Loading...
HomeMy WebLinkAboutResolution 2009-111 IGA with pima county and oro valley for design concept for improvements to TangerineMARANA RESOLUTION N0.2009-111 RELATING TO PUBLIC WORKS; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN OF MARANA, PIMA COUNTY, AND THE TOWN OF ORO VALLEY FOR THE DESIGN CONCEPT STUDY OF THE TANGERINE ROAD IMPROVEMENT PROJECT BETWEEN I-10 AND LA CANADA DRIVE WHEREAS the Town of Marana is an Arizona municipal corporation vested with all associ- atedrights, privileges and benefits and is entitled to the immunities and exemptions granted munici- palities and political subdivisions under the Constitution and laws of the State of Arizona and the United States of America, and WHEREAS, pursuant to A.R.S. § 11-952, The Town of Marana, the Town of Oro Valley, and Pima County are authorized to enter into intergovernmental agreements for joint and cooperative action; and WHEREAS, pursuant to A.R.S. § 9-240, the Town of Marana is authorized to layout, main- tain, control, and manger public roadways within its jurisdictional boundaries; and WHEREAS the Town of Marana, the Town of Oro Valley, and Pima County desire to enter into an intergovernmental agreement to obtain a Design Concept Report regarding the construction of roadway improvements on Tangerine Road from Interstate-10 to La Canada Drive; and WHEREAS all parties to the intergovernmental agreement shall have input into the Design Concept Report; and WHEREAS the Town of Marana shall be the "Lead Agency" for the development and im- plementation of the Design Concept Report, and WHEREAS at no cost to the Town of Marana's general fund, the Design Concept Report shall be separately contracted by the Town of Marana and paid for with Regional Transportation Au- thority funds; and WHEREAS the Mayor and Council of the Town of Marana find that entering into this inter- governmental agreement is in the best interests of the citizens of Marana. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, that the intergovernmental agreement between the Town of Marana, the Town of Oro Valley, and Pima County attached to this resolution as Exhibit "A" and incorporated herein by this reference is hereby approved, and the Mayor is authorized to execute it for and on be- half ofthe Town of Marana. Marana Resolution 2009-111 - 1 - IGA Tangerine Road Corridor IT IS FURTHER RESOLVED that the Town Manager and staff are hereby directed and au- thorized to undertake all other and further tasks required or beneficial to carry out the terms, obliga- tions, conditions and objectives of the intergovernmental agreement. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 21St day of July, 2009. Mayor Ed onea ATTEST: ~~ I ~({ Jocelyn C. Bronson, Town Clerk APPROVED AS TO FORM: ~=T ~'~ . /' ~ n ~ . <=.~ ~..~,~~j" / / F~~nk Cassidy, Town Atto ey ate, Marana Resolution 2009-111 - 2 - IGA Tangerine Road Corridor ~c~cu,.{a„~~,, Intergovernmental Agreement between the Town of Marana, the Town of Oro Valley and Pima County, Arizona, for the production of a Design Concept Report for the widening of Tangerine Road between Interstate 10 and La Canada Drive This Intergovernmental Agreement ("IGA") is entered into by and between the Town of Marana, an Arizona municipal corporation, hereinafter referred to as "Marana"; the Town of Oro Valley, an Arizona municipal corporation, hereinafter referred to as "Oro Valley", and Pima County, Arizona, a political subdivision of the State of Arizona, hereinafter referred to as "County", all three of which are collectively referred to as the "Parties". RECITALS WHEREAS, Marana, Oro Valley and County may contract for services and enter into agreements with one another for joint or cooperative action pursuant to A.R.S. § 11- 952; and WHEREAS, Marana and Oro Valley are empowered by A.R.S. § 9-240 to enter into this Agreement and have by resolution, copies of which are attached hereto and made a part hereof, resolved to enter into this Agreement and have authorized the undersigned to execute this Agreement on behalf of Marana and Oro Valley, respectively; WHEREAS, the Parties wish to enter into this Agreement for the purpose of generating a Design Concept Report, or DCR, for the design and construction of roadway improvements to Tangerine Road from Interstate 10 (I-10) to La Canada Drive and to cooperatively select an engineering consulting firm for that purpose; and WHEREAS, funding for the DCR shall be provided by the Regional Transportation Authority (RTA); NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the Parties agree as follows: Tangerine Rd DCR 30909 AGREEMENT I. Purpose. The purpose of this Agreement is to set forth the responsibilities of the Parties regarding the joint and cooperative effort between MARANA, ORO VALLEY and COUNTY to produce a Design Concept Report (DCR) for the design and construction of roadway improvements to Tangerine Road from Interstate 10 (I-10) to La Canada Drive and to cooperatively select an engineering consulting firm for that purpose. II. Scope of Work. This Agreement is applicable only to the tasks contained herein and shall not be extended to any other work regarding construction or maintenance of the project identified in the DCR. The selected Consultant shall do all things necessary to produce the Design Concept Report more specifically described in the attached Exhibit A. III. Selection of Consultant. The work that is to be performed under this Agreement shall be completed by an engineering consulting firm, hereinafter referred to as "Consultant," which shall be selected by a Selection Committee Panel consisting of not less than three or more than five members, hereinafter referred to as the "Panel". a. All Parties shall agree upon the number of Panel members prior to the formation of same. Each of the Parties shall have one (1) member each. Another member of the Panel may consist of an individual from a private professional engineering consulting firm, and shall possess a Professional Engineering License issued by the State of Arizona at the time of the formation of the Panel, or be a certified member of the American Institute of Planners (AICP) at the time of the formation of the Panel. The selected member of the private consulting engineering firm shall be selected based upon a consensus of the Parties. The private Consultant shall not have the right to be selected as the Consultant to perform the said work as described herein or as provided by the formed Panel hereinafter. If decided upon by all parties, a fifth member of the Panel shall consist of a member of another local municipal corporation within the State of Arizona. b. The Panel shall decide upon selection criteria and associated rating(s) prior to the advertisement for the Solicitation of Qualifications for the project. The Panel shall rate each Consultant based upon the agreed criteria and rating system. The three highest scoring Consultants maybe selected for an interview, unless the Panel has compelling rationale and unanimously agrees that an interview is not necessary. If an interview is necessary, the Panel shall agree upon the questions, presentation criteria and time frame, and rating associated with same prior to the interviews. The Panel shall determine prior to the interview, if one is determined to be required, how the selection of the Consultant will be determined for 2 possible award, i.e., total points accumulated to date or based solely on the interview evaluation rating system. c. If any member of the Panel is removed or becomes ineligible due to change of employment, by means of conflict of interest, or any other reason prior to the selection of the Consultant, the Panel at its sole discretion may either replace the panel member with a unanimous vote with another member of the same jurisdiction or agency as the departing member, or may choose not to replace the departing member. It will be at the pleasure of the Panel to decide if the panel member will be replaced. If a decision is not reached as to how the departing member is to either be replaced or omitted from the selection process, the Panel shall be disbanded, and the selection of a new Panel shall be selected with the same criteria as described herein. The new Panel shall restart the selection process of the Consultant. d. After the selection of the Consultant, the Panel shall be disbanded and shall not be affective for any part of the project hereafter, except if individuals from the Panel are involved in the project individually. e. After the selection of the Consultant, all Panel shall agree upon the Consultant's liability insurance requirement(s), detailed scope of work and possible cost to perform the work. The Consultant shall provide the scope and cost proposal and Marana shall distribute it to all Parties. Comments, changes and revisions shall be provided to the Consultant for inclusion and/or exclusion of the Scope of Work. All Parties shall be signatories to the final Scope and Cost of Work that is to be performed. If Change Orders are necessary as revisions to the Consultant's original scope of work, the municipality that directed the Change Order will be responsible for obtaining additional RTA funds for the cost associated with the Change Order. If a Change Order is required and affects all Parties, then all Parties shall be signatories to the Change Order. The Parties signing this change order shall identify and describe the cost sharing and funding mechanisms of the Change Order prior to the execution of the Change Order. IV. Responsibilities of the Parties. 1. Marana shall: A. Take the lead management role. B Shall be the lead agency for the solicitation, final selection and management of the Consultant. C. Shall be the lead agency for funding the DCR through a separate agreement between Marana and the RTA. D. Shall appoint one person from Marana to be on the Consultant's Selection Panel to work collectively and cooperatively with other Parties to select additional Panel member(s) as maybe determined. 2. Oro Valley shall: A. As an associate participant, provide input and direction as to how the Project as it relates to the DCR will progress and how it will be performed within the jurisdiction of Oro Valley and shall provide review services for the performed progress submittals and final submittal of the DCR. B. Appoint one person from Oro Valley to be on the Consultant's selection Panel to work collectively cooperatively with other Parties to select additional Panel member(s) as maybe determined. 3. County shall: A. As an associate participant, provide input and direction as to how the project as it relates to the DCR will progress and how it will be performed within the jurisdiction of Pima County and shall provide review services for the performed progress submittals and final submittal of the DCR. B. Appoint one person from County to be on the Consultant's Selection Panel to work collectively and cooperatively with other Parties to .select additional Panel member(s) as maybe determined. V. Termination. Any Party to the Agreement may terminate this Agreement for any reason by providing written notice of such termination to the other Parties. Any such termination shall not relieve any Party from liabilities or costs already incurred under this Agreement. VI. Non-assignment. The Parties to this Agreement shall not assign its rights under this Agreement to any other Party. VII. Amendment(s). This Agreement maybe, altered, amended, changed or modified by a duly executed instrument signed by all Parties. VIII. 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. IX. Severability. In the event that any provision of this Agreement or the application thereof is declared invalid or void by statute or judicial decision, such action shall have no effect on other provisions and their application, which can be given effect without the invalid or void provision or application, and to this extent the provisions of the Agreement are severable. In the event that any provision of this Agreement is 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. X. Conflict of Interest. This Agreement is subject to the provisions of A.R.S. § 38- 511, which provides for cancellation by a public body in certain instances involving conflicts of interest. 4 XI. Ownership of Improvements. Ownership and title to all materials submitted and performed as part of this DCR pursuant to this Agreement shall automatically vest equally in the Parties upon completion of the Project. XII. Legal Jurisdiction. Nothing in this Agreement shall be construed as either limiting or extending the legal jurisdiction of MARANA, ORO VALLEY or COUNTY. XIII. No Joint Venture. It is not intended by this Agreement to, and nothing contained in this Agreement shall be construed to, create any partnership, joint venture or employment relationship between the Parties or create any employer-employee relationship between Marana, Oro Valley, and/or County employees. The Parties shall not 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. IXV. 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 effect the legal liability of the Parties to the Agreement by imposing any standard of care different from the standard of care imposed by law. XV. Compliance with Laws. The Parties shall comply with all applicable federal, state and local laws, rules, regulations, standards and executive orders, without limitation to those designated within this Agreement. A. Anti-Discrimination. .The provisions of A.R.S. § 41-1463 and Executive Order Number 99-4 issued by the Governor of the State of Arizona are incorporated by this reference as a part of this Agreement. B. Americans with Disabilities Act. This Agreement is subject to all applicable provisions of the Americans with Disabilities Act (Public Law 101-336,42 U.S.C. 12101-12213) and all applicable federal regulations under the Act, including 28 CFR Parts 35 and 36. XVI. Waiver. Waiver by any Party of any breach of any term, 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 any other term, covenant, or condition herein contained. XVIL 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 Barbara Johnson General Manager, Public Services TOWN OF ORO VALLEY Craig Civalier, P.E. Town Engineer 5 Town of Marana 11555 W. Civic Center Drive Marana, Arizona 85653 Cc: Frank Cassidy Town Attorney Town of Marana 11555 W. Civic Center Drive Marana, Arizona 85653 PIMA COUNTY Town of Oro Valley 11000 N. La Canada Drive Oro Valley, Arizona 85737 Cc: Tobin Rosen Town Attorney Town of Oro Valley 11000 N. La Canada Drive Oro Valley, Arizona 85737 Priscilla Cornelio, P.E. Director, Department of Transportation Pima County 201 N. Stone Avenue, 4th floor Tucson, Arizona 85701-1207 Cc: Hal Gilbreath County Attorney Pima County 32 N. Stone Avenue, Suite 2100 Tucson, Arizona 85701-1412 XIX. Remedies. Any Party to this Agreement 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. XX. 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. 6 IN WITNESS WHEREOF, the Town of Marana, the Town of Oro Valley and Pima County have caused this Agreement to be executed by the Mayor and Council of the Town of Marana and the Town of Oro Valley, upon resolution of the their respective Mayor and Council, and by the Chairman and Board of Supervisors of Pima County upon resolution of said Supervisors and attested to by the Clerk of the Town of Marana, the Clerk of the Town of Oro Valley and Clerk of the Board of Supervisors of Pima County TOWN OF M NA Ed Honea Mayor ATTEST: -..... Vi R i~ , 'DCgv+~ Ttx~,n Cltrk Date: ~f/~~pq of Supervisors JUN Lori Godoshian, Clerk of the Board Date: JUN 1$ 2009 TOWN OF ORO VALLEY Paul H. Loomis, Mayor ATTEST: Ka hryn E. Cuvelier, Town Clerk Date: ~ ' / 1 'a ATTEST: 1 6 Z~a9 INTERGOVERNMENTAL DETERMINATION Pursuant to A.R.S. § 11-952, the attorney for the Town of Marana, Town of Oro Valley, and Pima County hereto have determined, for their respective clients, that the foregoing Agreement is in proper form, and is within the powers and authority granted under the laws of this State. MARACA , f ~ ,, ~F , '" ~ f l ~`~'~ nk Cassidy, Town At ey ~ u~ ~` zi ~~` Date: PIMA COUNT Deputy County Attorney Date: ~' 26'~~ ooq l~k. • ~1 EXHIBIT A: SCOPE OF WORK The selected consultant shall do all things necessary to produce the Design Concept Report, which shall included, but not be limited, to the following elements. A. Traffic Impact Analysis. B. Access Management Report. C. Level of Service analyses for roadway segments and intersections. D. Geometric and operational requirements (including, but not limited to: number of lanes [turn-lane needs (left, right or combinations thereof), through lanes], lane widths, and signalization needs. E. Cross Sections of Roadway Requirements: i. MARANA's approved cross section(s) shall be utilized between I-10 and MARANA's eastern jurisdictional limits. ii. A transition section will be utilized between MARANA's eastern jurisdictional limits and ORO VALLEY's western jurisdictional limits. iii. ORO VALLEY's approved cross section(s) shall be utilized between the western ORO VALLEY jurisdictional limits and La Canada Drive. F. Right(s)-of--way and easement(s), existing and proposed, associated with the roadway improvements. G. Multi-Modal needs of the roadway as directed by all parties involved, including: i. Public transit pull-outs. ii. Paved multi-use path. iii. Multi-use lanes. iv. Sidewalks H. Drainage needs for the proposed design. i. Sizing of drainage facilities to also be determined based on recommendations resulting from wildlife crossing evaluation that is to be performed in conjunction with the overall project development. L Utility adjustments, relocations, abandonments in place, removals, and new construction requirements. J. Environmental and Archaeology, including: i. Wildlife Linkages Study -determine appropriate locations and sizes for wildlife crossings to make sure they are consistent with Marana's Preliminary Habitat Conservation Plan. ii. Sonoran Desert Conservation Plan on Tangerine Road Scenic Corridor Overlay District. iii. Clean Water Act, Section 404 - complete a jurisdictional delineation and other preliminary compliance documents. iv. Archeology -complete an archaeology study and other preliminary archaeology work along with recommendations associated therewith. K. Provide a probable Estimate of Construction Cost(s) for the roadway improvements with discussions relative to escalation of cost(s) with respect to out years. F. ANN RODRIGUEZ, RECORDER DOCKET: 13612 RECORDED BY: CCC ~" PAGE: 93 ' DEPUTY RECORDER 4y°F ~I`h9~ N0. OF PAGES: 16 1111 PRl ~'~ ~O SEQUENCE: 20091470029 SMARA W i~~x 07/31/2009 TOWN OF MARANA ~N \ ~ ~'~ AG 09:47 ATTN : TOWN CLERK ~9RIZU11¢' 11555 W CIVIC CENTER DR MAIL MARANA AZ 85653 AMOUNT PAID $ 13.50 ~o ..,~aU ~' ~ !~~ a.Y.~~ D`D _~ -_-~~. r7~9^Y'''~~ ~,,..,..~...~.~..,-..,_,_r .....,,._-...~_,~...~..r,_ .. ,f.x.-,~,,~,, Intergovernmental Agreement between the Town of Marana, the Town of Oro Valley and Pima County, Arizona, for the production of a Design Concept Report for the widening of Tangerine Road between Interstate 10 and La Canada Drive This Intergovernmental Agreement ("IGA") is entered into by and between the Town of Marana, an Arizona municipal corporation, hereinafter referred to as "Marana"; the Town of Oro Valley, an Arizona municipal corporation, hereinafter referred to as "Oro Valley", and Pima County, Arizona, a political subdivision of the State of Arizona, hereinafter referred to as "County", all three of which are collectively referred to as the "Parties". RECITALS WHEREAS, Marana, Oro Valley and County may contract for services and enter into agreements with one another for joint or cooperative action pursuant to A.R.S. § 11- 952; and WHEREAS, Marana and Oro Valley are empowered by A.R.S. § 9-240 to enter into this Agreement and have by resolution, copies of which are attached hereto and made a part hereof, resolved to enter into this Agreement and have authorized the undersigned to execute this Agreement on behalf of Marana and Oro Valley, respectively; WHEREAS, the Parties wish to enter into this Agreement for the purpose of generating a Design Concept Report, or DCR, for the design and construction of roadway improvements to Tangerine Road from Interstate 10 (I-10) to La Canada Drive and to cooperatively select an engineering consulting firm for that purpose; and WHEREAS, funding for the DCR shall be provided by the Regional Transportation Authority (RTA); NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the Parties agree as follows: Tangerine Rd DCR 30909 1 ~~ AGREEMENT I. Purpose. The purpose of this Agreement is to set forth the responsibilities of the Parties regarding the joint and cooperative effort between MARANA, ORO VALLEY and COUNTY to produce a Design Concept Report (DCR) for the design and construction of roadway improvements to Tangerine Road from Interstate 10 (I-10) to La Canada Drive and to cooperatively select an engineering consulting firm for that purpose. II. Scope of Work. This Agreement is applicable only to the tasks contained herein and shall not be extended to any other work regarding construction or maintenance of the project identified in the DCR. The selected Consultant shall do all things necessary to produce the Design Concept Report more specifically described in the attached Exhibit A. III. Selection of Consultant. The work that is to be performed under this Agreement shall be completed by an engineering consulting firm, hereinafter referred to as "Consultant," which shall be selected by a Selection Committee Panel consisting of not less than three or more than five members, hereinafter referred to as the "Panel". a. All Parties shall agree upon the number of Panel members prior to the formation of same. Each of the Parties shall have one (1) member each. Another member of the Panel may consist of an individual from a private professional engineering consulting firm, and shall possess a Professional Engineering License issued by the State of Arizona at the time of the formation of the Panel, or be a certified member of the American Institute of Planners (AICP) at the time of the formation of the Panel. The selected member of the private consulting engineering firm shall be selected based upon a consensus of the Parties. The private Consultant shall not have the right to be selected as the Consultant to perform the said work as described herein or as provided by the formed Panel hereinafter. If decided upon by all parties, a fifth member of the Panel shall consist of a member of another local municipal corporation within the State of Arizona. b. The Panel shall decide upon selection criteria and associated rating(s) prior to the advertisement for the Solicitation of Qualifications for the ,U project. The Panel shall rate each Consultant based upon the agreed criteria and rating system. The three highest scoring Consultants maybe ,~„ selected for an interview, unless the Panel has compelling rationale and ~~~~ unanimously agrees that an interview is not necessary. If an interview is ~'f necessary, the Panel shall agree upon the questions, presentation criteria and time frame, and rating associated with same prior to the interviews. The Panel shall determine prior to the interview, if one is determined to be required, how the selection of the Consultant will be determined for 2 possible award, i.e., total points accumulated to date or based solely on the interview evaluation rating system. If any member of the Panel is removed or becomes ineligible due to change of employment, by means of conflict of interest, or any other reason prior to the selection of the Consultant, the Panel at its sole discretion may either replace the panel member with a unanimous vote with another member of the same jurisdiction or agency as the departing member, or may choose not to replace the departing member. It will be at the pleasure of the Panel to decide if the panel member will be replaced. If a decision is not reached as to how the departing member is to either be replaced or omitted from the selection process, the Panel shall be disbanded, and the selection of a new Panel shall be selected with the same criteria as described herein. The new Panel shall restart the selection process of the Consultant. d. After the selection of the Consultant, the Panel shall be disbanded and shall not be affective for any part of the project hereafter, except if individuals from the Panel are involved in the project individually. e. After the selection of the Consultant, all Panel shall agree upon the Consultant's liability insurance requirement(s), detailed scope of work and possible cost to perform the work. The Consultant shall provide the scope and cost proposal and Marana shall distribute it to all Parties. Comments, changes and revisions shall be provided to the Consultant for inclusion and/or exclusion of the Scope of Work. All Parties shall be signatories to the final Scope and Cost of Work that is to be performed. If Change Orders are necessary as revisions to the Consultant's original scope of work, the municipality that directed the Change Order will be responsible for obtaining additional RTA funds for the cost associated with the Change Order. If a Change Order is required and affects all Parties, then all Parties shall be signatories to the Change Order. The Parties signing this change order shall identify and describe the cost sharing and funding mechanisms of the Change Order prior to the execution of the Change Order. IV. Responsibilities of the Parties. 1. Marana shall: A. Take the lead management role. 1„ B Shall be the lead agency for the solicitation, final selection and management of ~• the Consultant. C. Shall be the lead agency for funding the DCR through a separate agreement between Marana and the RTA. D. Shall appoint one person from Marana to be on the Consultant's Selection Panel to work collectively and cooperatively with other Parties to select additional Panel member(s) as maybe determined. ~" 2. Oro Valley shall: A. As an associate participant, provide input and direction as to how the Project as it relates to the DCR will progress and how it will be performed within the jurisdiction of Oro Valley and shall provide review services for the performed progress submittals and final submittal of the DCR. B. Appoint one person from Oro Valley to be on the Consultant's selection Panel to work collectively cooperatively with other Parties to select additional Panel member(s) as maybe determined. 3. County shall: A. As an associate participant, provide input and direction as to how the project as it relates to the DCR will progress and how it will be performed within the jurisdiction of Pima County and shall provide review services for the performed progress submittals and final submittal of the DCR. B. Appoint one person from County to be on the Consultant's Selection Panel to work collectively and cooperatively with other Parties to select additional Panel member(s) as maybe determined. V. Termination. Any Party to the Agreement may terminate this Agreement for any reason by providing written notice of such termination to the other Parties. Any such termination shall not relieve any Party from liabilities or costs already incurred under this Agreement. VI. Non-assignment. The Parties to this Agreement shall not assign its rights under this Agreement to any other Party. VII. Amendment(s). This Agreement maybe, altered, amended, changed or modified by a duly executed instrument signed by all Parties. VIII. 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. IX. Severability. In the event that any provision of this Agreement or the application thereof is declared invalid or void by statute or judicial decision, such action shall have no effect on other provisions and their application, which can be given effect without the invalid or void provision or application, and to this extent the provisions of the Agreement are severable. In the event that any provision of this Agreement is 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. X. Conflict of Interest. This Agreement is subject to the provisions of A.R.S. § 38- 511, which provides for cancellation by a public body in certain instances involving conflicts of interest. 4 XI. Ownership of Improvements. Ownership and title to all materials submitted and performed as part of this DCR pursuant to this Agreement shall automatically vest equally in the Parties upon completion of the Project. XII. Legal Jurisdiction. Nothing in this .Agreement shall be construed as either limiting or extending the legal jurisdiction of MARANA, ORO VALLEY or COUNTY. XIII. No Joint Venture. It is not intended by this Agreement to, and nothing contained in this Agreement shall be construed to, create any partnership, joint venture or employment relationship between the Parties or create any employer-employee relationship between Marana, Oro Valley, and/or County employees. The Parties shall not 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. IXV. 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 effect the legal liability of the Parties to the Agreement by imposing any standard of care different from the standard of care imposed by law. XV. Compliance with Laws. The Parties shall comply with all applicable federal, state and local laws, rules, regulations, standards and executive orders, without limitation to those designated within this Agreement. A. Anti-Discrimination. The provisions of A.R.S. § 41-1463 and Executive Order Number 99-4 issued by the Governor of the State of Arizona are incorporated by this reference as a part of this Agreement. B. Americans with Disabilities Act. This Agreement is subject to all applicable provisions of the Americans with Disabilities Act (Public Law 101-336,42 U.S.C. 12101-12213) and all applicable federal regulations under the Act, including 28 CFR Parts 35 and 36. XVI. Waiver. Waiver by any Party of any breach of any term, 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 any other term, covenant, or condition herein contained. XVII. 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 Barbara Johnson General Manager, Public Services TOWN OF ORO VALLEY Craig Civalier, P.E. Town Engineer ,a ~~ 5 Town of Marana 11555 W. Civic Center Drive Marana, Arizona 85653 Cc: Frank Cassidy Town Attorney Town of Marana 11555 W. Civic Center Drive Marana, Arizona 85653 PIMA COUNTY Town of Oro Valley 11000 N. La Canada Drive Oro Valley, Arizona 85737 Cc: Tobin Rosen Town Attorney Town of Oro Valley 11000 N. La Canada Drive Oro Valley, Arizona 85737 Priscilla Cornelio, P.E. Director, Department of Transportation Pima County 201 N. Stone Avenue, 4th floor Tucson, Arizona 85701-1207 Cc: Hal Gilbreath County Attorney Pima County 32 N. Stone Avenue, Suite 2100 Tucson, Arizona 85701-1412 XIX. Remedies. Any Party to this Agreement 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. XX. 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. 6 IN WITNESS WHEREOF, the Town of Marana, the Town of Oro Valley and Pima County have caused this Agreement to be executed by the Mayor and Council of the Town of Marana and the Town of Oro Valley, upon resolution of the their respective Mayor and Council, and by the Chairman and Board of Supervisors of Pima County upon resolution of said Supervisors and attested to by the Clerk of the Town of Marana, the Clerk of the Town of Oro Valley and Clerk of the Board of Supervisors of Pima County TOWN OF MA NA Ed Honea ,Mayor ATTEST: -~-~. ~e~eclp~rE-~re~rsvn; '~'vvYi'~~eYk Viviano Ruin , btpv~ "Tt~wn Uerk Date: ~/ 22' Oq PIMA Chairman, Board`of Supervisors ATTEST: JUN 16 2flfl9 Lori Godoshian, Clerk of the Board Date: JUN 16 2009 TOWN OF ORO VALLEY Paul H. Loomis, Mayor ATTEST: r ~ r Ka hryn E. Cuvelier, Town Clerk Date: ~~11~ INTERGOVERNMENTAL DETERMINATION Pursuant to A.R.S. § 11-952, the attorney for the Town of Marana, Town of Oro Valley, and Pima County hereto have determined, for their respective clients, that the foregoing Agreement is in proper form, and is within the powers and authority granted under the laws of this State. MARA~`A ` ~ ~ ,~` l t °" Fr~anlc Cassidy, Town At ey ~~ 4. Date: ~ ~ ~/ ~~ PIMA COUNT Deputy County Attorney Date: ~' 26'~~1 8 oogl~.• ~ EXHIBIT A: SCOPE OF WORK The selected consultant shall do all things necessary to produce the Design Concept Report, which shall included, but not be limited, to the following elements. A. Traffic Impact Analysis. B. Access Management Report. C. Level of Service analyses for roadway segments and intersections. D. Geometric and operational requirements (including, but not limited to: number of lanes [turn-lane needs (left, right or combinations thereof), through lanes], lane widths, and signalization needs. E. Cross Sections of Roadway Requirements: i. MARANA's approved cross section(s) shall be utilized between I-10 and MARANA's eastern jurisdictional limits. ii. A transition section will be utilized between MARANA's eastern jurisdictional limits and ORO VALLEY'S western jurisdictional limits. iii. ORO VALLEY'S approved cross section(s) shall be utilized between the western ORO VALLEY jurisdictional limits and La Canada Drive. F. Right(s)-of--way and easement(s), existing and proposed, associated with the roadway improvements. G. Multi-Modal needs of the roadway as directed by all parties involved, including: i. Public transit pull-outs. ii. Paved multi-use path. iii. Multi-use lanes. iv. Sidewalks H. Drainage needs for the proposed design. i. Sizing of drainage facilities to also be determined based on recommendations resulting from wildlife crossing evaluation that is to be performed in conjunction with the overall project development. I. Utility adjustments, relocations, abandonments in place, removals, and new construction requirements. J. Environmental and Archaeology, including: i. Wildlife Linkages Study -determine appropriate locations and sizes for wildlife crossings to make sure they are consistent with Marana's Preliminary Habitat Conservation Plan. ii. Sonoran Desert Conservation Plan on Tangerine Road Scenic Corridor Overlay District. ~~~ iii. Clean Water Act, Section 404 - complete a jurisdictional delineation and other preliminary compliance documents. .. iv. Archeology -complete an archaeology study and other preliminary archaeology work along with recommendations associated therewith. K. Provide a probable Estimate of Construction Cost(s) for the roadway improvements ' with discussions relative to escalation of cost(s) with respect to out years. RESOLUTION AND ORDER N0.2009 - i i ~ RESOLUTION OF THE PIMA COUNTY BOARD OF SUPERVISORS APPROVING AND AUTHORIZING THE EXECUTION OF AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN OF MARANA, THE TOWN OF ORO VALLEY AND PIMA COUNTY FOR THE DEVELOPMENT AND IMPLEMENTATION OF A DESIGN CONCEPT REPORT FOR THE WIDENING OF TANGERINE ROAD BETWEEN INTERSTATE 10 AND LA CANADA DRIVE. (DISTRICTS 1 & 3) WHEREAS, The Town of Marana, the Town of Oro Valley and Pima County desire to enter into and Intergovernmental Agreement to obtain a Design Concept Report regarding the construction of roadway improvements on Tangerine Road from Interstate 10 to La Canada Drive (Project), and WHEREAS, The Town of Marana will be the "Lead Agency" for the development and implementation of the Design Concept Report, and WHEREAS, at no cost to the County, the Design Concept Report shall be separately contracted for by the Town of Marana and paid for with Regional Transportation Authority funds, and WHEREAS, all parties to the Intergovernmental Agreement shall have input into the Design Contract Report, and WHEREAS, the Pima County Board of Supervisors has determined it to be in the best interest of the County to enter into the Intergovernmental Agreement with the Town of Marana and the Town of Oro Valley for implementation of the project, NOW, THEREFORE, UPON MOTION DULY MADE, SECONDED AND CARRIED, BE RESOLVED THAT: 1. The Intergovernmental Agreement with the Town of Marana, Town of Oro Valley and Pima County for the addition of the Design Concept Report regarding the construction of roadway improvements on Tangerine Road from Interstate 10 to La Canada Drive is hereby approved. 2. The Chair of the Board is hereby authorized and directed to sign the agreement on behalf of the Pima County Board of Supervisors. 3. The various officers and employees are hereby authorized and directed to perform all acts necessary and desirable to give effect to this Resolution. PAS OPTED AND APPROVED this 16th day of June 2009. PIMA C Y BO S RS: ATTEST• Chai an of the Boar 6/ 16/ 09 Clerk of the Board Approv d as rm: Deputy a Attorney owl 3 RESOLUTION NO. (R) 09- 22 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF ORO VALLEY, ARIZONA, AUTHORIZING AND APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN OF ORO VALLEY, -THE TOWN OF MARANA AND PIMA COUNTY FORA DESIGN CONCEPT REPORT REGARDING THE. CONSTRUCTION OF ROADWAY IMPROVEMENTS ON TANGERINE ROAD BETWEEN INTERSTATE 10 AND LA CAl~ADA DRIVE WHEREAS, the Town of Oro Valley is a political subdivision of the State of Arizona vested with all associated rights, privileges and benefits and is entitled to the immunities and exemptions granted municipalities and political subdivisions under the Constitution and laws of the State of Arizona and the United States; and WHEREAS, pursuant to A.R.S. § 1 i-9S2, the Town of Oro Valley, the Town of Marana and Pima County are authorized to enter into Intergovernmental Agreements for joint and cooperative action; and WHEREAS, pursuant to A.R.S. § 9-276, the Town is authorized to lay. out, maintain, control and manage public roads within its jurisdictional boundaries; and WHEREAS, the Town of Oro Valley, the Town of Marana and Pima County desire to enter into an Intergovernmental Agreement to obtain a Design Concept Report regarding the construction of roadway improvements on Tangerine Road from Interstate I-10 to La Canada Drive; and WHEREAS, all parties to the Intergovernmental Agreement shall have input into the Design Concept Report; and WHEREAS, at no cost to the Town, the Design Concept Report shall be separately contracted for by the Town of Marana and paid for with Regional Transportation Authority funds; and WHEREAS, it is in the best interest of the Town of Oro Valley to enter into the -- Intergovernmental Agreement, attached hereto as Exhibit "A", with the Town of Marana and Pima County to obtain a Design Concept Report regarding the construction of ~~' roadway improvements on Tangerine Road from Interstate I-10 to La Canada Drive. ~~ :~~ C:\Documcnts and SettingsVgaraa\Local Settings\Tempolary Interne[ PilesWLKI\Rcsoluliondoc Town of Oro Valley AtlomeY's 06ceka/020209 THEREFORE, BE IT RESOLVED, by the Mayor and Town Council of the Town of Oro Valley, Arizona that: 1. The Intergovernmental Agreement, attached hereto as Exhibit "A". and incorporated herein by this reference, by and between the Town of Oro Valley, the Town of Marana and Pima County for a Design Concept Report regarding the construction of roadway improvements on Tangerine Road from Interstate I-10 to La Canada-Drive is hereby approved. 2. The Mayor and any other administrative officials are hereby .authorized to take such steps necessary to execute and implement the terms of the Intergovernmental Agreement. PASSED AND ADOPTED by the Mayor and Town Council of the Town of Oro Valley, Arizona this6tMay of ~Y , 2009. TOWN OF ORO VALLEY Paul H. Loomis, Mayor ATTEST: Ka n E. Cuvelier, Town Clerk -~ ~- 0 9 Date APPROVED AS TO FORM: Tobin Rosen, Town Attorney rro~ld Date r C'1Doauneols and SetGagsUgarcia\LOCal Settings\Temporary In[eme[ Files\OLKl\Resoluaon.doc Town of Om Valley Attorney's O$Wca/020209 EXHIBIT "A" C1Documents and Settin8sugazcialI.oral 3ettingslTempoxary IntemetFifeslOLKk~Resolution.doc 't'Ow¢ of Om Valley Attorney's OSicdcaf020209 MARANA RESOLUTION N0.2009-111 RELATING TO PUBLIC WORKS; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN OF MARANA, PIMA COUNTY, AND THE TOWN OF ORO VALLEY FOR THE DESIGN CONCEPT STUDY OF THE TANGERINE ROAD IMPROVEMENT PROJECT BETWEEN I-10 AND LA CANADA DRIVE WHEREAS the Town of Marana is an Arizona municipal corporation vested with all associ- atedrights, privileges and benefits and is entitled to the immunities and exemptions granted munici- palities and political subdivisions under the Constitution and laws of the State of Arizona and the United States of America, and WHEREAS, pursuant to A.R.S. § 11-952, The Town of Marana, the Town of Oro Valley, and Pima County are authorized to enter into intergovernmental agreements for joint and cooperative action; and. WHEREAS, pursuant to A.R.S. § 9-240, the Town of Marana is authorized to layout, main- tain, control, and manger public roadways within its jurisdictional boundaries; and WHEREAS the Town of Marana, the Town of Oro Valley, and Pima County desire to enter into an intergovernmental agreement to obtain a Design Concept Report regarding the construction of roadway improvements on Tangerine Road from Interstate-10 to La Canada Drive; and WHEREAS all parties to the intergovernmental agreement shall have input into the Design Concept Report; and WHEREAS the Town of Marana shall be the "Lead Agency" for the development and im- plementation of the Design Concept Report, and WHEREAS at no cost to the Town of Marana's general fund, the Design Concept Report shall be separately contracted by the Town of Marana and paid for with Regional Transportation Au- thority funds; and WHEREAS the Mayor and Council of the Town of Marana find that entering into this inter- ,.,,t governmental agreement is in the best interests of the citizens of Marana. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE "~" TOWN OF MARANA, that the intergovernmental agreement between the Town of Marana, the Town of Oro Valley, and Pima County attached to this resolution as Exhibit "A" and incorporated ~~ 1. herein by this reference is hereby approved, and the Mayor is authorized to execute it for and on be- ~~ n~~{u half of the Town of Marana. ~' Marana Resolurion 2009-1 l 1 - 1 - IGA Tangerine Road Corridor IT IS FURTHER RESOLVED that the Town Manager and staff are hereby directed and au- thorized to undertake all other and further tasks required or beneficial to carry out the terms, obliga- tions, conditions and objectives of the intergovernmental agreement. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 21st day of July, 2009. ~~~ Mayor Ed onea ATTEST: ~~~~ ~~ Jocelyn C. Bronson, Town Clerk APPROVED AS TO FORM: ~' '~ _ F><~nk Cassidy, Town Atto ey ;~,,., v,. Marana Resolution 2009-111 - 2 - IGA Tangerine Road Corridor