HomeMy WebLinkAboutResolution 2002-119 IGA with pima county for the library at continental ranchMARANA RESOLUTION NO. 2002-119
A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARJZONA
("TOWN"), AUTHORIZING THE TOWN TO ENTER INTO AN INTERGOVERNMENTAL
AGREEMENT (IGA) WITH THE PIMA COUNTY LIBRARY DISTRICT ("DISTRICT") FOR
THE DESIGN, CONSTRUCTION, AND OWNERSH~ OF A LIBRARY AT CONTINENTAL
RANCH, 1N MARANA.
WHEREAS, District and Town desire to provide public library facilities ("Library") within
the planned development known as Continental Ranch to serve Town's residents; and
WHEREAS, District and Town may contract for services and enter into agreements with one
another for joint or cooperative action pursuant to A.R.S. Sec. 11-951 et seq.; and
WHEREAS, Town desires to join the District so that, pursuant to A.R.S. Sec. 11-903,
Town's residents shall be entitled to the benefits ora county free library; and
WHEREAS, District and Town desire to provide for the construction and development of the
Library on property currently owned by Town and located at Continental Ranch in Marana, Arizona;
and
WHEREAS, District and Town desire to define the terms and conditions pursuant to which
the Library is to be designed, engineered, constructed, financed, owned and operated; and
WHEREAS, staff from Town and County have prepared the IGA, attached hereto as Exhibit
A, setting forth the specific terms and conditions of the cooperative action for establishment of the
Library; and
WHEREAS, the Mayor and Council have reviewed the IGA and find that adopting it is in the
best interest of the Town and its residents.
NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town that the
IGA, attached hereto as Exhibit "A" and incorporated herein by this reference, for the design,
construction and ownership ora library at Continental Ranch, Marana, Arizona, is hereby approved
and the Mayor is authorized to execute the IGA.
BE IT FURTHER RESOLVED that expenditure of all funds required under the IGA is
hereby authorized and approved, and Town staffis authorized and directed to take all steps necessary
and proper to implement the IGA and construct the Library.
Marana Resolution 2002-119
PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this
5th day of November, 2002.
ATTEST:
Mayor BOBBY SUTTON, JR.~ t
~iel J. Hochuli
As Town Attorney and not personally
Harana Resolution 2002-119
EXHIBIT "A"
[Library IGA]
3
Marana Resolution 2002-119
Intergovernmental Agreement
between
Pima County Library District and the Town of Marana
for
Design, Construction, and Ownership of
a Library at Continental Ranch in Marana, Arizona
,2002
Intergovernmental Agreement
between
Pima County Library District and the Town of Marana
for
Design, Construction, and Ownership of
a Library at Continental Ranch in Marana, Arizona
This Intergovernmental Agreement ("Agreement) 's made and entered into this 5th
day of November, 2002, by and between Pima County Library District, a body politic and
corporate of the State of Arizona ("District") and the Town of Marana, Arizona, a municipal
corporation ("Town").
Recitals
District and the Town desire to provide public library facilities ("Library")
within the planned development known as Continental Ranch to serve Town
and Pima County residents.
District and Town may contract for services and enter into agreements with
one another for joint or cooperative action pursuant to A.R.S. Sec. 11-951 et
seq.
Town desires to join the District so that, pursuant to A.R.S. §11-903, Town's
inhabitants shall be entitled to the benefits of a county free library.
District and Town desire to provide for the construction and development of the
Library on property currently owned by Town and located at Continental Ranch
in Marana, Arizona.
District and Town desire to define the terms and conditions pursuant to
which the Library is to be designed, engineered, constructed, financed,
owned and operated.
Ii.
III.
District and Town agree that, subject to comment and approval by
District, Town shall design and construct the Library and shall advertise,
award, execute and administer the design and construction contracts for
the Library.
Pursuant toA.R.S.§l 1-914, which requires that title to property used by
a county free library district be vested in the district, Town agrees to
transfer the Library and property on which the Library is located to the
District.
District is willing to purchase the completed library building and the
property on which it is located from Town over a period of ten years for
up to $3,000,000.00 of the actual and necessary costs for design and
construction of Library.
The estimated cost of design and construction of the Library is
$3,000,000.00.
10.
The physical area and stock level for Library is estimated to be
approximately 15,000 square feet with an opening day collection
of 20,000 volumes, respectively.
11.
Construction of the Library is anticipated to commence on or
before January 1, 2004, and is estimated to be completed
approximately twelve (12) months after the start of construction.
NOW, THEREFORE, Town and District, mutually agree as follows:
Agreement
Purpose. The purpose of this Agreement is to set forth the responsibilities of the
parties for the design, construction, maintenance and operation, and ownership of the
Library and to address legal and administrative matters among the parties.
Project. The Project is the design, construction, ownership, maintenance and
operation of the Library, to be located within the planned development known as
Continental Ranch in Marana, Arizona ("Property"), the legal description for which is
contained in Exhibit A to this Agreement.
Property and Library Ownership.
Current Status of Property. Town currently owns the Property on
which the Library is to be constructed. Town hereby represents
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IV.
and warrants that, to the best of Town's knowledge, no pollutants,
contaminants, toxic or hazardous substances, wastes or
materials have been stored, used orare located on the Property
or within any surface or subsurface waters thereof; that no
underground tanks have been located on the Property; that the
Property is in compliance with all Federal, state and local
environmental laws, regulations and ordinances; and that no legal
action of any kind has been commenced or threatened with
respect to the Property.
Environmental Inspection Rights. Town shall permit District to
conduct such inspections of the Property as District deems
necessary to determine the environmental condition of the
Property. If the investigations reveal the presence of
contamination or the need to conduct environmental clean up,
Town shall conduct a clean up of the Property adequate to bring
the Property into compliance prior to conveyance to the District.
Conveyance to District. Town shall convey title to District without
cost and by warranty deed in compliance with A.R.S. § 9-407,
for the Property, including the completed Library, within 30 days
of the later of the following events: (1) date of Town's final
payment of all design, construction and related costs; (2) date of
District's acceptance of the completed Library; or (3) Town's
completion of its responsibilities to stock, furnish and equip the
Library. Thereafter, District shall own the Property and Library
and any and all improvements or fixtures to either.
As Built Drawings. Within six (6) months of the acceptance of the
Library by the District, the Town shall provide the District with
three (3) sets of"as built" drawings of the Library at the sole cost
and expense of the Town.
Town Design and Construction Responsibilities and District's Right to Object.
Town is hereby authorized to design and construct the Library subject to the District's
right to object in a timely manner. Notwithstanding any other provision of this
Agreement, if the District objects to any material aspect of the design or construction
and Town proceeds either over District's objection or in another mannerwithout prior
written approval of District, District has the dght to cancel this Agreement. In the event
of such cancellation District shall have no further obligation of any kind or nature except
for notifying Town of cancellation within 60 days of District's receipt of written notice
that Town is proceeding over the District's objection or in another manner without prior
written approval from District.
3
V. Design.
Consultants. If consultants are employed to design the Library, Town
shall prepare the contracts for design and choose the consultants. Town
shall have the usual rights of the owner of a public design contract,
including the authority to approve changes and make payments.
District participation. Town shall provide District the opportunity to
comment on all major items that affect the design of the Library. Town
design and field personnel shall work with their counterparts in the
District for coordination purposes. Coordination shall include meetings
and information exchanges between corresponding personnel at all
levels for the Library.
ii.
iii.
.Technical documents and drawinq~ Town shall provide
District with copies of all existing technical documents
and drawings required for design of the Library.
Review and comment. District shall review and comment
on all engineering studies, technical data and
specifications provided by Town for the design and
construction of the Library under a schedule determined
by Town and District to ensure timely progress on and
completion of the Library. If no comments are received by
Town within fifteen working days following delivery to
District, Town may assume District has given approval.
Construction drawings and specificationn. Following
completion of the Library design, the construction
drawings and specifications shall be provided to District
for comment. If Town receives no comments within fifteen
working days, Town may assume District has approved
the construction drawings and specifications.
VI. Construction. Town shall advertise, award, execute and administer construction
contracts for the Library. Town shall have the usual rights of the owner of a public
construction contract, including the authority to approve changes and make payments.
VII. District Review of Contracts. Town shall afford Distdct the opportunity to review and
comment on the solicitations for all contracts, including relevant scopes of work, prior
to Town's issuance of such solicitations.
4
VIII. Utility Relocations. Town shall coordinate all utility relocations within the Property
boundaries.
IX.
XI.
Xll:
Project Permits.
Town permitfees. At no cost or expense to District, Town shall provide
or pay for Town permits required in connection with the Library. Town
shall waive all fees related to the Library.
Other permits required. In the event any other governmental entity
requires Town to obtain any approval, permission or permits for the
Library, Town shall apply for and secure such approval, permission or
permits at no cost to District.
.Public Art. Town shall include public art in the design and construction of the Library
m accordance with the standards for County facilities based on a total construction cost
of $3,000,000.00.
Public Participation. Town shall manage all public participation deemed
necessary by Distdct and Town for construction of the Project. Town and District
shall meet to coordinate the public participation processes, which shall be
approved by District prior to commencement of design and DistriCt shall be
invited to participate in the public participation process. Town shall coordinate
all public meetings on the Project in compliance with Pima County Board of
Supervisors' Policy C 3.5 - Notification to Board of Supervisors of Public
Meetings to be Held in their District and Administrative Procedure 3.8
implementing Policy 3.5.
Project Manager and Town Representative. Town shall furnish a representative to
perform the functions of a Project Manager, and District, at no cost to Town, may
furnish a representative, if it s o desires, a nd t he Project Manager a nd D istrict
representative will cooperate and consult with each other.
Xlll. Construction and Completion.
Change order consultation. Town shall consult with District on all change
orders and supplemental agreements with an estimated cost of more than
$50,000.00 before implementation, except when necessary for the safety of
motorists or pedestrians or for the protection of property.
Payment Documents. Upon completion of the Library and all work incidental
thereto and final payments byTown, Town shall furnish District with a detailed
statement of the design and construction costs, including resolution of any
construction related claims which have been allowed to the construction
contractor, and documentation of Town's payments.
Distdctinspection andapprovaL Distdct shall inspect construction and approve
the completed Library. Town shall allow District personnel reasonable access
to the Project site before, during and after construction.
Contract Modification. To the extent possible, Town shall afford District the
opportunity to review and comment on all contract modifications, including
change orders and supplemental agreements, prior to the issuance to the
contractor of a Notice to Proceed. In any instance where providing Distdct with
.notification ora contract modification, change order or supplemental agreement
~s not possible pdor to issuance of the Notice to Proceed, Town shall provide
such notification in writing at the earliest date possible. To the extent possible,
Town also shall afford District the opportunity to review and comment on all
contract claims prior to resolution thereof. Town shall consider in good faith the
comments of District.
XIV. Financing of the Project.
Initial Payment. Town shall pay all costs and expenses of design and
construction cost of the Library through completion of construction,
including any related litigation.
Distdct Reimbursement/Lease Purchase. Upon transfer of title for the
Property and Library to the District, Town shall also deliver to District
documentation, including invoices and payment records, of all costs and
expenses for the design and construction of Library. District shall
reimburse Town for its actual and necessary costs and expenses for
design and construction, including the requisite public art, of the Library,
up to $3,000,000.00; provided that (1) there shall be no reimbursement
to Town for any costs or expenses related to Town permits; and (2)
under no circumstances shall District be liable for interest, liquidated
damages, penalty, late fee or other fee, assessment or payment of any
kindornature. D' '
istr ct s re mbursement shal be made in ten payments,
the first of which shall be due within 30 days of transfer of title or, if later,
upon receipt of documentation. Each annual payment shall be
$300,000.00 or, if less, the remaining amount owed by the District to
the Town pursuant to this Agreement. Annual payments shall be due
within 30 calendar days of District's fina adopt'on of ~ts annua budget
in each of the nine succeeding fiscal years.
XV.
Town responsibility for excess costs. Town shall assume and
.pay any and all costs for design and construction of the Library
m excess of $3,000,000.00, and District shall have no additional
financial responsibility or liability for acquisition of the Property
or for construction and design of the Library except as expressly
stated in this Section.
If, during the 25 year period following Town's transfer of title, library
services are not available to Marana residents at Library for a period of
30 days or more, Town may, upon 60 days notice to District, purchase
the Library and Property by paying to District the amount paid by the
District pursuant to this Agreement, within the 60-day period. Within 30
days of receipt of such payment, District shall reconvey title to Property
and Library to Town.
Opening Day Collection, Furnishing and Equipment. The Library shall be
stocked, furnished and equipped prior to the opening day, including sufficient
seating for the public and an initial collection ora minimum of 20,000 volumes
and the shelving for these books. Ownership of all stock, including but not
limited to the initial collection, furnishings and equipment of Library shall vest in
the District on the opening day. Costs and related responsibilities for stocking,
furnishing and equipping the library shall be the subjects of a future agreement
between the District and the Town.
XVl. Operation and Provision of Library Services.
District Operation of Library. Following transfer of title and provided that an
agreement has been reached with respect to responsibility for payment of
operational and service costs and expenses, District shall assume
responsibility for operation of a county free library in the Library, which shall
provide services to all inhabitants of Pima County. It is understood and agreed
that District may contract with a third party to provide such services.
Financing of Library Operations and Services. The cost of operating the
Library and providing services shall be the subject of a future agreement
between the District and the Town, reflective of other agreements to which the
District is a party.
Days and Hours of Operation. The Library shall be open to the public at least
58 hours per week, which shall be scheduled on 5 week days and at least 1
weekend day.
×¥11.
Term
A.
ii.
iii.
and Termination of Intergovernmental Agreement.
Effective Date. This Intergovernmental Agreement shall be effective on the date
it is recorded with the Pima County Recorder.
Term. Except as otherwise provided in Paragraphs C and D of this Section,
those portions of this Agreement pertaining to the construction of the Project
shall terminate upon District's final payment to Town as provided in this
Agreement or on December31,2015, whichever is eadier in time; however, the
.ownership, operation, maintenance, liability and claims provisions shall remain
m effect until terminated or modified in writing by mutual agreement. Should any
construction-related claim arising out of Project be asserted against Town, the
parties agree to extend the termination date of this Agreement until the
resolution of such claim.
Termination.
For ca use. A pa rty 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 th is Agreement. Any
such termination shall not relieve either party from liabilities or costs
already incurred under this Agreement.
A.R.S. § 38-511. This Intergovernmental Agreement is subject to the
provisions of A.R.S. § 38-511.
~. It is acknowledged that all obligations of the Town
and District hereunder to make payments to or to incur costs for the
specified Project shall be subject to annual appropriation by the
respective governing bodies and to any limitation imposed by budget
laws or other applicable state or local law or regulation, and are
undertaken subject to and in accordance with such processes and
constitutional limitations. Notwithstanding any other provision in this
Agreement, this Agreement may be terminated if for any reason the
Pima County Library District Board of Directors or Marana Town
Council does not appropriate sufficient monies for the purpose of
maintaining this Agreement. In the event of such cancellation, District
and Town shall have no further obligation to the other party other than for
payment for services rendered prior to cancellation.
iV.
~. 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, 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.
.Ownership of property upon terminatio~.~. 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 Property
or Library pursuant to this Agreement.
XVIII. Indemnification.
Mutual Indemnity. To the fullest extent permitted by law, each party 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.
Preexisting conditions. To the fullest extent permitted by law, each party to this
Agreement shall indemnify, defend and hold the other par[y, its governing board
or body, officers, departments, employees and agents, harmless from and
against any claims and damages, as fully set out above in paragraph A,
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 the indemnifying party prior to the execution of
this Intergovernmental Agreement.
Notice. Each party shall notify the other in writing as soon as reasonably
possible or, in any event, within thirty (30) days of the receipt of any claims,
demands, suits or judgments against the receiving party for which the 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 Article.
XIX.
Negligence of indemnifying party. The obligations under this Article shall not
extend to the negligence of the indemnifying party, its agents, employees or
indemnity.
E. Survivalofterrnination. This Section shall survive the termination, cancellation
or revocation, whether in whole or in part, of this Intergovernmental Agreement.
Insurance, When requested by the other party, each party shall provide proof to the
other of their worker's compensation, automobile, accident, property damage, and
liability coverage or program of self-insurance.
Books and records. Each party shall keep and maintain proper and complete
books, records and accounts, which shall be open for inspection and audit by duly
authorized representatives of any other party at all reasonable times. All design and
construction drawings, records, documentation and correspondence shall be the
property of Town at the completion of the Project, except copies maintained by District
for its records.
District Inspection and Audit. District representatives may perform any inspection
of the Project or reasonable audit of any books or records of Town in order for the
District to satisfy itself that the montes on the Project have been spent and the Project
completed in accordance with this Agreement.
XXII. Construction of Agreement.
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 wdtten, are hereby
superseded and merged herein.
Amendment. This Agreement shall not be modified, amended, altered or
changed except by written agreement signed by both parties. '
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.
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.
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
]0
shall have no effect on other provisions and their application which can be given
effec, t without the invalid or void prov s on or application, and to this extent the
prowsfons 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 upon
request of the other party in an attempt to reach an agreement on a substitute
provision.
XXlll. Legal Jurisdiction. Nothing in this Intergovernmental Agreement shall be construed
as either limiting or extending the legal jurisdiction of Town or District.
XXlV. No Joint Venture. It is not intended by this Intergovernmental 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 Town and any District employees, or
between District and anyTown employees. Neither party shall be liable for anydebts,
accounts, obligations nor other liabilities whatsoever of the other, including (without
limitation) the other party's obligation to with hold Social Security and income taxes for
itself or any of its 'employees.
XXV.
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 with respect to the maintenance of streets and highways different from the
standard of care imposed by law.
XXVI. Compliance with Laws.
General 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.
Anti-Discdmination. The parties shall not engage in any form of illegal
discrimination. Applicable provisions of A.R.S. § 41-1463 and Arizona
Executive Order Number 75-5, as amended by Executive Order 99-4, are
incorporated bythis reference as a part of this Intergovernmental Agreement.
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.
XXVII. Waiver. Waiver by either party of any breach ofanyterm, covenant or condition herein
contained shall not be deemed a waiver of any other term, covenant or condition, or
any subsequent breach of the same or anyother term, covenant, or condition herein
contained.
XXVllI.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 fac t es, 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 bythe 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.
XXIX. 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:
XXX.
Town of Marana:
Town Manager
13251 N. Lon Adams Road
Marana, Arizona 85653
Pima County Library District:
Library District Administrator
c/o Pima County Administrator's Office
130 West Congress Boulevard
Tucson, Arizona 85701
(520) 740-8661
(520) 740-8171 (fax)
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.
In Witness Whereof, County has caused this Intergovernmental Agreement to be
executed by the Chairman of its Board of Supervisors, upon resolution of the Board and
attested to by the Clerk of the Board and the Town has caused this Intergovernmental
Agreement to be executed by the Mayor upon resolution of the Mayor and Council and
attested to by its Clerk.
ATTEST:
TOWN OF MARANA:
Jocelyn C. Entz
Bobby Sutton, Jr., Mayor
Town Clerk
Town of Marana
ATTEST:
PIMA COUNTY LIBRARY DISTRICT:
Lori Godoshian
Clerk of the Board
Sharon Bronson, Chair
Board of Supervisors
Approval
The foregoing Intergovernmental Agreement between Pima County Library District and the
Town of Marana has been reviewed by the undersigned, and is hereby approved as to
content.
Pima County Administrator
Marana Town Manager
]4
Intergovernmental Agreement Determination
The foregoing Intergovernmental Agreement between Pima County Library District and the
Town of Marana has been reviewed pursuant to A.R.S. § 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 Intergovernmental Agreement
represented by the undersigned.
Pima County Library District:
Deputy County Attorney
Town of Marana:
Attorney for Town