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HomeMy WebLinkAboutResolution 2005-035 IGA with pima county for marana cultural and heritage park project MARANA RESOLUTION NO. 2005-35 RELATING TO PARKS AND RECREATION; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT WITH PIMA COUNTY FOR THE MARANA CULTURAL AND HERITAGE PARK PROJECT. WHEREAS, the 2004 Pima County Bond Ordinance (Pima County Ordinance No. 2004-18) allocated $1,000,000 in Pima County Bond proceeds for the design and construction ofthe Marana Cultural and Heritage Park Project; and WHEREAS, the total cost of the Marana Cultural and Heritage Park project is currently es- timated at approximately $8,915,000 with $7,915,000 coming from Town of Maran a CIP funding, Town of Marana park impact fees, and other community contributions; and WHEREAS, Pima County staff has provided a proposed form of intergovernmental agree- ment between Pima County and the Town of Marana for the Marana Cultural and Heritage Park Pro- j ect; and WHEREAS, the Mayor and Council ofthe Town of Maran a find that it is in the best inter- ests of the public to enter into the proposed 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, 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 Mar ana. IT IS FURTHER RESOLVED that the Town's Manager and staff are hereby directed and authorized to undertake all other and further tasks required or beneficial to carry out the terms, obli- gations, and objectives of the aforementioned intergovernmental agreement. PASSED, ADOPTED, and APPROVED by the Mayor and Council Arizona, this 5th day of April, 2005. ATTEST: M'!yor 0 b ....\,"nrr'r/~ ~, OF~· ~~ § ~~,\\'''rr',,~ ~ ~ ~O~-~ ~"! ~ ::: ~ ¡CORPORATE ~~ ~ _ == 000 ~,... - - - - - :; SEAL;: - ~ ~ I;: ~ ~ ~ ~ ~ "!I ~lllIm"\~ § ~ ~/Z 1~"~ ~1/lliI"\\~ FJC:cds 3/28/05 CON Tr' _T NQ. o/ AMENDMENT NO, This numcer m,;; a:csar on all Invoices, cor e;; _ and documents a ca , 1� this contract, J Intergovernmental Agreement between Pima County and the Town of Marana for the Marana Cultural and Heritage Park Project This Agreement is entered into by and between Pima County, a body politic and corporate of the State of Arizona ( "County" ) and the Town of Marana ( "Marana ") pursuant to Arizona Revised Statutes (A.R.S.) Section 11 -952. Recitals A. County and Marana are authorized by A.R.S. § 11 -932 to design and build parks. B. County and Marana wish to cooperate in the design and construction of the Marana Cultural and Heritage Park (the " Project "). County and Marana may contract for services and enter into agreements with one another for joint or cooperative action pursuant to A.R.S. § 11 -952. C. A Special Bond Election was held in Pima County on May 18, 2004 in which the citizens of Pima County voted to approve the issuance of Pima County General Obligation Bonds to fund various public projects. D. Pima County Ordinance No. 2004 -18 (the " Bond Ordinance ") lists the Project as an approved 2004 bond - funded project (see Ordinance No. 2004 - 18(VII)(D)(1)(d)(4.39), Town of Marana Parks, Cultural and Heritage Park). The Bond Ordinance allocates $1,000,000 in bond proceeds for the Project. This amount, less $10,000 which shall be retained by the County to recover a portion of the County's administrative costs associated with this project, shall be referred } to herein as the " Allocated Maximum Amount The Allocated Maximum Amount is $990,000. E. The Project is currently estimated to cost approximately $8,915,000. The Bond Ordinance states other funding in the amount of $7,915,000 will be provided by Marana, in part, from the Town of Marana CIP ($1,250,000), the Town of Marana 4. Impact Fees ($5,000,000), and community contributions totaling $715,000. F. Projects constructed in whole or in part with bond proceeds are subject to the guidelines for bonding disclosure, accountability and implementation of County {00000595.DOC /} Page 1 of 15 bond projects in other jurisdictions contained in Pima County Code Chapter 3.06 and in the Bond Ordinance. G. Marana shall advertise, award, execute and administer the design and construction contracts for the Project and shall, after completion of the Project, operate and maintain it for the purposes described in the Bond Ordinance for at least twenty - five years. H. County will reimburse Marana in an amount not to exceed the Allocated Maximum Amount, for actual, documented Project - related expenses (other than Marana's administrative costs) not reimbursed from other funding source. I. Construction of the Project is currently scheduled to commence on or before July 1, 2005, subject to acquisition of all necessary permits, easements and environmental clearances, and is currently estimated to be completed approximately 24 months after the start of construction. Agreement NOW THEREFORE, County and Marana, pursuant to the above, and in consideration of the matters and things hereinafter set forth, do mutually agree as follows: 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 legal and administrative matters among the parties. 2. Project. The Project consists of the design and construction of the Project as described in the Bond Ordinance: 4.39 Cultural and Heritage Park Location: In the vicinity of Tangerine Road and the Santa Cruz River. Scope: The scope encompasses the planning, design, construction, and restoration of over 120 acres of open space into passive recreation and celebration of heritage. Benefits: The Town's mission with regard to its heritage and cultural resources is to preserve, celebrate and 4 appreciate the cultures and history of the Marana area. This park will attempt to recreate some of what has been 2 lost while at the same time creating a new civic and 4 museum district for the residents of the area to utilize. The park is slated to include a farmers market, an amphitheater, museums, a community garden, a working farm and public buildings for civic groups. The location of the park is central to the Town of Marana but of close t00000595.DOC /} Page 2 of 15 proximity and benefit to unincorporated County residents on the east and west of the Town and for City of Tucson residents who live in the northern portions of the City. Costs: $8,915,000 with Planning /Design being $1,200,000, Construction being $7,000,000, and Other being $715,000. Bond Funding: $1,000,000 Other Funding: $7,915,000, with the Town of Marana C.I.P. providing$1,250,000, Town of Marana Impact Fees providing $5,000,000, and community contributions totaling $715,000. Project Duration: Planning /Design at 12 to 24 months and Construction at 12 to 24 months. Implementation Period:2, 3, 4 Project Management: The Town of Marana will manage the project, pursuant to an intergovernmental agreement between Pima County and Marana. The Town will also execute intergovernmental agreements with The Arizona Historical Society and Arizona State Land Office. Future Operating and Maintenance Costs: Operating and maintenance impact to the Town of Marana is $350,000 per year. 3. Design and Construction Responsibilities. Marana shall design and construct the Project in accordance with the plans and specifications cooperatively reviewed and approved by the parties, as described below. a. Standards. Marana shall design and construct the Project in compliance with all applicable building standards and codes, in compliance with Title 34 of the Arizona Revised Statutes, and in a good and workmanlike manner. b. Public Art. Marana shall manage the Pima County Public Art Program for the Project in compliance with the Pima County Board of Supervisors Policy C3.3 and Pima County Administrative Procedure 3 -16. ,4 1 100000595.DOC /} Page 3 of 15 c. Environmental Compliance. Marana shall prepare and incorporate into the planning, design, and construction of the Project, responses to all applicable local, state and federal environmental requirements, including but not Iimited to hydrologic and geotechnical investigations, compliance with the Pima County Native Plant Preservation Ordinance, protection of species identified by the Arizona Game & Fish Department and the U.S. Department of Fish and Wildlife Service as being endangered, threatened, or of concern (such as the cactus ferruginous pygmy -owl), and compliance with the National Pollution Discharge Elimination System (including preparation of a Storm Water Pollution Prevention Plan). d. Cultural Resources. Marana shall consider potential impacts to cultural and historical resources in the Project planning and design phases through inventory, evaluation and impact assessment, and seek to avoid impacts to these resources in accordance with applicable local, state, and federal historic preservation laws and regulations. If impacts are unavoidable, a mitigation treatment plan will be prepared in consultation with Pima County, the State Historic Preservation Office, and other agencies as appropriate, and implemented prior to construction. 4. Design. a. Consultants. If consultants are employed to design any portion of the Project, Marana shall prepare the contracts for design and choose the consultants. Marana shall have the usual rights of the owner of a public design contract, including the authority to approve changes and make payments, subject to coordination with the County, as described below. b. Design Standards and Features; Cooperation. County and Marana shall meet to coordinate design standards (meaning the applicable codes and industry standards that apply to the Project) and design features (meaning the elements to be included in the Project) prior to the preparation of final plans and specifications. The parties shall work cooperatively to agree upon the Project design. County design and field personnel shall work with their counterparts in Marana for coordination purposes. Coordination shall include meetings and information exchanges between corresponding personnel at all levels for the Project. 5. Review of Bids; Termination. Marana shall solicit bids, and award construction 4 contracts in compliance with Title 34 of the Arizona Revised Statutes. S a. County Review. Marana shall provide County the opportunity to review and 4 comment on the solicitations for all construction contracts for the Project, including relevant scopes of work, prior to the issuance of such solicitations by Marana. (00000595.DOC /) Page 4 of 15 b. Bids in Excess of Available Funds. If the lowest responsible bid exceeds the available funds for the Project, the parties shall conduct a joint review of the bids immediately following opening and consult upon a course of action. The parties may terminate this agreement by mutual consent. If the parties agree to continue with the Project at the higher cost, the Bond Ordinance and this Agreement will need to be amended as provided in Section 21 below. c. Division of Costs. If, upon joint review of the bids, the parties elect to not proceed with the Project and this Agreement is terminated by mutual consent (whether pursuant to paragraph (a) above, or otherwise), the costs incurred prior to such termination shall be allocated equally to Marana and County. b. Construction. Marana shall administer the construction contracts for the Project in accordance with the requirements of Title 34 and in accordance with the Construction Schedule (as defined below). Marana shall have the usual rights of the owner of a public construction contract. a. Construction Schedule. Marana shall be responsible for preparing a construction schedule (the " Construction Schedule ") showing the anticipated timing and duration of each stage of construction. A preliminary Construction Schedule shall be provided by Marana to County within thirty days after recordation of this Agreement. A final Construction Schedule shall be established and provided to County within thirty days after award of the construction contract(s) by Marana. This Construction Schedule may be combined with the Reimbursement Schedule described later in this Agreement. b. Change Orders and Amendments. Marana shall consult with County on all requests for change orders and contract amendments with an estimated cost of more than $10,000, prior to approving or signing them. c. Contract Claims. Marana shall afford County the opportunity to review and comment on all contract claims prior to resolution thereof. d. Signage. County shall have the right to install signage at the construction site in a location of its choosing, provided that the sign does not interfere with the construction, announcing that the Project is a County bond - funded project, and listing the names of the members of the Board of Supervisors. 7. Utility Relocations. Marana shall coordinate all utility relocations for the Project. 1 8. Rights of Way and Construction Easements. Marana shall acquire, either by 4 1 IN purchase or through its power of eminent domain, all rights of way and construction easements necessary for the Project. 4 9. Right of Entry. Execution of this Agreement by the parties grants the County the right to enter upon property owned by Marana for the purposes of inspection of the Project as set forth herein. 100000595.DOC /} Page 5 of 15 10. Project Permits. Marana shall obtain any approval, permission or permits necessary for the Project. Each party shall cooperate with the other to obtain all permits necessary for completion of the Project and shall waive all fees associated with said permits. 11. Public Participation. County and Marana shall cooperatively manage the public participation processes for the Project. The Marana shall coordinate all publicity or public participation activities with County and shall coordinate all public meetings on the Project in compliance with the Pima County Board of Supervisors Policy 3.5, Notification to Board of Supervisors of Public Meetings to be Held in their District and Pima County Administrative Procedure 3.8, Implementation of Pima County Policy 3.5, copies of which are attached hereto as Exhibit A . 12. County Contribution. Marana shall acknowledge the County's contribution to the Project at any public participation event in a form approved by County. Examples of acceptable forms of recognition include, but are not limited to, signs, permanent plaques, opening ceremonies and press releases. 13. Project Manager and Representatives. Marana shall furnish a Project Manager for the Project and County shall designate a representative (the " County Liaison ") to be a liaison with the Project Manager during construction of the Project. 14. Disputes. In the event the Project Manager and County Liaison disagree on any aspect of the Project, the issue in dispute shall be submitted to the County Administrator and Marana's Mayor for resolution. 15. Financing of the Project. County shall reimburse Marana for Project expenses (which shall not include Marana's administrative costs), in the manner set forth herein, up to the Maximum Allocated Amount, and according to the expense allocation in the Bond Ordinance. No County bond funds in excess of the amount set forth herein and in the Bond Ordinance may be expended for the Project without the prior amendment of the Bond Ordinance and this Agreement by the Board of Supervisors. Marana shall pay all costs of the Project in excess of the Allocated Maximum Amount. 16. Reporting and Payment Responsibilities. 1 F� a. Reimbursement Schedule. Marana shall, within thirty (30) days after recordation of this Agreement, submit to County a preliminary schedule (the 4 " Reimbursement Schedule ") showing the anticipated dates and amounts of tl requests from Marana for reimbursement of project expenses incurred and paid b 4. y Marana ( " Reimbursement Requests "). A final reimbursement schedule shall be established and submitted within thirty (30) days after award of the 4 construction contrast(s). The Reimbursement Schedule may be combined with the Construction Schedule. 100000595.DOC /} Page 6 of 15 b. Reimbursement Requests. Within 10 days of the end of each month, starting on the date indicated in the Reimbursement Schedule, Marana shall submit to County a Reimbursement Request, together with supporting documentation, in accordance with the Reimbursement Schedule, for Project expenses paid by Marana since the last Reimbursement Request. As Project Manager, Marana shall be responsible for verifying the accuracy of all invoices submitted by contractors, and shall, as part of its Reimbursement Requests, certify that said invoices have been paid by Marana (less any retention held by Marana) prior to requesting reimbursement from the County. C, Payment of Reimbursement Requests. County shall review each monthly Reimbursement Request and, if County does not approve the request, County shall notify Marana of its disapproval, and the reason for it, within seven (7) days after receipt of the Reimbursement Request. If County does not disapprove the Reimbursement Request, County shall pay the Reimbursement Request within twenty-one (21) days after receipt of the Reimbursement Request (except as set forth below with respect to the final accounting and payment). d. Monthly Progress Reports. Each month, at the same time Marana submits its Reimbursement Request, it shall also submit a progress report (the "Progress Report") in the format shown on Exhibit B attached hereto. Marana shall submit a Progress Report each month of the Project even if Marana is not seeking reimbursement for the preceding month. e. Submittal of Reports. All Reimbursement Requests and Progress Reports shall be submitted to: Pima County CIP Coordinator 201 N. Stone, 6 Floor Tucson, Arizona 85701 f. Delays. Marana shall promptly notify the County at any time that Marana becomes aware of a potential Project delay that may cause a deviation from the Reimbursement Schedule and/or the Construction Schedule. In the event of any deviation from the Reimbursement Schedule, County and Marana shall establish a new Reimbursement Schedule, consistent with Federal Treasury Regulations. Upon notification by Marana that work on the Project can resume at a mutually, agreed upon time and in accordance with the amended Reimbursement 2 Schedule approved by the parties, the County will resume reimbursing Marana for Project costs. IN g. Final Report & Accounting. Within ninety (90) days after completion and final ,2 acceptance of the Project by Marana, Marana shall submit to County: (1) a final report describing the Project as constructed and summarizing its history (i.e., who designed, constructed, provided public art, funding sources, description of public participation, purpose and public benefit of the Project, etc.), along with photographs and final as built drawings; (2) a detailed final accounting t 00000595.DOC /} Page 7 of 15 statement of the funds expended on the Project, along with a final Reimbursement Request if needed. County shall have fifteen (15) days after receipt of this final accounting to disapprove the Reimbursement Request. If County does not disapprove the Reimbursement Request, it shall pay the request within forty -five (45) days of receipt. 17. Regulation of the Project during Construction. Marana shall have responsibility for and control over the Project during construction. 18. Inspection. County may inspect any portion of the Project construction for substantial compliance with drawings and specifications. Marana shall allow official County representatives reasonable access to the Project site during construction. The Project Manager and County inspectors will cooperate and consult with each other during Project construction. 19. Ownership of Improvements. Ownership and title to all materials, equipment and appurtenances installed pursuant to this Agreement shall automatically vest in Marana. Marana hereby agrees not to dispose of or encumber its title or other interest in the Project improvements for a period of twenty -five (25) years following the date the Project is completed. This Section shall survive termination, cancellation, expiration or revocation, whether in whole or in part, of this Agreement. 20. Operation. For at least twenty -five years following completion of the Project, Marana shall: (1) operate and maintain the Project improvements for the purposes set forth in the description of the Project in the Bond Ordinance for the benefit of the public; (2) insure the Project improvements (through either direct or self - insurance coverage); (3) maintain, repair and if necessary replace the Project improvements; (4) make the Project improvements available to all the residents of Pima County without restriction or preference to jurisdiction of residence; and (4) not charge a fee for use of the Project improvements that is more than a fee charged by the County for a similar purpose. This Section shall survive termination, cancellation, expiration or revocation, whether in whole or in part, of this Agreement. 21. Amendment of the Bond Ordinance. Marana shall notify the County of any events that would require an amendment of the Bond Ordinance, and shall formally I request the County Board of Supervisors that they hold a public hearing on the requested amendment. The parties shall follow the procedures for amendment of 5 the Bond Ordinance set forth in Chapter 3.06 of the Pima County Code, as it may 4 be amended or renumbered from time to time, and Section IV(B) of the Bond Ordinance. In the event the Board of Supervisors does not approve Marana's ,2 request for a Bond Ordinance amendment, Marana shall complete the Project as defined by the Bond Ordinance and this Agreement. 6 22. Federal Treasury Regulations. Marana acknowledges that Pima County manages the expenditures of bond proceeds in order to qualify for a spending exception to {00000595.DOC /} Page 8 of 15 the arbitrage rebate requirements of Sections 148 through 150 of the Internal Revenue Code of 1986 and the related regulations found in 26 CFR Part 1, § §1.148 through 1.150 as may be modified from time to time (such statutes and regulations hereinafter referred to as the "Tax Exempt Bond Rules "). Marana acknowledges that arbitrage rebate is affected by both the use of bond proceeds and by the timing of bond related expenditures. Notwithstanding any other provision of this Agreement, County may, in County's sole discretion, either (i) reallocate Project funds to other projects funded with County bonds, or (ii) terminate this Agreement as set forth in Paragraph 23(b)(iii) below, if, in County's sole determination, such reallocation or termination is necessary or advantageous to the County under the Tax Exempt Bond Rules either (a) to qualify for a spending exception to the arbitrage rebate requirements, or (b) to reduce the amount of any potential arbitrage rebate or penalty, or (c) to manage the County's bond proceeds. 23. Term and Termination. a. Term. The term of this Agreement of this Agreement shall begin on the date this Agreement is recorded with the Pima County Recorder, and shall end on the date that is twenty-five (25) years after completion and acceptance of the Project. The term of this Agreement may be extended by action of the parties. b. Termination. This Agreement may be earlier terminated under the following circumstances: i. For Cause A 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 (45) 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. ii. Conflict of Interest. This Agreement can be terminated for a conflict of interest as set forth in A.R.S. § 38 -511, the relevant portions of which are hereby incorporated by reference. iii. Arbitrage Rebate Requirements. The County reserves the right to cease z payments to Marana and unilaterally terminate this Agreement if County determines, in County's sole discretion, that any action or inaction on the 4 part of Marana is likely to occur that would adversely affect the election V made by the County under the Tax Exempt Bond Rules relating to exceptions for arbitrage rebate. C. Legal Authority. Neither party warrants to the other its legal authority to enter into this Agreement. If a court, at the request of a third person, should declare that either party lacks authority to enter into this Agreement, or any part of it, {00000545.DOC /1 Page 9 of 15 then the Agreement, or parts of it affected by such order, shall be null and void, and no recovery may be had by either party against the other for lack of performance or otherwise. d. Ownership of Project upon Termination. Any termination of this Agreement shall not relieve any party from liabilities or costs already incurred under this Agreement, nor affect any ownership of the Project constructed pursuant to this Agreement. 24. Indemnification. To the fullest extent permitted by law, each parry to this Agreement shall indemnify, defend and hold the other party, its governing board or body, officers, departments, employees and agents, harmless from and against any and all suits, actions, legal or administrative proceedings, claims, demands, liens, losses, fines or penalties, damages, liability, interest, attorney's, consultant's and accountant's fees or costs and expenses of whatsoever kind and nature, resulting from or arising out of any act or omission of the indemnifying party, its agents, employees or anyone acting under its direction or control, whether intentional, negligent, grossly negligent, or amounting to a breach of contract, in connection with or incident to the performance of this Agreement. a. Preexisting conditions. To the fullest extent permitted by law, Marana shall indemnify, defend and hold County, its boards, officers, departments, employees and agents, harmless from and against any claims and damages, as fully set out above, resulting from or arising out of the existence of any substance, material or waste, regulated pursuant to federal, state or local environmental laws, regulations or ordinances, that is present on, in or below or originated from property owned or controlled by Marana prior to the execution of this Agreement. b. Notice. Each party shall notify the other in writing within thirty (30) days of the receipt of any claim, demand, suit or judgment against the receiving parry for which the receiving party intends to invoke the provisions of this Section. Each party shall keep the other party informed on a current basis of its defense of any claims, demands, suits, or judgments under this Section. C. Negligence of indemnified parry. The obligations under this Article shall not extend to the negligence of the indemnified party, its agents or employees. 1 2 d. Survival of termination This Article shall survive the termination, cancellation, expiration or revocation, whether in whole or in part, of this Agreement. .4 25. Insurance. When requested, a party shall provide the other party with proof of its worker's compensation, automobile, accident, property damage, and liability coverage 4 or program of self - insurance. 43 26. Book and Records. Marana shall keep and maintain proper and complete books, records and accounts of the Project. For bond purposes, the Project books and records must continue to be maintained for a period of three (3) years after final {00000595.DOC /} Page 10 of 15 2020 payment of the bonds issued for the Proje b t The bonds funding the Project are expected to be fully paid by June 30, 209 , u may be subject to refunding. Marana shall have the option of maintaining either, (i) the Project books and records for the requisite number of years, or (ii) conveying the Project books and records to County at any time after the Project is completed. The books, records and accounts of the Project shall be available for inspection and audit by duly authorized representatives of County at all reasonable times during the period in which said books, records and accounts are maintained by Marana. Unless Marana conveys all Project books and records to County, Marana shall indemnify and hold the County harmless from and against any amount required to be paid to the Internal Revenue Service or any governmental entity or agency arising out of the failure by Marana to maintain such records. 27. Inspection and Audit. The County may perform an inspection of the Project or an audit of Marana's books and records at any time in order to verify that monies spent on the Project were done so in accordance with this Agreement. 28. 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. b. Amendment. This agreement shall not be modified, amended, altered or changed except by written agreement signed by the 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 hereof 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 1S 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 declared invalid or void, the parties agree to meet promptly ti upon request of the other party in an attempt to reach an agreement on a 2 substitute provision. 29. Legal Jurisdiction. Nothing in this Agreement shall be construed as either limiting or extending the legal jurisdiction of County or Marana. {00000595.DOC!} Page 11 of 15 30. No Joint Venture. It is not intended by this Agreement to, and nothing contained in this Intergovernmental Agreement shall be construed to, create any partnership, joint venture or employment relationship between the parties or create any employer- employee relationship between County and any Marana employees, or between Marana and any County employees. No party shall be liable for any debts, accounts, obligations or 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. 31. No Third Party Beneficiaries. Nothing in 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 any party to this Agreement, by imposing any standard of care with respect to the maintenance of public facilities different from the standard of care imposed by law. 32. 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 75 -5, as amended by Executive Order 99 -4, issued by the Governor of the State of Arizona are incorporated by this reference as a part of this Intergovernmental Agreement as if set forth in full herein. 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. Compliance with Bond Requirements. Marana agrees to comply with all applicable provisions of Pima County Code Chapter 3.06, "Bonding Disclosure, Accountability, and Implementation" and of the Bond Ordinance, as they now exist or may hereafter be amended. Any reports to be submitted by Marana to County in compliance with Pima County Code Chapter 3.06 or the Bond Ordinance shall be provided in a format and schedule determined by County. 33. Waiver. Waiver by any party of any breach of any term, covenant or condition 1 herein contained shall not be deemed a waiver of any other term, covenant or 2 condition, or any subsequent breach of the same or any other term, covenant, or 8 condition herein contained. .4 19 34. Force Majeure. A party shall not be in default under this Agreement if it does not 2 fulfill any of its obligations under this Agreement because it is prevented or delayed 1. 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, {00000595.DOC /} Page 12 of 15 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. 35. Notification. All notices or demands upon any party to this agreement shall be in writing, unless other forms are designated elsewhere, and shall be delivered in person or sent by mail addressed as follows: Marana: Town Manager 11555 W. Civic Center Drive Marana, AZ 85653 (520) 682 -3401 (520) 682 -9026 fax County: Pima County Administrator 130 W. Congress Tucson, AZ 85701 (520) 740 -8751 (520) 740 -8171 fax 36. Remedies. Any 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. 1. M ; i4 a 2 4 1. 100000595.DOC /) Page 13 of 15 In Witness Whereof, County has caused this Agreement to be executed by the Chair of its Board of Supervisors, upon resolution of the Board and attested to by the Clerk of the Board, and Marana has caused this Agreement to be executed by the Mayor upon resolution of the Mayor and Council and attested to by its Clerk. ATTEST: TOWN OF MARANA: celyn C. ronson, ���. + +` " " "'��.�, Bob S tt n ' Y Jr., Mayor C!-O� CORPORf1TE % .��r SEAL A ATTEST: �4 +`` `� PIMA COUNTY: Lori Oodoshian, Sharon Bronson, Chair jUN 2 1 2005 Clerk of the Board Board of Supervisors APPROVED AS TO CONTENT: Ro mith, Director of Marana Parks *1a 're for of Pima Comity Recreation Department Natural Resources, Parks & Recreation Department r) Tom Burke, Pima County Director of Finance �k 2 4 1. 2 100000595.DOC /} Page 14 of 15 Intergovernmental Agreement Determination The foregoing Intergovernmental Agreement between Pima County, and the Town of Marana has been reviewed pursuant to A.R.S. § 11 -952 by the undersigned, each of whom has determined that it is in proper form and is within the powers and authority granted under the laws of the State of Arizona to the party represented by him/her. Pima County: Regin ran, eputy County Attorney Date Town of Marana: Frank assi�y own of M fa a Attorney Date i �M M. E3 rL4 i {00000595.DOC 1} Page 15 of 15 C. (32 -US EXHIBIT A PIMA COUNTY, ARIZONA BOARD OF SUPERVISORS POLICY 1t0 Su i@Cl Notification to Board of Supervisors of Public Policy Page Meetings to be Held in Their District Number C 3.5 1 Purpose The purpose of this Board of Supervisors policy.is to ensure coordination of scheduling of public meetings with the Board member within whose district the public meeting will be held. Policy It is the policy of the Board of Supervisors that all pima county department administrators, directors, and managers are responsible for providing advance notification to members of the Board of Supervisors of all County - related public meetings which are scheduled to be held within their districts. Furthermore, The Board directs the County Administrator promulgate administrative procedures implementing this Board policy. Effective Date:January 11, 1995 a; '4 Q 4 �• j hN + 7 1995 Exhibit B Pima County Intergovernmental Agreement �$o': Monthly Progress Report IGA Contract Number: IGA Title: Participant Name: Reporting Period: Reimbursement Request Attached: ❑ Yes ❑ No Reimbursement Submittals on Schedule: ❑ Yes ❑ No IGA Scope Item Progress: Overall Project Start Date Finish Date Percent Complete Land Acquisition Start Date Finish Date Percent Complete Planning .V Start Date, ,s Finish Date Percent Complete Design Start Date Finish Date Percent Complete Environmental /Regulatory Compliance Start Date Finish Date Percent Complete Construction Start Date Finish Date Percent Complete Public Art Start Date Finish Date Percent Complete Summary of Current Project Issues and Solutions: i Prepared by Date F. ANN RODRIGUEZ, RECORDER DOCKET: 12584 ' 'RECORDED BY: LAM v 0V PP1 PAGE: 2397 DEPUTY RECORDER ��� ��0 NO. OF PAGES: 20 P0230 6545 PE8/ Yz SEQUENCE: 20051250645 '�.r 06/29/2005 PIMA CO CLERK OF THE BOARD RES 14:26 9 P PICKUP RIZO� PICKUP AMOUNT PAID $ 0.00 RESOLUTION NO. 2005 - 150 RESOLUTION OF THE PIMA COUNTY BOARD OF SUPERVISORS APPROVING AND AUTHORIZING THE EXECUTION OF AN INTERGOVERNMENTAL AGREEMENT BETWEEN PIMA COUNTY AND THE TOWN OF MARANA FOR THE MARANA CULTURAL AND HERITAGE PARK PROJECT. WHEREAS, Pima County (the "County") and the Town of Marana ( "Marana ") wish to co, Aerate in the design and construction of the Marana Cultural and Heritage Park; and WHEREAS, the Marana Cultural and Heritage Park will provide County residents the opportunity to experience a recreation of local history while at the same time providing new civic and museum facilities; and WHEREAS, it is necessary for the parties to establish an intergovernmental agreement in order to carry out the intent of the parties and define the roles and responsibilities regarding the intended cooperative effort; NOW, THEREFORE, UPON MOTION DULY MADE, SECONDED AND CARRIED, BE RESOLVED THAT: 1. The intergovernmental agreement between Pima County and the Town of Marana for the Marana Cultural and Heritage Park, attached hereto, is hereby approved. 2. The Chair of the Board is hereby authorized and directed to sign the intergovernmental agreement for the Pima County Board of Supervisors. 3. The various County officers and employees are hereby authorized and directed to perform all acts necessary and desirable to give effect to this Resolution. PASSED, ADOPTED AND APPROVED this 21st day of June 2005. PIMA COUNTY BOARD OF SUPERVISORS: 2 Chair JUN 2 1 7.005 ATTEST: APPROVED AS TO FORM: 2 Clerk Boar of Supervisors Der unty Attorney Oloa6 -c�5 MARANA RESOLUTION NO. 2005-35 RELATING TO PARKS AND RECREATION; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT WITH PIMA COUNTY FOR THE MARANA CULTURAL AND HERITAGE PARK PROJECT. WHEREAS, the 2004 Pima County Bond Ordinance (Pima County Ordinance No. 2004 -18) allocated $1,000,000 in Pima County Bond proceeds for the design and construction of the Marana Cultural and Heritage Park: Project; and WHEREAS, the total cost of the Marana Cultural and Heritage Park project is currently es- timated at approximately $8,915,000 with $7,915,000 coming from Town ofMarana CIP funding, Town of Marana park impact fees, and other community contributions; and WHEREAS, Pima County staff has provided a proposed form of intergovernmental agree- ment between Pima County and the Town of Marana for the Marana Cultural and Heritage Park Pro- ject; and WHEREAS, the Mayor and Council of the Town of Marana find that it is in the best inter- ests of the public to enter into the proposed intergovemmental 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, 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 staff are hereby directed and authorized to undertake all other and further tasks required or beneficial to carry out the terms, obli- gations, and objectives of the aforementioned intergovernmental agreement. PASSED, ADOPTED, and APPROVED by the Mayor and Council f the Town of Marana, Arizona, this 5th day of April, 2005. S S Mayor o b Sutton, Jr. 4 ATTEST: ����OF� ± � >>� '2 [J RATE q celyn C ronson, Town Clerk " SEAL i '4 '�vn�u+►•v�� ` APPRO D FORM: a Ca d y, Town A omey FJC:cde 3128105 0 OOSflfl.DO /J