HomeMy WebLinkAboutResolution 2011-089 IGA with pima county for the design and construction of two bridges along the santa cruz river MARANA RESOLUTION NO. 2011-89
RELATING TO PARKS AND RECREATION; APPROVING AND AUTHORIZING THE
MAYOR TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT BETWEEN PIMA
COUNTY AND THE TOWN OF MARANA FOR THE DESIGN AND CONSTRUCTION OF
TWO BRIDGES ALONG THE SANTA CRUZ RIVER BEHIND CONTINENTAL RANCH
WHEREAS Recreation is identified as one of the five focus areas of the Marana Strategic
Plan, adopted by the Town Council in February 2009 and revised in December 2009; and
WHEREAS the Recreation focus area includes an action strategy to continue development
of the shared -use path along the Santa Cruz River; and
WHEREAS the Town Council finds that approval of the intergovernmental agreement with
Pima County for the design and construction of two bridges along the Santa Cruz River as set forth
in this resolution is in the best interests of the Town and its residents.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE
TOWN OF MARANA, ARIZONA, AS FOLLOWS:
SECTION 1. The intergovernmental agreement (IGA) between Pima County and the Town
of Marana for the design and construction of two bridges along the Santa Cruz River behind Conti-
nental Ranch, 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.
SECTION 2. The Town's Manager and staff are hereby directed and authorized to undertake
all other and further tasks required or beneficial to carry out the terms, obligations, and objectives of
the aforementioned IGA.
PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MA-
RANA, ARIZONA, this 6 day of September, 2011.
``, o
�'� P Mayor E Honea
�9EAI.
ATTEST: ke",wz2 19� ��`
��� APPROVED AS TO FORM:
9
cel Bronson, Town Clerk nk Cas dy, Town ttorney
{00027737.DOC /}
F. ANN RODRIGUEZ, RECORDER
Recorded By: RJL IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII
M
' DEPUTY RECORDER QyoF�`I`Y n SEQUENCE: 20113340119
�V /
32 W� �l �Q NO. PAGES: 13
P0000 b y RES 11/30/2011
PIMA CO PUBLIC WORKS ADMINISTRATION
P N 9R � 12:25
PICKUP
PICK UP
AMOUNT PAID: $0.00
MARANA RESOLUTION NO. 2011-89
RELATING TO PARKS AND RECREATION; APPROVING AND AUTHORIZING THE
MAYOR TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT BETWEEN PIMA
COUNTY AND THE TOWN OF MARANA FOR THE DESIGN AND CONSTRUCTION OF
TWO BRIDGES ALONG THE SANTA CRUZ RIVER BEHIND CONTINENTAL RANCH
WHEREAS Recreation is identified as one of the five focus areas of the Marana Strategic
Plan, adopted by the Town Council in February 2009 and revised in December 2009; and
WHEREAS the Recreation focus area includes an action strategy to continue development
of the shared -use path along the Santa Cruz River; and
WHEREAS the Town Council finds that approval of the intergovernmental agreement with
Pima County for the design and construction of two bridges along the Santa Cruz River as set forth
in this resolution is in the best interests of the Town and its residents.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE
TOWN OF MARANA, ARIZONA, AS FOLLOWS:
SECTION 1. The intergovernmental agreement (IGA) between Pima County and the Town
of Marana for the design and construction of two bridges along the Santa Cruz River behind Conti-
nental Ranch, 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.
SECTION 2. The Town's Manager and staff are hereby directed and authorized to undertake
all other and further tasks required or beneficial to carry out the terms, obligations, and objectives of
the aforementioned IGA.
PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MA-
RANA, ARIZONA, this 6 day of September, 2011.
Mayor Honea
ATTEST: �Ii2 j,,`�� APPROVED AS TO FORM:
�11i111
Gbh
b 1cel . Bronson, Town Clerk F Town ttorney
100027737.DOC /}
C ONTRACT
,Np �a�opor�o /7; 3
AMENDMENT NO,
Intergovernmental Agreement, This number must appear on all
invoices, correspondence and
docurnents pertaining to this
Contract.
between
Pima County and the Town of Marana
for
Design and Construction
of Two Bridges along Santa Cruz River, behind
Continental Ranch
1 of 12
Intergovernmental Agreement
between
Pima County and the Town of Marana
To
Design and Construct Two Bridges along the Santa Cruz River
within the Town of Marana
This Agreement is entered into by and between Pima County, a body politic and corporate of the
State of Arizona ( " County " ) and the Town of Marana ( " Maran a "), an Arizona municipal corporation,
pursuant to Arizona Revised Statutes (A.R.S.) Section 11 -952. County and Marana are sometimes
collectively referred to as the Parties
Recitals
A. County and Marana may contract for services and enter into agreements with one another for
joint or cooperative action pursuant to A.R.S. § 11 -952.
B. A Special Bond Election was held in Pima County on May 18, 2004 in which the citizens of
Pima County voted to approve the issuance of Pima County General Obligation Bonds to fund
various public projects.
C. Pima County Ordinance No. 2004 -18, as subsequently amended (the " Bond Ordinance "), lists,
as an approved 2004 bond - funded project, the construction of bank protection and a linear park
with a shared use path, landscaping and other amenities, along 4.1 miles of the Santa Cruz
River, from the Yuma Mine Wash, south of Cortaro Road, to the El Rio Neighborhood Park
(see Bond Ordinance Section VILE. 1.1)(5.9)) ( " Project 5.9 ").
D. County and Marana previously entered into an IGA (County Contract No. 01- 59- M- 138118-
0606) pursuant to which the County provided this bond funding to Marana. for Project 5.9,
which has since been completed. $85,490 in County 2004 bond proceeds allocated to Project
5.9 remains available and unexpended (the " Remaining Bond Funds ").
E. Marana now plans to construct a multi -use path connecting to the linear park trail, located on
the west bank of the Santa Cruz River in Continental Ranch which will include two bridges
that are estimated to cost $345,000 each. The County is willing to provide the Remaining
Bond Funds and additional funds, up to a total of $200,000 (the " Allocated Maximum
Amount ") to Marana for construction of the two bridges (the " Project ").
F. Projects constructed in whole or in part with bond proceeds are subject to the guidelines for
bonding disclosure, accountability and implementation of County bond projects in other
jurisdictions contained in Pima County Code Chapter 3.06 and in the Bond Ordinance. The
parties acknowledge that using the Remaining Bond Funds means that the description of
Project 5.9 in the Bond Ordinance must be amended to include the Project.
2of12
G. Marana will advertise, award, execute and administer the design and construction contracts for
the Project and shall, after completion of the Project, operate and maintain it as part of a public
multi -use path for at least twenty -five years.
H. County will reimburse Marana, in an amount not to exceed the Allocated Maximum Amount,
for actual, documented Project- related expenses (other than Marana's administrative costs) not
reimbursed from other funding sources.
Agreement
NOW THEREFORE, County and Marana, pursuant to the above, and in consideration of the
matters and things hereinafter set forth, do mutually agree as follows:
1. Purpose. The purpose of this Agreement is to set forth the responsibilities of the parties for the
design, construction, maintenance and operation of the Project and to address legal and
administrative matters among the parties.
2. Project. The Project consists of the design and construction of the Project as described below:
The fabrication and installation of two bridges across drainage culverts along the
Santa Cruz River adjacent to the Continental Ranch subdivision, as depicted as
"Bridge Crossing 1" and "Bridge Crossing 2" on Exhibit A attached hereto and
incorporated herein by this reference.
3. Bond Ordinance. The County will include an amendment to the description of Project 5.9 in the
Bond Ordinance amendments to be considered by the Pima County Board of Supervisors in the
fall of 2011. Marana acknowledges that no bond funds can be expended for the Project until the
Bond Ordinance is amended.
4. Design and Construction Responsibilities. Marana will design and construct the Project in
accordance with the plans and specifications cooperatively reviewed and approved by the parties,
as described below.
a. Standards. Marana shall design and construct the Project in compliance with all applicable
building standards and codes, in compliance with Title 34 of the Arizona Revised Statutes,
and in a good and workmanlike manner.
b. Environmental Compliance. Marana shall prepare and incorporate into the planning, design,
and construction of the Project, responses to all applicable local, state and federal
environmental requirements, including but not limited to hydrologic and geotechnical
investigations, compliance with the Pima County Native Plant Preservation Ordinance,
protection of species identified by the Arizona Game & Fish Department and the U.S.
Department of Fish and Wildlife Service as being endangered, threatened, or of concern
(such as the cactus ferruginous pygmy -owl), and compliance with the National Pollution
Discharge Elimination System (including preparation of a Storm Water Pollution Prevention
Plan).
3of12
c. Cultural Resources. Marana shall consider potential impacts to cultural and historical
resources in the Project planning and design phases through inventory, evaluation and impact
assessment, and seek to avoid impacts to these resources in accordance with applicable local,
state, and federal historic preservation laws and regulations. If impacts are unavoidable, a
mitigation treatment plan will be prepared in consultation with Pima County, the State
Historic Preservation Office, and other agencies as appropriate, and implemented prior to
construction.
5. Project Schedule. Marana shall be responsible for preparing a project schedule (the " Project
Schedule ") showing the anticipated timing and duration of each stage of design, procurement,
and construction. A preliminary Project Schedule shall be provided by Marana to County within
thirty days after recordation of this Agreement, and shall be updated periodically as the Project
progresses. Marana shall promptly notify the County at any time that Marana becomes aware of
a potential Project delay that may require amendment of the Project Schedule. In the event of
any such delay, County and Marana shall establish a revised Project Schedule. The County may,
in response to an actual or anticipated delay in the Project, reallocate available bond funds,
suspend payments under this Agreement for some period of time, or terminate this Agreement, as
provided in Sections 23 and 24.b.iii below.
6. Design.
a. Consultants. If consultants are employed to design any portion of the Project, Marana shall
prepare the contracts for design and choose the consultants. Marana shall have the usual rights
of the owner of a public design contract, including the authority to approve changes and make
payments, subject to coordination with the County, as described below.
b. Design Standards and Features; Cooperation. County and Marana shall meet to coordinate
design standards (meaning the applicable codes and industry standards that apply to the
Project) and design features (meaning the elements to be included in the Project) prior to the
preparation of final plans and specifications.
7. Review of Bids; Termination. Marana shall solicit bids, and award construction contracts in
compliance with Title 34 of the Arizona Revised Statutes.
a. County Review. Marana shall provide County the opportunity to review and comment on the
solicitations for all contracts related to bridge design or construction for the Project, including
relevant scopes of work, prior to the issuance of such solicitations by Marana. Time for such
review shall be included in the Project Schedule.
b. Bids in Excess of Available Funds. If the lowest responsible bid exceeds the available funds
for the Project, the parties shall conduct a joint review of the bids immediately following
opening and consult upon a course of action. The parties may terminate this agreement by
mutual consent. If the parties agree to continue with the Project at the higher cost, the Bond
Ordinance and this Agreement will need to be amended.
c. Division of Costs. If, upon joint review of the bids, the parties elect to not proceed with the
Project and this Agreement is terminated by mutual consent (whether pursuant to paragraph
(a) above, or otherwise), the costs incurred prior to such termination shall be allocated to
Marana. County is responsible only for the fabrication and installation costs for the two
bridges up to the maximum contribution of $200,000.
4of12
8. Construction. Marana shall administer the construction contracts for the Project in accordance
with the requirements of Title 34, and in accordance with the Project Schedule. Marana shall
have the usual rights of the owner of a public construction contract.
a. Signage. County shall have the right to install signage at the construction site in a location of
its choosing, provided that the sign does not interfere with the construction, announcing that
the Project is a County bond - funded project, and listing the names of the members of the
Board of Supervisors.
9. Utility Relocations. Marana shall coordinate all utility relocations for the Project.
10. Rights of Way and Construction Easements. Marana shall acquire, either by purchase or
through its power of eminent domain, all rights of way and construction easements necessary for
the Project.
11. Project Permits. Marana shall obtain any approval, permission or permits necessary for the
Project. Each party shall cooperate with the other to obtain all permits necessary for completion
of the Project and shall waive any of its fees associated with the permits.
12. Public Participation. Marana shall coordinate all publicity or public participation activities with
County and shall coordinate all public meetings on the Project in compliance with the Pima
County Board of Supervisors Policy 3.5, Notification to Board of Supervisors of Public Meetings
to be Held in their District and Pima County Administrative Procedure 3.8, Implementation of
Pima County Policy 3. S, copies of which are available on the County's website.
13. County Contribution. Marana shall acknowledge the County's contribution to the Project in a
manner approved by County. Examples of acceptable forms of recognition include, but are not
limited to, signs, permanent plaques, and participation in or recognition at opening ceremonies and
in press releases.
14. Project Manager and Representatives. Marana shall designate a Project Manager for the
Project and County shall designate a representative (the " County Liaison to be a liaison with the
Project Manager during construction of the Project.
15. Disputes. In the event the Project Manager and County Liaison disagree on any aspect of the
Project, the issue in dispute shall be submitted to the County Administrator and the Marana Town
Manager for resolution.
16. Financing of the Project. County shall reimburse Marana for Project expenses (which shall not
include Marana's administrative costs), in the manner set forth herein, up to the Maximum
Allocated Amount. No County bond funds in excess of the amount set forth herein and in the
Bond Ordinance may be expended for the Project without the prior amendment of the Bond
Ordinance and this Agreement by the Board of Supervisors. Marana shall pay all costs of the
Project in excess of the Allocated Maximum Amount. In addition, Marana shall not.be
reimbursed for expenses that are legally the responsibility of a third party (such as the cost of
utility relocations that should be borne by the utility). It shall be the responsibility of Marana to
arrange for those costs to be paid or borne by the third party in a timely manner, or Marana
shall pay those costs
5of12
17. Reporting and Payment Responsibilities.
a. Reimbursement Requests. Within 10 days of the end of each month, starting on the date
indicated in the Project Schedule, Marana shall submit to County a Reimbursement Request,
together with supporting documentation, in accordance with the Project Schedule, for Project
expenses paid by Marana since the last Reimbursement Request. As Project Manager,
Marana shall be responsible for verifying the accuracy of all invoices submitted by
contractors, and shall, as part of its Reimbursement Requests, certify that said invoices have
been paid by Marana (less any retention held by Marana) prior to requesting reimbursement
from the County.
b. Payment of Reimbursement Requests. County shall review each monthly Reimbursement
Request and, if County does not approve the request, County shall notify Marana in writing
of its disapproval,and the reason for it, within seven (7) days after receipt of the
Reimbursement Request. If County does not disapprove the Reimbursement Request, County
shall pay the Reimbursement Request within twenty -one (2 1) days after receipt of the
Reimbursement Request (except as set forth below with respect to the final accounting and
payment).
C. Submittal of Reports. Ali. Reimbursement Requests shall be submitted to:
Pima County Project Management Office
Attn: 0" Program Manager
201 N. Stone Avenue, 2" Floor
Tucson, Arizona 85701
d. Final Report & Accounting. Within ninety (90) days after completion and final acceptance of
the Project by Marana, Marana shall submit to County: (1) a final report describing the
Project as constructed and summarizing its history (i.e., who designed, who constructed,
funding sources, description of public participation, purpose and public benefit of the Project,
etc.), along with photographs and final as built drawings; and (2) a detailed final accounting
statement of the funds expended on the Project, along with a final Reimbursement Request if
needed. County shall have fifteen (15) days after receipt of this final accounting to
disapprove the Reimbursement Request. If County does not disapprove the Reimbursement
Request, it shall pay the request within forty -five (45) days of receipt.
e. Transaction privilege tax. Marana agrees that any transaction privilege and use taxes levied
by Marana on the Project shall be contributed to the Project as a portion of Marana's share of
the costs of the Project. Marana shall provide an accounting to County of the total amount of
transaction privilege and use taxes collected by Marana and contributed to the Project.
18. Regulation of the Project during Construction. Marana shall have responsibility for and
control over the Project during construction.
19. Inspection. County may inspect the Project for substantial compliance with drawings and
specifications: Marana shall allow official County representatives reasonable access to the
Project site during construction. The Project Manager and County Liaison will cooperate and
consult with each other during Project construction.
20. Ownership of Improvements. Ownership and title to all materials, equipment and
appurtenances installed pursuant to this Agreement shall automatically vest in Marana. Marana
hereby agrees not to dispose of or encumber its title or other interest in the Project improvements
for a period of twenty -five (25) years following the date the Project is completed. This Section
6of12
shall survive termination, cancellation, expiration or revocation, whether in whole or in part, of
this Agreement.
21. Operation. For at least twenty -five years following completion of the Project, Marana shall: (1)
operate and maintain the Project improvements for the purposes set forth in the description of the
Project in the Bond Ordinance for the benefit of the public; (2) insure the Project improvements
(through either direct or self - insurance coverage); (3) maintain, repair and if necessary replace
the Project improvements; (4) make the Project improvements available to all the residents of
Pima County without restriction or preference to jurisdiction of residence; and (4) not charge a
fee for use of the Project improvements that is more than a fee charged by the County for a
similar purpose. This Section shall survive termination, cancellation, expiration or revocation,
whether in whole or in part, of this Agreement.
22. Amendment of the Bond Ordinance. Marana shall notify the County of any events that
would require an amendment of the Bond Ordinance, and shall formally request that the
County Board of Supervisors hold a public hearing on the requested amendment. The parties
shall follow the procedures for amendment of the Bond Ordinance set forth in Chapter 3.06 of
the Pima County Code, as it may be amended or renumbered from time to time.
23. Federal Treasury Regulations. Marana acknowledges that Pima County manages the
expenditures of bond proceeds in order to qualify for a spending exception to the arbitrage rebate
requirements of Sections 148 through 150 of the Internal Revenue Code of 1986 and the related
regulations found in 26 CFR Part 1, §§ 1.148 through 1.150 as may be modified from time to time
(such statutes and regulations hereinafter referred to as the "Tax Exempt Bond Rules "). Marana
acknowledges that arbitrage rebate is affected by both the use of bond proceeds and by the timing
of bond related expenditures. Notwithstanding any other provision of this Agreement, County
may, in County's sole discretion, either (i) reallocate Project funds to other projects funded with
County bonds, or (ii) terminate this Agreement as set forth in ParagEph 24(b )(iii) below, if, in
County's sole determination, such reallocation or termination is necessary or advantageous to the
County under the Tax Exempt Bond Rules either (a) to qualify for a spending exception to the
arbitrage rebate requirements, or (b) to reduce the amount of any potential arbitrage rebate or
penalty, or (c) to manage the County's bond proceeds.
24. Term and Termination.
a. Term. The term of this Agreement shall begin on the date this Agreement is recorded with
the Pima County Recorder, and shall end on the date that is twenty -five (25) years after
completion and acceptance of the Project. The term of this Agreement may be extended by
action of the parties.
b. Termination. This Agreement may be earlier terminated under the following circumstances:
i. For Cause A party may terminate this Agreement for material breach of the Agreement
by the other party. Prior to any termination under this paragraph, the party allegedly in
default shall be given written notice by the other party of the nature of the alleged default.
The party said to be in default shall have forty -five (45) days to cure the default. If the
default is not cured within that time, the other party may terminate this Agreement. Any
such termination shall not relieve either party from liabilities or costs already incurred
under this Agreement.
7of12
ii. Conflict of Interest. This Agreement can be terminated for a conflict of interest as set
forth in A.R.S. § 38 -511, the relevant portions of which are hereby incorporated by
reference.
iii. Arbitrage Rebate Requirements. The County reserves the right to cease payments to
Marana and unilaterally terminate this Agreement if County determines, in County's sole
discretion, that any action or inaction on the part of Marana is likely to occur that would
adversely affect the election made by the County under the Tax Exempt Bond Rules
relating to exceptions for arbitrage rebate.
C. Legal Authority. Neither party warrants to the other its legal authority to enter into this
Agreement. If a court, at the request of a third person, should declare that either party lacks
authority to enter into this Agreement, or any part of it, then the Agreement, or parts of it
affected by such order, shall be null and void, and no recovery may be had by either party
against the other for lack of performance or otherwise.
d. Ownership of Project upon Termination. Any termination of this Agreement shall not relieve
any party from liabilities or costs already incurred under this Agreement, nor affect any
ownership of the Project constructed pursuant to this Agreement.
25. Indemnification. 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.
a. Preexisting conditions. To the fullest extent permitted by law, Marana shall indemnify,
defend and hold County, its boards, officers, departments, employees and agents, harmless
from and against any claims and damages, as fully set out above, resulting from or arising out
of the existence of any substance, material or waste, regulated pursuant to federal, state or
local environmental laws, regulations or ordinances, that is present on, in or below or
originated from property owned or controlled by the Marana prior to the execution of this
Agreement.
b. Notice. Each party shall notify the other in writing within thirty (30) days of the receipt of
any claim, demand, suit or judgment against the receiving party for which the receiving party
intends to invoke the provisions of this Section. Each party shall keep the other party
informed on a current basis of its defense of any claims, demands, suits, or judgments under
this Section.
C. Negligence of indemnified party. The obligations under this Article shall not extend to the
negligence of the indemnified party, its agents or employees.
d. Survival of termination This Article shall survive the termination, cancellation, expiration or
revocation, whether in whole or in part, of this Agreement.
8of12
26. Insurance. When requested, a party shall provide the other party with proof of its worker's
compensation, automobile, accident, property damage, and liability coverage or program of self -
insurance.
27. Book and Records. Marana shall keep and maintain proper and complete books, records and
accounts of the Project. For bond purposes, the Project books and records must continue to be
maintained for a period of nineteen (19) years after execution of this IGA. Marana shall have the
option of maintaining either, (i) the Project books and records for the requisite number of years, or
(ii) conveying the Project books and records to County at any time after the Project is completed.
The books, records and accounts of the Project shall be available for inspection and audit by duly
authorized representatives of County at all reasonable times during the period in which said books,
records and accounts are maintained by Marana. Unless Marana conveys all Project books and
records to County, Marana shall indemnify and hold the County harmless from and against any
amount required to be paid to the Internal Revenue Service or any governmental entity or agency
arising out of the failure by Marana to maintain such records.
28. Inspection and Audit. The County may perform an inspection of the Project or an audit of
Marana's books and records at any time in order to verify that monies spent on the Project were
done so in accordance with this Agreement.
29. Construction of Agreement.
a. Entire Agreement. This instrument constitutes the entire agreement between the parties
pertaining to the subject matter hereof, and all prior or contemporaneous agreements and
understandings, oral or written, are hereby superseded and merged herein.
b. Amendment. This agreement shall not be modified, amended, altered or changed except by
written agreement signed by the parties.
C. Construction and interpretation. All provisions of this Agreement shall be construed to be
consistent with the intention of the parties as expressed in the recitals hereof
d. Captions and headings. The headings used in this Agreement are for convenience only and
are not intended to affect the meaning of any provision of this Agreement.
e. Severability. In the event that any provision of this Agreement or the application thereof is
declared invalid or void by statute or judicial decision, such action shall have no effect on
other provisions and their application, which can be given 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.
30. Legal Jurisdiction. Nothing in this Agreement shall be construed as either limiting or extending
the legal jurisdiction of County or Marana.
31. No Joint Venture. It is not intended by this Agreement to, and nothing contained in this
Intergovernmental Agreement shall be construed to, create any partnership, joint venture or
employment relationship between the parties or create any employer- employee relationship
between County and any Marana employees, or between Marana and any County employees. No
party shall be liable for any debts, accounts, obligations or other liabilities whatsoever of the
9of12
other, including (without limitation) the other party's obligation to withhold Social Security and
income taxes for itself or any of its employees.
32. No Third Party Beneficiaries. Nothing in this Agreement is intended to create duties or
obligations to or rights in third parties not parties to this Agreement, or affect the legal liability of
any party to this Agreement, by imposing any standard of care with respect to the maintenance of
public facilities different from the standard of care imposed by law.
33. 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. Marana agrees to comply with all provisions and requirements of
Arizona Executive Order 2009 -09, which supersedes Executive Order 99 -4 and amends
Executive Order 75 -5, and which is hereby incorporated into this IGA as if set forth in full
herein. The Order may be viewed and downloaded at the Governor of the State of Arizona's
website http:// www.azgovemor.gov /dms /upload/EO 2009 09.pdf During the performance of
this IGA, Marana shall not discriminate against any employee, client or any other individual
in any way because of that person's age, race, creed, color, religion, sex, disability or national
origin.
b. Americans with Disabilities Act. This Agreement is subject to all applicable provisions of the
Americans with Disabilities Act (Public Law 101-336,42 U.S.C. 12101 - 12213) and all
applicable federal regulations under the Act, including 28 CFR Parts 35 and 36.
c. Compliance with Bond Requirements. Marana agrees to comply with all applicable
provisions of Pima County Code Chapter 3.06, "Bonding Disclosure, Accountability, and
Implementation" and of the Bond Ordinance, as they now exist or may hereafter be
amended. Any reports to be submitted by Marana to County in compliance with Pima
County Code Chapter 3.06 or the Bond Ordinance shall be provided in a format and
schedule determined by County.
34. Scrutinized Business Operations. Pursuant to A.R.S. §§ 35- 391.06 and 35- 393.06 Marana
hereby certifies that it does not have scrutinized business operations in Iran or Sudan. The
submission of a false certification may result in action up to and including termination of this
Agreement.
35. Immigration Laws. Marana hereby warrants that it will at all times during the term of this
Contract comply with all federal immigration laws applicable to Marana's employment of its
employees, and with the requirements of A.R.S. § 23 -214 (A) (together the " State and Federal
Immigration Laws "). Marana shall further ensure that each contractor who performs any work
for Marana under this contract likewise complies with the State and Federal Immigration Laws.
36. Waiver. Waiver by any party of any breach of anyterm, 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.
37. 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 facilities, breakage or accident to machinery or transmission facilities, weather
10 of 12
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 by the parties themselves), and
declared local, state or national emergency, which, by exercise of due diligence and foresight,
such party could not reasonably have been expected to avoid. Either party rendered unable to
fulfill any obligations by reason of uncontrollable forces shall exercise due diligence to remove
such inability with all reasonable dispatch.
38. 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:
39. Remedies. Any party may pursue any remedies provided by law for the breach of this
Agreement. No right or remedy is intended to be exclusive of any other right or remedy and each
shall be cumulative and in addition to any other right or remedy existing at law or in equity or by
virtue of this Agreement.
In Witness Whereof, County has caused this Agreement to be executed by the Chair of its Board of
Supervisors, upon resolution of the Board and attested to by the Clerk of the Board, and the Town of
Marana has caused this Agreement to be executed by the Mayor upon resolution of the Mayor and
Council and attested to by its Clerk.
ATTEST: TOWN OF MA NA:
own C Ed o ea, fayor
A.TTES PIM O
�� C' � ......, ` '� q a
Y,o ' Goal To, � on O. Valadez, Chairm
Clekifhe d oard of Supervisors 2011
OCT 4
a r a
s0 '�
APPROVF;1NTENT: APPROVED AS TO FINANCE PROVISIONS:
Gilbert Da ' son, Town Manager Jom 4 Burke-, Finance Director
11 of 12
Intergovernmental Agreement Determination
The foregoing Intergovernmental Agreement between Pima County and the Town of Marana has been
reviewed pursuant to A.R.S. § 11 -952 by the undersigned, each of whom has determined that it is in
proper form and is within the powers and authority granted under the laws of the State of Arizona to
the party represented by the him/her.
Pima County:
L Y=: 6 r— e 4�
Deputy County Attorney Date
Town of Marana:
,r
wn Attorney ' to
12 of 12