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HomeMy WebLinkAboutResolution 2008-116 second tolling agreement with cortaro-marana irrigation district and cortaro water users associationMARANA RESOLUTION N0.2008-116 RELATING TO WATER; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE A SECOND TOLLING AGREEMENT BETWEEN THE TOWN OF MARANA, CORTARO- MARANA IRRIGATION DISTRICT AND CORTARO WATER USERS ASSOCIATION, AND DECLARING AN EMERGENCY. WHEREAS Town of Marana staff is in negotiations for an IGA to replace the 1997 IGA between the Town, the Cortaro-Marana Irrigation District (CMID) and Cortaro Water Users Association (CWUA); and WHEREAS on July 15, 2008, Marana Resolution No. 2008-96 was adopted, authorizing the Mayor's execution of a tolling agreement with CMID and CWUA, tolling all defenses and statutes of limitations from July 14, 2008, through September 15, 2008, to allow negotiations to continue between the parties; and WHEREAS the parties have now concluded that their negotiations may not be completed by September 15, 2008, and desire to extend the tolling period. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, that the Second Tolling Agreement between the Town of Marana, Cortaro Marana Irrigation District and Cortaro Water Users Association 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 since it is necessary for the preservation of the peace, health and safety of the Town of Marana that this resolution become immediately effective, an emergency is hereby declared to exist, and this resolution shall be effective immediately upon its passage and adoption. PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, this 9th day of September, 2008. ~~~I'~1~~ ,~® ~-`®q~~`Cr3~~ ~Il9,q ®®®' ~~~ coal rF ~ ~, a Mayor Ed onea APPRO D AS FORM: ,,, __.. ` ~-~! ank C sidy, Tow ttorney ;° {ooolonB.DOC / 2} 9/3/2008 12:22 PM FJC SECOND TOLLING AGREEMENT This Second Tolling Agreement is between and among Town of Marana, a political subdivision of the State of Arizona ("Marana"); Cortaro Marana Irrigation District, Pima County, Arizona, a political subdivision of the State of Arizona ("CMID") and its agent, the Cortaro Water Users Association, an Arizona corporation, (hereinafter both are collectively referred to as "Cortaro"). The foregoing parties are collectively referred to as the "Parties". RECITALS On or about September 16, 1997, the Parties executed an intergovernmental agreement ("IGA") the intent and purpose of which was to maximize water management efficiencies and avoid unnecessary duplication of municipal water service within Cortaro's boundaries and within Marana's service area by, among other things, consolidating ownership interest in municipal water facilities and defining on-going operational, management, water production and sales, distribution and treatment functions and responsibilities for the provision of municipal water service among the Parties, and to create a trust for the control of wells belonging to Cortaro and Marana through the IGA. 2. A dispute has recently arisen among the Parties in which Cortaro alleges Marana has breached the IGA Agreement and Cortaro alleges claims against Marana. 3. In an attempt to resolve the dispute among themselves by mutual agreement, Cortaro and Marana are meeting in negotiations without Cortaro immediately pursuing its claims and allegations of breach and monetary losses against Marana. 4. On July 14, 2008, the Parties executed a Tolling Agreement to forestall. the filing of a claim on Marana's Town Clerk and to foster settlement efforts. As the negotiations continue in good faith and are intended not to be to the disadvantage of either Party, the Parties agree to once again toll and. to waive to a time definite as hereinafter stated any statute of limitations or equitable defenses available to Marana which maybe applicable to the filing of a claim or allegation of breach by Cortaro against Marana. COVENANTS 1. For the promises made and other valuable consideration had and received each from the other, the Parties, each being so authorized and empowered, hereby agree, stipulate and covenant that as to any IGA-related claims of Cortaro filed prior to or on November 15, 2008, any and all times and statutes of limitations which may otherwise be applicable thereto in defense thereof are hereby extended, waived, and tolled, as well as any equitable defense assertions to said claims filed. 2. In the event that between the dates of July 14, 2008 and November 15, 2008 there arise for Marana any statutes of limitations or any defenses equitable or otherwise (including but not limited to equitable estoppel, waiver, and laches) that Marana might have asserted in defense of the IGA related claims of Cortaro filed on or prior to the close of business on November 15, 2008, Marana agrees a) the time constraints of said statutes of limitations and b) any defense equitable or otherwise (including but not limited to equitable estoppel, waiver, and laches) will not be asserted, claimed or alleged by Marana should Cortaro IGA-related claims be filed on or prior November 15, 2008. 3. Each of the Parties hereto represents and warrants that the persons executing this Agreement on their respective behalf are authorized by their principals to enter into, bind and to execute this Agreement and each intends that its representations and warranties be relied upon. DATED this ~~ day of September 2008. TOWN OF MARA A By: Mayor of Marana 2 CORTARO RARNA IRRIG TION DISTRICT By: President ~ TION The foregoing agreement has been reviewed pursuant to A.R.S. § 11-952 by legal counsel for the Parties, who have determined that it is in proper form and is within the powers and authority granted under the laws of the State of Arizona to those parties to the Agreement represented by the undersigned. ~._.' ,x _- By: Marana Town Attorney ~`- V; By: Attorneys for CMID/CWUA Documentl 3 t3y: rresident CORTARO RARNA IRRIG TION DISTRICT By: President TION The foregoing agreement has been reviewed pursuant to A.R.S. § 12-952 by Iegal counsel for the Parties, who have determined that it is in proper form and is within the powers and authority granted under the laws of the State of Arizona to those parties to the Agreement represented by the undersigned. By: Marana Town Attorney By: Attorneys for CMID/CWUA Documentl SECOND TOLLING AGREEMENT This Second Tolling Agreement is between and among Town of Marana, a political subdivision of the State of Arizona ("Marana"); Cortaro Marana Irrigation District, Pima County, Arizona, a political subdivision of the State of Arizona ("CMID") and its agent, the Cortaro Water Users Association, an Arizona corporation, (hereinafter both are collectively referred to as "Cortaro"). The foregoing parties are collectively referred to as the "Parties". RECITALS 1. On or about September 16, 1997, the Parties executed an intergovernmental agreement ("IGA") the intent and purpose of which was to maximize. water management efficiencies and avoid unnecessary duplication of municipal water service within Cortaro's boundaries and within Marana's service area by, among other things, consolidating ownership interest in municipal water facilities and defining on-going operational, management, water production and sales, distribution and treatment functions and responsibilities for the provision of municipal water service among the Parties, and to create a trust for the control of wells belonging to Cortaro and Marana through the IGA. 2. A dispute has recently arisen among the Parties in which Cortaro alleges Marana has breached the .IGA Agreement and Cortaro alleges claims against Marana. 3. In an attempt to resolve the dispute among themselves by mutual agreement, Cortaro and Marana are meeting in negotiations without Cortaro immediately pursuing its claims and allegations of breach and monetary losses against Marana. 4. On July 14, 2008, the Parties executed a Tolling Agreement to forestall the filing of a claim on Marana's Town Clerk and to faster settlement efforts. As the negotiations continue in good faith and are intended not to be to the disadvantage of either Party, the Parties agree to once again toll and to waive to a time definite as hereinafter stated any statute of limitations or equitable defenses available to Marana which maybe applicable to the filing of a claim or allegation of breach by Cortaro against Marana. COVENANTS 1. For the promises made and other valuable consideration had and received each from the other, the Parties, each being so authorized and empowered, hereby agree, stipulate and covenant that as to any IGA-related claims of Cortaro filed prior to or on November 15, 2008, any and all times and statutes of limitations which may otherwise be applicable thereto in defense: thereof are hereby extended, waived, and tolled, as well as any equitable defense assertions to said claims filed. 2. In the event that between the dates of July 14, 2008 and November 15, 2008 there arise for Marana any statutes of limitations or any defenses equitable or otherwise (including but not limited to equitable estoppel, waiver, and laches) that Marana might have asserted in defense of the IGA related claims of Cortaro filed on or prior to the close of business on November 15, 2008, Marana agrees a) the time constraints of said statutes of limitations and b) any defense equitable or otherwise (including but not limited to equitable estoppel, waiver, and laches) will not be asserted, claimed or alleged by Marana should Cortaro IGA-related claims be filed on or prior November 15, 2008. 3. Each of the Parties hereto represents and warrants that the persons executing this Agreement on their respective behalf are authorized by their principals to enter into, bind and to execute this Agreement -and each intends that its representations and warranties be relied upon. DATED this ~~ day of September 2008. TOWN OF A By: Mayor of Marana 2 CORTARO A IRRIG TION DISTRICT By: President ~ TION The foregoing agreement has been reviewed pursuant to A.R.S. § 11-952 by legal. counsel for the Parties, who have determined that it is in proper form and is within the powers and authority granted under the laws of the State of Arizona to those parties to the Agreement represented by the undersigned. By: Marana Town Attorney By: Attorneys for CMID/CWUA Documentl 3 tiy: rresident CORTARO A IRRIG TION DISTRICT By. President TION The foregoing agreement has been reviewed pursuant to A.R.S. § 11-952 by legal counsel for the Parties, who have determined that it is in proper form acrd is within the powers and authority granted under the Laws of the State of Arizona to those parties to the Agreerrrent represented by the undersigned. By: Marana Town Attorney By: Attorneys for CMID/CWUA Document) CORTARO A IRRIG TION DISTRICT By. President The foregoing agreement. has been reviewed pursuant to A.R.S. § 11-952 by legal counsel for the Parties, who have determined that it is in proper form and is within the powers and authority granted under the laws of the State of Arizona to those parties to the Agreement represented by the undersigned. By: Marana Town Attorney By: Attorneys for CMII}/CWUA Documentl 3