that, as to their respective clients only, it is in proper form and is within the
powers and authority granted under the laws of the State of Arizona.
APPROVED AS TO FORM:
Julie M. Kriegh, City Attorney
Maricopa County Attorney
By: _________________________
By:_______________________
David Lavelle
Assistant Chief Counsel
Deputy County Attorney
Date: _________________, 2023
Date: ____________________, 2023