HomeMy WebLinkAboutResolution 2007-228 IGA with RTA for design and construction of twin peaks interchangeMARANA RESOLUTION N0.2007-228
RELATING TO PUBLIC WORKS; APPROVING AND AUTHORIZING THE INTERGOVERN-
MENTAL AGREEMENT BETWEEN THE REGIONAL TRANSPORTATION AUTHORITY
AND THE TOWN OF MARANA FOR THE DESIGN AND CONSTRUCTION OF THE TWIN
PEAKS INTERCHANGE.
WHEREAS A.R.S.§ 48-5301, et seq., authorizes the Regional Transportation Authority to
act as a regional taxing authority for the purpose of funding multi-model transportation operations
and improvements identified in the Regional Transportation Plan approved on May 16, 2006; and
WHEREAS the Authority is authorized by A.R.S. §§ 48-5304 (16) and 48-5308 to admin-
ister and distribute the regional transportation funds to the members of the Authority and to sell
bonds in furtherance of that purpose to fund those projects or programs identified in the Plan; and
WHEREAS the Town of Marana and the Authority wish to cooperate in the design and
construction of the Twin Peaks Interchange; and
WHEREAS the Mayor and Council of the Town of Marana feel it is in the best interests of
both Pima County and the Town of Marana to enter into this intergovernmental agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE
TOWN OF MARANA, that the intergovernmental agreement between the Town of Marana and
Pima County Regional Transportation Authority attached to and incorporated by this reference in this
resolution as Exhibit A is hereby approved, and the Mayor is hereby authorized to execute it for and
on behalf of the Town of Marana.
IT IS FURTHER RESOLVED that the Town's Manager and staffare hereby directed and au-
thorized to undertake all other and further tasks required or beneficial to carry out the terms, obliga-
tions, and objectives of the intergovernmental agreement.
PASSED and ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this
18th day of December, 2007. - .,,
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Twin Peaks RTA IGA Resolution 12/18/07
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RESOLUTION No. 2008-05
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE PIMA COUNTY REGIONAL
TRANSPORTATION AUTHORITY ADOPTING AN INTERGOVERNMENTAL
AGREEMENT WITH TOWN OF MARANA FOR DESIGN AND CONSTRUCTION OF
TWIN PEAKS INTERCHANGE (RTA #3), A TRANSPORTATION IMPROVEMENT
PROJECT
WHEREAS, the Pima County Regional Transportation Authority (the "RTA") is an
Arizona special taxing district, duly formed and existing, pursuant to A.R.S. 48-5302, et
seq., for the purposes of coordinating multi-jurisdictional cooperation in transportation
planning, improvements and fund-raising as a municipal corporation through taxation and
bonding, with the public's input and voter approval; and
WHEREAS, Town of Marana ("Lead Agency") is a body politic and corporate of the
State of Arizona; and
WHEREAS, pursuant to A.R.S. 48-5309 (A), the RTA adopted, and the voters
approved, a twenty-year, comprehensive, multi-modal regional transportation plan (the
"Plan"); and
WHEREAS, the Lead Agency and the RTA wish to cooperate in the Design and
Construction of Twin Peaks Interchange (RTA #3) ("the Project"); and
WHEREAS, the Project is one of the transportation improvement projects included
in the Plan or is eligible for funding as part of a categorical program included in the Plan;
and
WHEREAS, the RTA and the Lead Agency wish to clarify their respective
responsibilities in the Project, and wish to jointly exercise their powers pursuant to A.R.S.
11-952; and
WHEREAS, pursuant to A.R.S. 48-5304 (18), the RTA has the authority to enter into
agreements to exercise its powers and carry out its responsibilities; and
WHEREAS, staff from the RTA and the Lead Agency have drafted an
intergovernmental agreement, attached hereto as Exhibit A and incorporated herein by this
reference (the "IGA"); and
RTA Resolution No. 2008 -OS page 1 Of 3
WHEREAS, the Board of Directors of the RTA has reviewed the provisions of the
IGA and finds that adopting it is in the best interests of the RTA and is in furtherance of the
Plan.
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the RTA that
the IGA, attached hereto as Exhibit A, is hereby approved and adopted.
BE IT FURTHER RESOLVED that the Executive Director of the RTA is hereby
authorized and directed to take all steps necessary and proper to cooperate with the Lead
Agency on the Project and comply with the IGA.
PASSED AND ADOPTED by the Board of Directors of the Regional Transportation
Authority this 31st of January, 2008.
Paul ~~. Loomis, Board Chair
Certification:
Gary Hayes, the Executive Director of the RTA, hereby certifies and attests that he has
access to the official records of the Board of the RTA, that the foregoing Resolution was
duly adopted by the Board of the RTA, at a duly noticed and public meeting, and that this
Resolution has r~'ot been altered or amended and remains in full force and effect on the
date stated below.
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Gary Hayes, Ecutive D~Ir ctor
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Approved as to form:
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RTA Resolution No. 2008 -OS page 2 Of 3
EXHIBIT A
[Intergovernmental Agreement]
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RTA Resolution No. 2008 -OS Page 3 Of 3
INTERGOVERNMENTALTRANSPORTATION FUNDING AGREEMENT
BETWEEN
THE REGIONAL TRANSPORTATION AUTHORITY OF PIMA COUNTY
AND
THE TOWN OF MARANA
FOR THE
DESIGN AND CONSTRUCTION OF THE
1-10 TWIN PEAKS TRAFFIC INTERCHANGE
This Agreement (hereinafter "the Agreement") is entered into by and between the Regional
Transportation Authority of Pima County ("RTA" or "the Authority"), a special taxing district
formed pursuant to Title 48 Chapter 30 of the Arizona Revised Statutes (A.R.S.), and The Town
of Marana, a municipal corporation of the State of Arizona ("the Lead Agency") pursuant to
A.R.S. & 11-952.
RECITALS
A. A.R.S.§ 48-5301, et seq., authorizes the Authority to act as a regional taxing authority for
the purpose of funding multi-model transportation operations and improvements
identified in the Regional Transportation Plan ("the Plan") approved by the voters at the
special election held in Pima County, Arizona, on May 16, 2006.
B. The governing board of the Authority is composed of representatives of each member of
the regional council of governments in accordance with A.R.S. § 48-5303.
C. Pursuant to A.R.S. § 48-5304 (12), the governing board of the Authority has sole
authority to implement the elements of the Plan.
D. Pursuant to A.R.S. § 48-5304 (13), the governing board of the Authority shall coordinate
the implementation of the Plan among the local jurisdictions.
E. A Regional Transportation Fund was established by the Arizona Legislature per A.R.S. §
48-5307 to be the repository for those funds collected for the purpose of funding the
transportation projects identified in the Plan. ,d~
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F. The Authority is authorized by A.R.S. §§ 48-5304 (16) and 48-5308 to administer. and °",
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distribute the regional transportation funds to the members of the Authority and to sell ':I.,
bonds in furtherance of that purpose to fund those projects or programs identified in the m~;
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G. The Lead Agency, in partnership with the Arizona Department of Transportation °~
pursuant to an Intergovernmental Agreement effective July 20, 2007 (the "ADOT IGA"),
is designing and constructing anew-traffic interchange on Interstate 10 in the vicinity of
Linda Vista Road called the I-10/Twin Peaks Traffic Interchange ("the Project").
H. The Project is one of the transportation projects included in the Plan.
1
I. The Authority intends to partially fund the Project under the terms and conditions
contained in this Agreement and has entered into this Agreement for that purpose.
J. It is the policy of the Authority to require that a lead agency be identified and an
intergovernmental agreement (IGA) be approved and entered into by the Authority and
the lead agency before requests for funding reimbursement or payment can be processed
by the Authority.
K. The Town of Marana has-been identified as the Lead Agency for the Project and will be
responsible for all aspects of project implementation including, but not limited to,
planning, project management, risk management, design, and right of way acquisition.
Pursuant to the ADOT IGA, ADOT is responsible for construction, advertisement, award,
execution and administration of the construction contracts for the Project.
L. The RTA's Administrative Code will control all payments and. other procedures unless
otherwise specified herein.
O. The Authority and the Lead Agency may contract for services and enter into agreements
with one another for joint and cooperative action pursuant to A.R.S. § 11-951, et seq.
NOW, THEREFORE, the Town of Marana and the Authority, pursuant to the above and
in consideration of the matters and things set forth herein, do mutually agree as follows:
AGREEMENT
1. Purpose. The purpose of this Agreement is to set forth the responsibilities of the parties for
the design, construction, maintenance and operation of the Project and to address the legal and
administrative matters among the parties.
2. Project. The Project consists of the design and construction of the I-10/Twin Peaks Traffic
Interchange and related roadways, as is more fully depicted in the maps and documents attached
Exhibit A, including the following:
a) Detailed project scope and schedule.
b) Project budget and cost breakdown of items eligible for reimbursement by the Authority
including any proposed billing of staff time directly attributable to Project.
c) Total amount of RTA funding allowed for the Project plus a breakdown of any other ,~~
regional, local, federal or state funding available. ~;4
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d) Designation of Project phases, if applicable, and any additional related agreements. ~~~;,
e) Estimated construction start date and duration of construction. ,~1,
f) Projected cost reimbursement timeline. ~~~
g) Identification of the Lead Agency's duly authorized representative for signing and ~"~1
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submitting payment requests. ~,~;
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3. Effective Date; Term. This Agreement shall become effective upon filing a fully executed
original with the office of the Pima County Recorder and shall continue in effect until all
improvements constructed pursuant to this Agreement are completed, all eligible reimbursement
payments to the Lead Agency are concluded, and all warranties applicable to the Project have
expired.
2
4. Responsibilities of the Lead Agency. In partnership with ADOT and pursuant to the terms
of the ADOT IGA, attached as Exhibit B, the Lead Agency shall:
a. Be responsible for the design and construction of the Project in accordance with this
Agreement and all applicable public roadway, traffic signal, and street lighting design
and construction standards. Design Standards are federal, state, county or municipal
standards for engineering, traffic, safety or public works facilities design.
b. Be responsible for the contracts for design and construction of the Project and shall
select the consultants and contractors to be used on the Project. The Lead Agency
shall provide the Authority copies of any and all contract documents and related
materials upon request.
c. Be responsible for all traffic management, including public notification, during
construction of the Project.
d. Operate and maintain the improvements during and after completion of construction.
e. Be responsible for all Project costs in excess of the RTA funds contributed to the
Project.
f. Acquire all property needed for the Project.
g. Assume all risks associated with the Project except those that are assigned to another
agency or jurisdiction that has agreed to that assumption.
h. The Lead Agency shallrequire its contractors performing any portion of the Project
to name the Authority as additional insured and additional indemnitee in all of the
Lead Agency's construction contracts for the Project. The Lead Agency shall also
require its contractors to name the Authority as an additional beneficiary in any
performance and payment related assurances posted for the Project.
i. Be responsible for preparing and submitting to the Authority, within the first week of
each month, invoices for payment signed by a duly authorized representative of the
Lead Agency and which include sufficient background information documenting
payments made to contractors, vendors or any other eligible costs identified in this ;al
Agreement or the RTA's Administrative Code. The Lead Agency must retain and
certify all vendor receipts, invoices and any related Project records as needed and '~°'
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.ensure that they are available for review for a minimum of five (5) years after final
payment is made unless otherwise specified herein. ~P,;p
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j. Be responsible for submitting a monthly status report describing the progress of the ;!,li
Project and adherence, to the Project scope, schedule and budget with each request for ~''~
payment.
5. Responsibilities of the Authority.
3
a. Upon receipt of authorized payment requests, the Authority shall convey to the Lead
Agency RTA funds up to the amount specified in Exhibit A on a reimbursement
basis. All payments and reimbursements shall follow the policies outlined in the RTA
Administrative code.
b. The RTA staff will review all monthly statements to confirm that the request is for
reimbursement of costs incurred by the Lead Agency for the Project.. If the Authority
determines that additional information is needed, the Lead Agency will be notified of
the request for additional information within five days of the receipt of the statement
by RTA.
c. Upon approval of the request by the RTA, the invoice will be processed for payment
within ten working days of the invoice submittal.
d. The RTA shall provide all necessary cooperation to its fiscal agent to process all
payment requests from the Lead Agency.
6. Termination. Either party may terminate this Agreement for material breach of the
Agreement by the other party. Prior to any termination under this paragraph, the party allegedly
in default shall be given written notice by the other party of the nature of the alleged default. The
party said to be in default shall have forty-five days to cure the default. If the default is not cured
within that time, the other party may terminate this Agreement. Any such termination shall not ---
relieve either party from liabilities or costs already incurred under this Agreement.
7. Non-assignment. Neither party to this Agreement shall assign its rights under this Agreement
to any other party without written permission from the other party to this Agreement.
8. Construction of Agreement.
a. Entire agreement. This instrument constitutes the entire agreement between the
parties pertaining to the subject matter hereof, and all prior or contemporaneous
agreements and understandings, oral or written, are hereby superseded and merged
herein. Any exhibits to this Agreement are incorporated herein by reference.
b. Amendment. This Agreement may be modified, amended, altered or changed only by
written agreement signed by both parties.
c. Construction and interpretation. All provisions of this Agreement shall be construed "~~'
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to be consistent with the intention of the parties as expressed in the Recitals. '"°°
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d. Captions and headings. The headings used in this Agreement are for convenience pk~li
only and are not intended to affect the meaning of any provision of this Agreement. ~s~'
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e. Severability. In the event that any provision of this Agreement or the application °°~
thereof is declared invalid or void by statute or judicial decision, such action shall
have no effect on other provisions and their application, which can be given effect
,without the invalid or void provision or application, and to this extent the provisions
of the Agreement are severable. In the event that any provision of this Agreement is
4
declared invalid or void, the parties agree to meet promptly to attempt to reach
agreement on a substitute provision.
f. This Agreement is subject to the provisions of A.R.S. § 38-511 relating to conflicts of
interest.
9. Ownership of Improvements. Ownership and title to all materials, equipment and
appurtenances installed pursuant to this Agreement shall vest pursuant to the terms of the ADOT
IGA upon completion of the Project.
10. Legal Jurisdiction. Nothing in this Agreement shall be construed as either limiting or
extending the legal jurisdiction of the Lead Agency or the Authority.
11. No Joint Venture. It is not intended by this Agreement to, and nothing contained 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 the Lead
Agency and any Authority employees, or between Authority and any Lead Agency employees.
Neither party shall be liable for any debts, accounts, obligations nor other liabilities whatsoever
of the other, including (without limitation) the other party's obligation to withhold Social
Security and income taxes for itself or any of its employees.
12. No Third Party Beneficiaries. Nothing in the provisions of this Agreement is intended to
create duties or obligations to or rights in third parties not parties to this Agreement or affect the
legal liability of either party to the Agreement by imposing any standard of care different from
the standard of care imposed by law.
13. Compliance with Laws. The parties shall comply with all applicable federal, state and local
laws, rules, regulations, standards and executive orders, without limitation to those designated
within this Agreement.
a. Anti-Discrimination. The provisions of A.R.S. § 41-1463 and Executive Order Number
99-4 issued by the Governor of the State of Arizona are incorporated by reference as a
part of this Agreement.
b. Americans with Disabilities Act. This Agreement is subject to all applicable provisions
of the Americans with Disabilities Act (Public Law 101-336, 42 U.S.C. 12101-12213)
and all applicable federal regulations under the Act, including 28 CFR Parts 35 and 36. ,~~
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c. Workers' Compensation. An employee of either party shall be deemed to be an J~~;
"employee" of both public agencies, while performing pursuant to this Agreement, for ~~~~
purposes of A.R.S. §23-1022 and the Arizona Workers' Compensation laws. The tip
primary employer shall be solely liable for any workers' compensation benefits, which ~'~'
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may accrue. Each party shall post a notice pursuant to the provisions of A.R.S. §23-906 "~B
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in substantially the following form:
All employees are hereby further notified that they may be required to
work under the jurisdiction or control or within the jurisdictional
boundaries of another public agency pursuant to an intergovernmental
agreement or contract, and under such circumstances they are deemed by
5
the laws of Arizona to be employees of both public agencies for the
purposes of workers' compensation.
14. Waiver. Waiver by either party of any breach of any term, covenant or condition of this
Agreement shall not be deemed a waiver of any other term, covenant or condition, or any
subsequent breach of the same or any other term, covenant, or condition.
15. Force Majeure. A party shall not be in default under this Agreement if it does not fulfill any
of its obligations under this Agreement because it is prevented or delayed in doing so by reason
of uncontrollable forces. The term "uncontrollable forces" shall mean, for the purpose of this
Agreement, any cause beyond the control of the party affected, including but not limited to
failure of facilities, breakage or accident to machinery or transmission facilities, weather
conditions, flood, earthquake, lightning, fire, epidemic, war, riot, civil disturbance, sabotage,
strike, lockout, labor dispute, boycott, material or energy shortage, casualty loss, acts of God, or
action or non-action by governmental bodies in approving or failing to act upon applications for
approvals or permits which are not due to the negligence or willful action of the parties, order of
any government officer or court (excluding orders promulgated by the parties themselves), and
declared local, state or national emergency, which, by exercise of due diligence and foresight,
such party could not reasonably have been expected to avoid. Either party rendered unable to
fulfill any obligations by reason of uncontrollable forces shall exercise due diligence to remove
such inability with all reasonable dispatch.
16. Notification. All notices or demands upon any party to this Agreement shall be in writing,
and shall be delivered in person or sent by mail addressed as follows:
The Authority:
Gary G. Hayes, Executive Director
Regional Transportation Authority
177 N. Church, Suite 405
Tucson, AZ 85701
Town of Marana:
Michael A. Reuwsaat, Town Manager
11555 West Civic Center Drive
Marana, AZ 85653
Phone: 520-682-2654
Fax: 520-682-2654
17. Remedies. Either party may pursue any remedies provided bylaw for the breach of this
Agreement. No right or remedy is intended to be exclusive of any other right or remedy and each
shall be cumulative and in addition to any other right or remedy existing at law or in equity or by
virtue of this Agreement.
18. Counterparts. This Agreement maybe executed in counterparts,. each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument. The
signature pages from one or more counterpart maybe removed from such counterpart and
attached to a single instrument.
In Witness Whereof, The Town Council of the Town of Marana has authorized the
execution of this Agreement under Resolution 2006-97, and the Authority has caused this
Agreement to be executed by its Chair of the Board.
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Regional Transportation Authority of Pima County
Exhibit A
1 RTA Ba11ot/Project Number:
2 RTA Plan Element:
3 RTA Plan Sub-Element (if applicable):
4 TIP Project Number:
5 Project Name:
6 Work Phase Covered by this Exhibit:
(check all that apply)
Ba{lot Item 3
Roadway Improvement Element
NA
76.01, 758A0
Twin Peaks Rd., Silverbei! Rd. to I-10
(including I-10 traffic interchange): Bridge
over Santa Cruz, new 4-lane roadway
connectin to i-10
Planning
Design x
Right of Way x
Construction r- x
Project Management x
Environmental/Other x
7 Project Manager Information (person responsible for status reports):
Name: Keith Brann
Mailing Address: 11555 W. Civic Center Drive, Marina A~ 85653
Telephone Number: 382-2629
Fax. Number: 382-2644
Email Address: kbrann(cz~marana.com
8 Authorized Representative(s) (for signing 8~ submitting pay requests):
Name:
Mailing Address:
Telephone Number:
9 Map of Project Limits Attached?
10 Narrative Description of Project Scope,
including improvements to be made
and project intent (discuss how
project will address problematic areas):
Debbie Pickard, Jana Camp
same
382-2600
Yes
Project consists of a new traffic interchange on I-10 between Cortaro and
Avra Valley interchanges. Also included will be the connection of the
cross street Twin Peaks across the Santa Cruz River and the addition of
a grade separated crossing of the UPRR. Together with a sister project ~;
for Camino De Manana, this revised road network will connect the north a!'
portion of Continental Ranch and Dove Mountain developments to I-10 ~°
with a more efficient route. The Cortaro Interchange is overburdened
with Continental Ranch traffic in addition to regional traffic. The new
interchange better distributes this region's traffic, allowing many existing
routes to also improve their level of service.
1 of 3
Regional Transportation Authority of Pima County
Exhibit A
11 Maximum RTA Project Funding Amount $30,752,000
12 Current RTA Funding Request (this exhibit) $0
13 Total Amount of Previous RTA Requests
14 RTA Funding Remaining
15 Total Project Budget
Planning
Design
Right of Way
Construction
Project Management
Environmental/Other
Total Project Budget (all funding sources):
16 Tottal Project Budget by Funding Source
Planning
Design
Right of Way
Construction
Project Management
Environmental/Other
Total Project Funding (must equal no. 11)
17 Total Project Funding Sources
RTA
STP
12.6 Funds
2.6 Funds
Impact Fees
Bond Funds
General Fund
Federal funding
ADOT funds
Other
$0
$30,752,000
In-House Outsourced Total
$0
$3,000,000 $3,000,000
$14,000,000 $14,000,000
$70,890,000 $70,890,000
$9,000,000 $9,000,000
$0
$0 $96,890,000 $96,890,000
RTA Non-RTA Total
$0
$3,000,000 $3,000,000
$5,000,000 $9,000,000 $14,000,000
$25,752,000 $45,138,000 $70,890,000
$9,000,000 $9,000,000
$o
$30,752,000 $66,138,000 $96,890,000
Total Funding Sources (must equal no. 11):
18 Identify other project components not covered by this agreement (if any):
ADOTiGA
19 Estimated construction start date and
duration of construction: Bid June'08, start Sept'08, 18 month construction duration
20 Expected Reimbursement Schedule: Calendar Year Calendar Year Calendar Year
(related to this exhibit amount only) 2008 2009 2010
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Regional Transportation Authority of Pima County
Exhibit A
January $S,OOO,OOG $1,545,120 $1,030,080
February $1,545,120 $1,030,080
March $1,545,120 $1,030:080
April $1,545,120
May $1,287,600
June $1,287,600
July $1,287,600
August $1,287,600
September $1,287,600
October $2.575,200 $1,287,600
November $2,060,160 $1,287,600
December $1,545,120 $1,287,600
Total $11;180,4813 $16,481,280 $3,090,240
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REGIONAL TRANSPORTATION AUTHORITY OF PIMA COUNTY
Paul H. Loomis, Board chair Date
Town of Marana:
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Ed Honea, Mayor Date
ATTEST:
yn C. ronson, Town Clerk Date
The foregoing agreement between the Town of Marana and the Authority has been approved as
to content and'is hereby recommended by the undersigned.
Gary H
Director
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Date
7
ATTORNEY CERTIFICATION
The foregoing Agreement by and between the Regional Transportation Authority of Pima
County and the Town of Marana has been reviewed pursuant to A.R.S. Section 11-952 by the
undersigned who have determined that it is in proper form and is within the powers and authority
granted under the laws of the State of Arizona to those parties to the Agreement.
Regional Transportation Authority of Pima County:
Thomas Beriavidez, Attorney for the Authority Date
Town of Marana:
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N,IARANA RESOLUTION N0.2007-228
RELATING TO PUBLiC WORKS; APPROVING AND AUTHORIZING THE INTERGOVERN-
MENTAL AGREEMENT BETWEEN THE REGIONAL TRANSPORTATION AUTHORITY
AND THE TOWN OF MARANA FOR THE DESIGN AND CONSTRUCTION OF THE TWIN
PEAKS INTERCHANGE.
WHEREAS A.R.S.§ 48-5301, et seq., authorizes the Regional Transportation Authority to
act as a regional taxing authority for the purpose of funding multi-model transportation operations
and improvements identified in the Regional Transportation Plan approved on May 16, 2006; and
WHEREAS the Authority is authorized by A.R.S. §§ 48-5304 (16)-and 48-5308 to admin-
ister and distribute the regional transportation funds to the members of the Authority and to sell
bonds in furtherance of that purpose to fund those projects or programs identified in the Plan; and
WHEREAS the Town of Marana and .the Authority wish to cooperate in the design and
construction of the Twin Peaks Interchange; and
WHEREAS the Mayor and Council of the Town of Marana feel it is in the best interests of
both Pima County and the Town of Marana to enter into this intergovernmental agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE
TOWN OF MAR.ANA, that the intergovernmental agreement between the Town of Marana and
Pima County Regional Transportation Authority attached to and incorporated by this reference in this
resolution as Exhibit A is hereby approved, and the Mayor is hereby authorized to execute it for and
on behalf of the Town of Marana:
TT IS FURTHER RESOLVED that the Town's Manager and staff are hereby directed and au-
thorized to undertake all other and further tasks required or beneficial to carry out the terms, obliga-
tions, and objectives of the intergovernmental agreement.
PASSED and ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this
18th day of December, 2007. r ~° r
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ATTEST:
°elyn Bronson, Town Clerk
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Twin Peaks RTA IGA.Resolution 11/18/07
INTERGOVERNMENTALTRANSPORTATION FUNDING AGREEMENT
BETWEEN
THE REGIONAL TRANSPORTATION AUTHORITY OF PIMA COUNTY
AND
THE TOWN OF MARANA
FOR THE
DESIGN AND CONSTRUCTION OF THE
1-10 TWIN PEAKS TRAFFIC INTERCHANGE
This Agreement (hereinafter "the Agreement") is entered into by and between the Regional
Transportation Authority of Pima County ("RTA" or "the Authority"), a special taxing district
formed pursuant to Title 48 Chapter 30 of the Arizona Revised Statutes (A.R.S.), and The Town
of Marana, a municipal corporation of the State of Arizona ("the Lead Agency") pursuant to
A.R.S. § 11-952.
RECITALS
A. A.R.S.§ 48-5301, et seq., authorizes the Authority to act as a regional taxing authority for
the purpose of funding multi-model transportation operations and improvements
identified in the Regional Transportation Plan ("the Plan") approved by the voters at the
special election held in Pima County, Arizona, on May 16, 2006.
B. The governing board of the Authority is composed of representatives of each member of
the regional council of governments in accordance with A.R.S. § 48-5303.
C. Pursuant to A.R.S. § 48-5304 (12), the governing board of the Authority has sole
authority to implement the elements of the Plan.
D. Pursuant to A.R.S. § 48-5304 (13), the governing board of the Authority shall coordinate
the implementation of the Plan among the local jurisdictions.
E. A Regional Transportation Fund was established by the Arizona Legislature per A.R.S. §
48-5307 to be the repository for those funds collected for the purpose of funding the
transportation projects identified in the Plan.
F. The Authority is authorized by A.R.S. §§ 48-5304 (16) and 48-5308 to administer and
distribute the regional transportation funds to the members of the Authority and to sell
bonds in furtherance of that purpose to fund those projects or programs identified in the
Plan.
G. The Lead Agency, in partnership with the Arizona Department of Transportation
pursuant to an Intergovernmental Agreement effective July 20, 2007 (the "ADOT IGA"),
is designing and constructing a new traffic interchange on Interstate 10 in the vicinity of
Linda Vista Road called the I-10/Twin Peaks Traffic Interchange ("the Project").
H. The Project is one of the transportation projects included in the Plan.
I. The Authority intends to partially fund the Project under the terms and conditions
contained in this Agreement and has entered into this Agreement for that purpose.
J. It is the policy of the Authority to require that a lead agency be identified and an
intergovernmental agreement (IGA) be approved and entered into by the Authority and
the lead agency before requests for funding reimbursement or payment can be processed
by the Authority.
K. The Town of Marana has been identified as the Lead Agency for the Project and will be
responsible for all aspects of project implementation including, but not limited to,
planning, project management, risk management, design, and right of way acquisition.
Pursuant to the ADOT IGA, ADOT is responsible for construction, advertisement, award,
execution and administration of the construction contracts for the Project.
L. The RTA's Administrative Code will control all payments and. other procedures unless
otherwise specified herein.
O. The Authority and the Lead Agency may contract for services and enter into agreements
with one another for joint and cooperative action pursuant to A.R.S. § 11-951, et seq.
. NOW, THEREFORE, the Town of Marana and the Authority, pursuant to the above and
in consideration of the matters and things set forth herein, do mutually agree as follows:
AGREEMENT
1. Purpose. The purpose of this Agreement is to set forth the responsibilities of the parties for
the design, construction, maintenance and operation of the Project and to address the legal and
administrative matters among the parties.
2. Project. The Project consists of the design and construction of the I-10/Twin Peaks Traffic
Interchange and related roadways, as is more fully depicted in the maps and documents attached
Exhibit A, including the following:
a) Detailed project scope and schedule.
b) Project budget and cost breakdown of items eligible for reimbursement by the Authority
including any proposed billing of staff time directly attributable to Project.
c) Total amount of RTA funding allowed for the Project plus a breakdown of any other
regional, local, federal or state funding available.
d) Designation of Project phases, if applicable, and any additional related agreements.
e) Estimated construction start date and duration of construction.
f) Projected cost reimbursement timeline.
g) Identification of the Lead Agency's duly authorized representative for signing and
submitting payment requests.
3. Effective Date; Term. This Agreement shall become effective upon filing a fully executed
original with. the office of the Pima County Recorder and shall continue in effect until all
improvements constructed pursuant to this Agreement are completed, all eligible reimbursement
payments to the Lead Agency are concluded, and all warranties applicable to the Project have
expired.
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4. Responsibilities of the Lead Agency. In partnership with ADOT and pursuant to the terms
of the ADOT IGA, attached as Exhibit B, the Lead Agency shall:
a. Be responsible for the design and construction of the Project in accordance with this
Agreement and all applicable public roadway, traffic signal, and street lighting design
and construction standards. Design Standards are federal, state, county or municipal
standards for engineering, traffic, safety or public works facilities design.
b. Be responsible for the contracts for design and construction of the Project and shall
select the consultants and contractors to be used on the Project. The Lead Agency
shall provide the Authority copies of any and all contract documents and related
materials upon request.
c. Be responsible for all traffic management, including public notification, during
construction of the Project.
d. Operate and maintain the improvements during and after completion of construction.
e. Be responsible for all Project costs in excess of the RTA funds contributed to the
Project.
f. Acquire all property needed for the Project.
g. Assume all risks associated with the Project except those that are assigned to another
agency or jurisdiction that has agreed to that assumption.
h. The Lead Agency shallrequire its contractors performing any portion of the Project
to name the Authority as additional insured and additional indemnitee in all of the
Lead Agency's construction contracts for the Project. The Lead Agency shall also
require its contractors to name the Authority as an additional beneficiary in any
performance and payment related assurances posted for the Project.
Be responsible for preparing and submitting to the Authority, within the first week of
each month, invoices for payment signed by a duly authorized representative of the
Lead Agency and which include sufficient background information documenting
payments made to contractors, vendors or any other eligible costs identified in this
Agreement or the RTA's Administrative Code. The Lead Agency must retain and
certify all vendor receipts, invoices and any related Project records as needed and
.ensure that they are available for review for a minimum of five (5) years after final
payment is made unless otherwise specified herein.
j. Be responsible for submitting a monthly status report describing the progress of the
Project and adherence. to the Project scope, schedule and budget with each request for
payment.
5. Responsibilities of the Authority.
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a. Upon receipt of authorized payment requests, the Authority shall convey to the Lead
Agency RTA funds up to the amount specified in Exhibit A on a reimbursement
basis. All payments and reimbursements shall follow the policies outlined in the RTA
Administrative code.
b. The RTA staff will review all monthly statements to confirm that the request is for
reimbursement of costs incurred by the Lead Agency for the Project. If the Authority
determines that additional information is needed, the Lead Agency will be notified of
the request for additional information within five days of the receipt of the statement
by RTA.
c. Upon approval of the request by the RTA, the invoice will be processed for payment
within ten working days of the invoice submittal.
d. The RTA shall provide all necessary cooperation to its fiscal agent to process all
payment requests from the Lead Agency.
6. Termination. Either party may terminate this Agreement for material breach of the
Agreement by the other party. Prior to any termination under this paragraph, the party allegedly
in default shall be given written notice by the other party of the nature of the alleged default. The
party said to be in default shall have forty-five days to cure the default. If the default is not cured
within that time, the other party may terminate this Agreement. Any such termination .shall not
relieve either party from liabilities or costs already incurred under this Agreement.
7. Non-assignment. Neither party to this Agreement shall assign its rights under this Agreement
to any other party without written permission from the other party to this Agreement.
8. Construction of Agreement.
a. Entire agreement. This instrument constitutes the entire agreement between the
parties pertaining to the subject matter hereof, and all prior or contemporaneous
agreements and understandings, oral or written, are hereby superseded and merged
herein. Any exhibits to this Agreement are incorporated herein by reference.
b. Amendment. This Agreement may be modified, amended, altered or changed only by
written agreement signed by both parties.
c. Construction and interpretation. All provisions of this Agreement shall be construed
to be consistent with the intention of the parties as expressed in the Recitals.
d. Captions and headings. The headings used in this Agreement are for convenience
only and are not intended to affect the meaning of any provision of this Agreement.
e. Severability. In the event that any provision of this Agreement or the application
thereof is declared invalid or void by statute or judicial decision, such action shall
have no effect on other provisions and their application, which can be given effect
without the invalid or void provision or application, and to this extent the provisions
of the Agreement are severable. In the event that any provision of this Agreement is
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declared invalid or void, the parties agree to meet promptly to attempt to reach
agreement on a substitute provision.
f. This Agreement is subject to the provisions of A.R.S. § 38-511 relating to conflicts of
interest.
9. Ownership of Improvements. Ownership and title to all materials, equipment and
appurtenances installed pursuant to this Agreement shall vest pursuant to the terms of the ADOT
IGA upon completion of the Project.
10. Legal Jurisdiction. Nothing in this Agreement shall be construed as either limiting or
extending the legal jurisdiction of the Lead Agency or the Authority.
11. No Joint Venture. It is not intended by this Agreement to, and nothing contained 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 the Lead
Agency and any Authority employees, or between Authority and any Lead Agency employees.
Neither party shall be liable for any debts, accounts, obligations nor other liabilities whatsoever
of the other, including (without limitation) the other party's obligation to withhold Social
Security and income taxes for itself or any of its employees.
12. No Third Party Beneficiaries. Nothing in the provisions of this Agreement is intended to
create duties or obligations to or rights in third parties not parties to this Agreement or affect the
legal liability of either parry to the Agreement by imposing any standard of care different from
the standard of care imposed bylaw.
13. Compliance with Laws. The parties shall comply with all applicable federal, state and local
laws, rules, regulations, standards and executive orders, without limitation to those designated
within this Agreement.
a. Anti-Discrimination. The provisions of A.R.S. § 41-1463 and Executive Order Number
99-4 issued by the Governor of the State of Arizona are incorporated by reference as a
part of this Agreement.
b. Americans with Disabilities Act. This Agreement is subject to all applicable provisions
of the Americans with Disabilities Act (Public Law 101-336, 42 U.S.C. 12101-12213)
and all applicable federal regulations under the Act,.including 28 CFR Parts 35 and 36.
c. Workers' Compensation. An employee of either party shall be deemed to be an
"employee" of both public agencies, while performing pursuant to this Agreement, for
purposes of A.R.S. §23-1022 and the Arizona Workers' Compensation laws. The
primary employer shall be solely liable for any workers' compensation benefits, which
may accrue. Each party shall post a notice pursuant to the provisions of A.R.S. §23-906
in substantially the following form:
All employees are hereby further notified that they may be required to
work under the jurisdiction or control or within the jurisdictional
boundaries of another public agency pursuant to an intergovernmental
agreement or contract, and under such circumstances they are deemed by
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the laws of Arizona to be employees of both public agencies for the
purposes of workers' compensation.
14. Waiver. Waiver by either party of any breach of any term, covenant or condition of this
Agreement shall not be deemed a waiver of any other term, covenant or condition, or any
subsequent breach of the same or any other term, covenant, or condition.
15. Force Majeure. A parry shall not be in default under this Agreement if it does not fulfill any
of its obligations under this Agreement because it is prevented or delayed in doing so by reason
of uncontrollable forces. The term "uncontrollable forces" shall mean, for the purpose of this
Agreement, any cause beyond the control of the party affected, including but not limited to
failure of facilities, breakage or accident to machinery or transmission facilities, weather
conditions, flood, earthquake, lightning, fire, epidemic, war, riot, civil disturbance, sabotage,
strike, lockout, labor dispute, boycott, material or energy shortage, casualty loss, acts of God, or
action or non-action by governmental bodies in approving or failing to act upon applications for
approvals or permits which are not due to the negligence or willfizl action of the parties, order of
any government officer or court (excluding orders promulgated by the parties themselves), and
declared local, state or national emergency, which, by exercise of due diligence and foresight,
such party could not reasonably have been expected to avoid. Either party rendered unable to
fulfill any obligations by reason of uncontrollable forces shall exercise due diligence to remove
such inability with all reasonable dispatch.
16. Notification. All notices or demands upon any party to this Agreement shall be in writing,
and shall be delivered in person or sent by mail addressed as follows:
The Authority:
Gary G. Hayes, Executive Director
Regional Transportation Authority
177 N. Church, Suite 405
Tucson, AZ 85701
Town of Marana:
Michael A. Reuwsaat, Town Manager
11555 West Civic Center Drive
Marana, AZ 85653
Phone: 520-682-2654
Fax: 520-682-2654
17. Remedies. Either party may pursue any remedies provided by law for the breach of this
Agreement. No right or remedy is intended to be exclusive of any other right or remedy and each
shall be cumulative and in addition to any other right or remedy existing at law or in equity or by
virtue of this Agreement.
18. Counterparts. This Agreement maybe executed in counterparts,. each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument. The
signature pages from one or more counterpart may be removed from such counterpart and
attached to a single instrument.
In Witness Whereof, The Town Council of the Town of Marana has authorized the
execution of this Agreement under Resolution 2006-97, and the Authority has caused this
Agreement to be executed by its Chair of the Board.
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REGIONAL TRANSPORTATION AUTHORITY OF PIMA COUNTY
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Paul H. Loomis ,.:Board Chair Date
Town of Marana•
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Ed Honea,, Mayor` Date
ATTEST:
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elyn C. onson, Town Clerk Date
The foregoing A Bement between the Town of Marana and the Authority has been approved as
to content and ' hereby recommended by the undersigned. -
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. Garv Have .Exec iv Director Date
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ATTORNEY CERTIFICATION
The foregoing Agreement by and between the Regional Transportation Authority of Pima
County and the Town of Marana has been reviewed pursuant to A.R.S. Section 11-952 by the
undersigned who have determined that it is in proper form and is within the powers and authority
granted under the laws of the State of Arizona to those parties to the Agreement.
Regional Transportation Authority of Pima County:
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Thomas Benavidez, Attorney for the Authority
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Date
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Date
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Town of Marana•