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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 2 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