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HomeMy WebLinkAboutResolution 2006-171 IGA with pima county for the marana vista estates neighborhood infrastructure reinvestment project MARANA RESOLUTION NO. 2006-171 RELATING TO PUBLIC WORKS: APPROVING AND AUTHORIZING FULL EXECUTION OF AN INTERGOVERNMENTAL AGREEMENT WITH PIMA COUNTY FOR THE MANAGEMENT OF THE MARANA VISTA ESTATES NEIGHBORHOOD INFRASTRUCTURE REINVESTMENT PROJECT. WHEREAS, the Town of Marana recognizes the need to provide safe housing, neighborhood infrastructure, and parks for its citizens and has applied for Bond funding through the Pima County Neighborhood Reinvestment Oversight Committee for this purpose; and WHEREAS, Pima County has funding designated for Neighborhood Reinvestment through the Special Bond Election held May 18, 2004 (Bond Ordinance No. 2004-18, the Bond Implementation Plan); and WHEREAS, the Pima County Neighborhood Reinvestment Oversight Committee recommended funding the Town of Marana's request for $443,829 to build sidewalks and install street lighting in the Marana Vista Estates Neighborhood; and WHEREAS, on September 19,2006, the Pima County Board of Supervisors ratified this recommendation and approved the use of bond funding for the project; NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, that an intergovernmental agreement with Pima County be approved for the use of 2004 Special Election Bond Funding to provide infrastructure improvements in the Marana Vista Estates Neighborhood. PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARI...z.o}~~.,,'.~th.,....,iS 7th day of November, 2006. iJu..- . '"'''''''' ~ . . ~~'~If4~~ . ~ ~ "'...0,;:. PO .~~~ :; ~ ~ CQ~~TE ~"'? :: Mayor d onea :: s S~AT i = f'~ ~'~~ ~ ~ ~~ ~ s ~ ,,';I."JIUIl\\\~ ~ , Y/Z <!I '....~ ~" -. ..\'\.... .,...1 . 10 IntergovernrnentalJ\greell1ent between Pill1a County and the Town of Marana for the Marana Vista Estates Neighborhood Reinvestll1ent Project This Intergovernmental Agreement ("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 ("Town") pursuant to Arizona Revised Statutes (A.R.S.) Section 11-952. A. In an election held on May 18, 2004 ("Special Bond Election"), Pima County voters authorized the sale of Pima County general obligation bonds and use of proceeds for various public projects. B. In compliance with Pima County Code Chapter 3.06, titled Bonding Disclosure, Accountability and Implementation, the Board of Supervisors adopted Ordinance No. 2004-18, the Bond Implementation Plan, May 18, 2004 Special Election (the "Bond Ordinance"). C. The Bond Ordinance (Section Vll(B)(1)(c)(2.9)) allocates $20,000,000 in bond proceeds to be used for Neighborhood Reinvestment projects--the funding of small scale, targeted capital improvement projects in neighborhoods throughout Pima County characterized by indicators of economic and social need including, but not limited to, high stress such as poverty and unemployment, substandard housing and high crime rates. D. Implementation of Neighborhood Reinvestment projects is subject to, inter alia, Section VII(B)(l)(c) and Section IV of the Bond Ordinance, and Chapter 3.06 ofthe Pima County Code. E. Pursuant to the Bond Ordinance, no more than $443,829 of bond proceeds may be allocated to an individual reinvestment project. F. The (the "Community Group") submitted a proposal ("Proposal") for the Installation of 5'wide sidewalks and 16 streetlights throughout the community (the ~'Project," described in Exhibit A). Funding for the Project has been recommended by the Neighborhood Reinvestment Oversight Committee and approved by the Board of Supervisors. The neighborhood to be benefited by the Project is described on Exhibit A attached hereto. G. The County is authorized by A.R.S. 911-254.04 to expend public funds to improve or enhance the economic welfare of inhabitants of the County. H. The Town is authorized by A.R.S. 9 9-276(A) to layout and establish, regulate the use, open, vacate, alter, widen, extend, grade, pave, plant trees or otherwise improve streets, alleys, avenues, sidewalks, parks, public grounds, off-street parking and erect lights. May 9,2006 Marana Vista Estates Page 1 of 13 1. The County and Town wish to cooperate in the design and construction of the Project. County and Town may contract for services and enter into agreements with one another for joint or cooperative action pursuant to A.R.S. ~ 11-951 et seq. J. The cost of the Project is currently estimated at $443,829.00. The County is willing to allocate $443,829.00 of bond proceeds (the "Maximum Allocated Amount") for the Project. Town is willing to pay all Project costs in excess of the Maximum Allocated Amount. K. The Town is willing to design, construct, operate and maintain the Project. NOW THEREFORE, County and Town, pursuant to the above, and in consideration of the terms and agreements hereinafter set forth, do mutually agree as follows: Aereement I. Purpose and Project. The purpose of this Agreement is to set forth the responsibilities of the parties for the design, construction, maintenance and operation of the Project as more fully described in the attached Exhibit A, and to address legal and administrative matters among the parties. II. Scope. A. Design and Construction Responsibilities. The Town shall design and construct the Project in accordance with plans and specifications cooperatively reviewed and approved by the parties and in compliance with the provisions of Title 34 ofthe Arizona Revised Statutes and all applicable Town building standards and codes. B. Design. 1) Consultants. If consultants are employed to design any portion of the Project, the Town shall prepare the contracts for design and choose the consultants. The Town 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. 2) Design Standards and Features; Cooperation. County and Town 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. The parties shall work cooperatively to develop the Project design. County design and field personnel shall work with their Town counterparts for coordination purposes. Coordination shall include meetings and information exchanges between corresponding personnel at all levels for the Project. A designated representative from the Community Group shall be included in these discussions and Town shall keep the Community Group informed regarding the Project. May 9,2006 Marana Vista Estates Page 2 of 13 C. Review of Bids; Termination. Town shall solicit bids and award all Project construction contracts in compliance with Title 34 of the Arizona Revised Statutes. 1) County Review. Town shall provide County the opportunity to review and comment on the solicitations for all construction contracts for the Project, including relevant scopes of work, prior to the publication of such solicitations by Town. The County shall be afforded no less than five (5) business days to review and comment. If the County does not comment within the specified timeframe, the Town may proceed and publish the solicitation. 2) Bids in Excess of Available Funds. If the lowest responsible bid significantly 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. If a course of action acceptable to both parties cannot be agreed upon, all bids will be rejected and this Agreement shall be deemed to terminate by mutual consent. If the parties agree to continue with the Project at the higher cost, the parties shall take all necessary steps to amend the Bond Ordinance and this Agreement as provided in Section XXI below. 3) Division of Costs. If, upon joint review ofthe bids, the parties decide not to proceed with the Project and this Agreement is terminated by mutual consent (whether pursuant to paragraph (C) (2) above, or otherwise), the costs incurred for the Project prior to such termination shall be allocated equally to Town and County. D. Construction. Town shall award and administer the construction contracts for the Project in accordance with the requirements of Title 34 ofthe Arizona Revised Statutes and in accordance with the Construction Schedule (as defined below). Town shall have the usual rights of the owner of a public construction contract. 1) Construction Schedule. Town shall be responsible for preparing a construction schedule (the "Construction Schedule") showing the anticipated timing and duration of each stage of construction, and the anticipated date of substantial completion. A preliminary Construction Schedule shall be provided by Town to County within thirty (30) days of recordation of this Agreement. A final Construction Schedule shall be established and provided to County within thirty (30) days of award of the construction contract(s) by Town. The Construction Schedule may be combined with the Reimbursement Schedule described later in this Agreement. 2) Change Orders and Amendments. Town shall consult with County on all change orders and construction contract amendments with an estimated cost of more than $5,000.00, prior to approval and execution. 3) Change in Scope. Town shall not change the scope ofthe Project without first consulting with County and the Community Group. All parties must agree before any change in scope is executed. May 9,2006 Marana Vista Estates Page 3 of 13 4) Contract Claims. Town shall afford County the opportunity to review and comment on all contract claims prior to resolution thereof. E. Utility Relocations. Town shall be responsible for all utility relocations for the Project. F. Rights of Way and Construction Easements. Town shall acquire, either by purchase or through its power of eminent domain, all rights of way and construction easements necessary for the Proj ect. G. Inspection. County may inspect any portion ofthe Project construction for substantial compliance with drawings and specifications. Town shall allow official County representatives reasonable access to the Project site during construction. The Project Manager and County inspectors will cooperate and consult with each other during Project construction. H. Project Permits. Town 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 ofthe Project. Permit costs, utility connections, and other related fees shall be considered project costs payable from the "Maximum Allocated Amount" (see paragraph III.A below). I. Public Participation. County and Town shall cooperatively manage the public participation processes for the Project, in conjunction with the Community Group. The Town 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 3.5, which are incorporated herein by this reference. The Town shall conduct regular meetings with the Community Group to keep the Community Group up-to-date regarding the progress and status of the Project. J. County Recognition. Town shall acknowledge the County's contribution to the Project in a form approved by County. Examples of acceptable forms of recognition include, but are not limited to, signs, permanent plaques, opening ceremonies and press releases. In addition, the Town shall erect, at mutually agreeable location(s) on the construction site, sign(s) provided by County identifying the County as a source of funding for the Project. County signs shall conform to the requirements of the Town Sign Code, Chapter 3, ~~3-1 through 3- 139. Any temporary signs provided by the County shall be returned to the County at the completion of construction. K. Project Manager and Representatives. Town shall furnish 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 ofthe Project. May 9,2006 Marana Vista Estates Page 4 of 13 L. 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 directors ofthe relevant Town and County departments, then to the Assistant Town Manager and Deputy County Administrator for Community and Economic Development. If these individuals cannot resolve the dispute, the issue in dispute shall be submitted to the County Administrator and the Town Manager for resolution. M. Regulation of the Project during Construction. Town shall have responsibility for and control over the Project during construction. III. Finance A. Financing of the Project. The County is willing to allocate $443,829.00 of bond proceeds (the "Maximum Allocated Amount") for the Project. County shall reimburse Town for Project expenses, in the manner set forth herein, up to the Maximum Allocated Amount. The Town may be reimbursed for design and engineering costs not to exceed 10% of the Maximum Allocated Amount and management costs not to exceed 12% of the Maximum Allocated Amount. No County bond funds in excess of the Allocated Maximum Amount may be expended for the Project without the prior amendment of this Agreement, and if necessary the Bond Ordinance, by the Board of Supervisors. Town shall pay all costs of the Project in excess of the Allocated Maximum Amount. B. Reporting and Payment Responsibilities. 1) Reimbursement Schedule. Town shall, within thirty (30) days after recordation of this Agreement, submit to County a schedule (the "Reimbursement Schedule") showing the anticipated dates and amounts of requests from the Town for reimbursement ofproject expenses incurred and paid by the Town ("Reimbursement Requests"). A final reimbursement schedule shall be established and submitted within thirty (30) days after award of the construction contract(s). The Reimbursement Schedule maybe combined with the Construction Schedule. 2) Reimbursement Requests. Within 10 days of the end of each month, starting on the date indicated in the Reimbursement Schedule, Town shall submit to County a Reimbursement Request, together with supporting documentation, including but not limited to, invoices submitted by contractors and approved by Town for payment, in accordance with the Reimbursement Schedule, for Project expenses paid by Town since the last Reimbursement Request. As Project Manager, Town 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 Town (less any retention held by City) prior to requesting reimbursement from the County. All reimbursement requests shall be submitted to: May 9,2006 Marana Vista Estates Page 5 of 13 Leslie Nixon, Program Manager Neighborhood Reinvestment Program 2797 E. Ajo Way, Third Floor Tucson, Aruona 85713 3) Payment of Reimbursement Requests. County shall review each monthly Reimbursement Request and, if County does not approve the request, County shall notify Town 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 within such seven (7) day period, the request shall be deemed approved, and County shall pay it within twenty-one (21) days after receipt of the Reimbursement Request (except as set forth below with respect to the final accounting and payment). 4) Monthly Progress Reports. Each month, at the same time the Town submits its Reimbursement Request, it shall also submit a progress report (the "Progress Report") in the format shown on Exhibit B attached hereto. Town shall submit a Progress Report each month ofthe Project even if Town is not seeking reimbursement for the preceding month. 5) Submittal of Reports. All Progress Reports shall be submitted to: Bennett L. Bernal Program Coordinator 2797 East Ajo Way, 2nd Floor Tucson, Arizona 85713 6) Delays. Town shall promptly notify the County at any time that Town becomes aware of a potential Project delay that may cause a deviation from the Reimbursement Schedule and/or the Construction Schedule. In the event of any deviation from the Reimbursement Schedule, County and Town shall establish a new Reimbursement Schedule, consistent with Federal Treasury Regulations. 7) Final Report & Accounting. Within 90 days after completion and upon acceptance ofthe Project by Town, Town shall submit to County: (1) a final report describing the Project as constructed and summarizing its history (i.e., who designed, constructed, provided public art, funding sources, description of public participation, purpose and public benefit of the Project, etc.), along with photographs and final as built drawings; (2) a detailed final accounting statement of the funds expended on the Project, along with a final Reimbursement Request if needed. Failure to provide this information within the established time period may result in denial of reimbursement. 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 within such fifteen day period, the request shall be deemed approved, and County shall pay it within forty-five (45) days of receipt. May 9, 2006 Marana Vista Estates Page 6 of 13 8) Form of Reports. Any reports to be submitted by Town to County shall be provided in a format determined by County. c. Amendment of the Bond Ordinance. The Town shall notify the County of any event that would require an amendment of the Bond Ordinance, and shall formally request the County Board of Supervisors to 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, and relevant sections of the Bond Ordinance. In the event the Board of Supervisors does not approve the Town's request for a Bond Ordinance amendment, the Town shall complete the Project as defined by the Bond Ordinance and this Agreement. D. Federal Treasury Regulations. Town 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"). Town 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 (which may, in some circumstances, result in a delay in payments under this Agreement), or (ii) terminate this Agreement as set forth in Paragraph V.c. below if the County, in its sole discretion, determines that such reallocation or termination is necessary or advantageous to the County under the Tax Exempt Bond Rules in order to (a) qualify for a spending exception to the arbitrage rebate requirements, or (b) reduce the amount of any potential arbitrage rebate or penalty, or (c) manage the County's bond proceeds. IV. Ownership and Operation A. Ownership of Improvements. Ownership and title to all materials, equipment and appurtenances installed pursuant to this Agreement shall automatically vest in City. Town shall not dispose of or encumber its title or other interest in the Project improvements for a period of at least twenty-five (25) years following the date the Project is completed. This Section shall survive termination, cancellation, expiration or revocation, whether in whole or in part, ofthis Agreement. B. Operation. For at least twenty-five (25) years following completion ofthe Project, Town shall: (1) operate and maintain the Project improvements for its intended purposes, for the benefit of the public; (2) insure the Project improvements (through either direct or self-insurance coverage); (3) maintain, repair and replace the Project improvements as needed; (4) make the Project improvements available to all the residents of Pima County without restriction or preference to jurisdiction of residence; and (5) ensure that any fee charged for the use of the Project May 9,2006 Marana Vista Estates Page 7 of 13 improvements does not exceed the 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. V. Term. The term of this Agreement shall begin on the date this Agreement is recorded with the Pima County Recorder, and shall remain in effect until December 31,2010. VI. Termination. This Agreement may be earlier terminated under the following circumstances: A. 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 ofthe alleged default. The party said to be in default shall have forty-five (45) days to cure the default. Ifthe 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. B. Conflict of Interest. This Agreement can be terminated for a conflict of interest as set forth in A.R.S. 938-511, the relevant portions of which are hereby incorporated herein by this reference. C. Arbitrage Rebate Requirements. The County reserves the right to cease payments to Town and unilaterally terminate this Agreement if County determines, in County's sole discretion, that any action or inaction on the part of Town 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. 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. VII. Indemnification. Each party (as Indemnitor) agrees to indemnify, defend and hold harmless the other party ( as Indemnitee) from and against any and all claims, losses, liability, costs or expenses (including reasonable attorney's fees) (hereinafter collectively referred to as "claims") arising out of bodily injury of any person (including death) or property damage, but only to the extent that such claims which result in vicarious/derivative liability to the Indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the Indemnitor, its officers, officials, agents, employees, or volunteers. A. Preexisting Conditions. To the fullest extent permitted by law, Town shall indemnify, defend and hold County, its boards, officers, departments, employees and agents, harmless from and against any claims and damages, as May 9, 2006 Marana Vista Estates Page 8 of 13 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 Town 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 ofthis 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. VIII. Insurance. When requested, a party shall provide the other party "(ith proof of its worker's compensation, automobile, accident, property damage, and liability coverage or program of self-insurance. IX. Records and Inspections. A. Book and Records. Town shall keep and maintain proper and complete books, records and accounts ofthe Project. For bond purposes, the Project books and records must continue to be maintained for a period of three (3) years after fmal payment of the bonds issued for the Project. The bonds funding the Project are expected to be fully paid by June 30, 2023, but may be subject to refunding. Town shall have the option of either (i) maintaining the Project books and records for the requisite number of years or (ii) conveying the Project books and records to County 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 the Town. Unless Town conveys all Project books, records and accounts to County, Town shall indemnify and hold the County harmless from and against any amount required to be paid to the Internal Revenue Service or any governmental Town or agency arising out of the failure by Town to maintain such records. B. Inspection and Audit. The County may perform an inspection ofthe Project or an audit of Town's books and records at any time in order to verify that monies spent on the Project were expended in accordance with the terms of this Agreement. May 9,2006 Marana Vista Estates Page 9 of 13 x. 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 XI. Non-Discrimination. The parties shall not discriminate against any County employee, client or any other individual in any way because of that person's age, race, creed, color, religion, sex, disability or national origin in the course of carrying out their duties pursuant to this Agreement. The parties shall comply with the provisions of Executive Order 75-5, as amended by Executive Order 99-4, which is incorporated into this Agreement by reference, as if set forth in full herein. XII. Americans with Disabilities Act. The parties shall comply with all applicable provisions of the Americans with Disabilities Act (public Law 101-336,42 V.S.C. 12101-12213) and all applicable federal regulations under the Act, including 28 CFR Parts 35 and 36. XIII. Compliance with Bond Requirements. Town 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 Town 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. XIV. Severability. If any provision of this Agreement, or any application thereof to the parties or any person or circumstances, is held invalid, such invalidity shall not affect other provisions or applications of this Agreement which can be given effect, without the invalid provision or application and to this end the provisions of this Agreement are declared to be severable. xv. Force Majeure. A party shall not be in default under this Agreement ifit 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 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. May 9,2006 Marana Vista Estates Page 10 of 13 XVI. Legal Jurisdiction and Authority. Nothing in this Agreement shall be construed as either limiting or extending the legal jurisdiction of County or Town. 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. XVII. Workers Compensation. Each party shall comply with the notice of A.R.S. 923-1022 (E). For purposes of A.R.S. 9 23-1022, each party shall be considered the primary employer of all personnel currently or hereafter employed by that party, irrespective of the operations of protocol in place, and said party shall have the sole responsibility for the payment of Worker's Compensation benefits or other fringe benefits of said employees. XVIII. 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 Town employees, or between Town and any County employees. No party shall 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. XIX. No Third Party Beneficiaries. Nothing in this Agreement is intended to create any duty or obligation to, or rights in, any person or entity that is not a party to this Agreement, including the Community Group. Furthermore, this Agreement is not intended to 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. xx. 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: IF TO THE COUNTY: Chuck Huckelberry County Administrator 130 W. Congress, 1 dh Floor Tucson, AZ. 85701 Lori Godoshian County Clerk of the Board of Supervisors 130 W. Congress, 5th Floor Tucson, AZ. 85701 Margaret Kish Director, Community Development and Neighborhood Conservation Department 2797 E. Ajo Way, 3rd Floor, Tucson, AZ. 85713 May 9,2006 Marana Vista Estates Page 11 of 13 Intergovernrnentali\greennent between Pinna County and the Town of Marana for the Marana Vista Estates Neighborhood Reinvestnnent Project This Intergovernmental Agreement ("Agreement") is entered into by and between Pima County, a body politic and corporate of the State of Arizona ("County" ) and the Town of Maran a ("Town") pursuant to Arizona Revised Statutes (AR.S.) Section 11-952. A. In an election held on May 18, 2004 ("Special Bond Election"), Pima County voters authorized the sale of Pima County general obligation bonds and use of proceeds for various public projects. B. In compliance with Pima County Code Chapter 3.06, titled Bonding Disclosure, Accountability and Implementation, the Board of Supervisors adopted Ordinance No. 2004-18, the Bond Implementation Plan, May 18, 2004 Special Election (the "Bond Ordinance"). C. The Bond Ordinance (Section VII(B)(I)(c)(2.9)) allocates $20,000,000 in bond proceeds to be used for Neighborhood Reinvestment projects--the funding of small scale, targeted capital improvement projects in neighborhoods throughout Pima County characterized by indicators of economic and social need including, but not limited to, high stress such as poverty and unemployment, substandard housing and high crime rates. D. Implementation of Neighborhood Reinvestment projects is subject to, inter alia, Section VII(B)(1)(c) and Section IV ofthe Bond Ordinance, and Chapter 3.06 of the Pima County Code. E. Pursuant to the Bond Ordinance, no more than $443,829 of bond proceeds may be allocated to an individual reinvestment project. F. The (the "Community Group") submitted a proposal ("Proposal") for the Installation of 5'wide sidewalks and 16 streetlights throughout the community (the "Project," described in Exhibit A). Funding for the Project has been recommended by the Neighborhood Reinvestment Oversight Committee and approved by the Board of Supervisors. The neighborhood to be benefited by the Project is described on Exhibit A attached hereto. G. The County is authorized by AR.S. S 11-254.04 to expend public funds to improve or enhance the economic welfare of inhabitants of the County. H. The Town is authorized by AR.S. S 9-276(A) to layout and establish, regulate the use, open, vacate, alter, widen, extend, grade, pave, plant trees or otherwise improve streets, alleys, avenues, sidewalks, parks, public grounds, off-street parking and erect lights. May 9,2006 Marana Vista Estates Page 1 of 13 1. The County and Town wish to cooperate in the design and construction ofthe Project. County and Town may contract for services and enter into agreements with one another for joint or cooperative action pursuant to A.R.S. 9 11-951 et seq. J. The cost of the Project is currently estimated at $443,829.00. The County is willing to allocate $443,829.00 of bond proceeds (the "Maximum Allocated Amount") for the Project. Town is willing to pay all Project costs in excess of the Maximum Allocated Amount. K. The Town is willing to design, construct, operate and maintain the Project. NOW THEREFORE, County and Town, pursuant to the above, and in consideration of the terms and agreements hereinafter set forth, do mutually agree as follows: Aereement I. Purpose and Project. The purpose of this Agreement is to set forth the responsibilities of the parties for the design, construction, maintenance and operation of the Project as more fully described in the attached Exhibit A, and to address legal and administrative matters among the parties. II. Scope. A. Design and Construction Responsibilities. The Town shall design and construct the Project in accordance with plans and specifications cooperatively reviewed and approved by the parties and in compliance with the provisions of Title 34 of the Arizona Revised Statutes and all applicable Town building standards and codes. B. Design. 1) Consultants. If consultants are employed to design any portion of the Project, the Town shall prepare the contracts for design and choose the consultants. The Town 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. 2) Design Standards and Features; Cooperation. County and Town 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. The parties shall work cooperatively to develop the Project design. County design and field personnel shall work with their Town counterparts for coordination purposes. Coordination shall include meetings and information exchanges between corresponding personnel at all levels for the Project. A designated representative from the Community Group shall be included in these discussions and Town shall keep the Community Group informed regarding the Project. May 9,2006 Marana Vista Estates Page 2 of 13 C. Review of Bids; Termination. Town shall solicit bids and award all Project construction contracts in compliance with Title 34 of the Arizona Revised Statutes. 1) County Review. Town shall provide County the opportunity to review and comment on the solicitations for all construction contracts for the Project, including relevant scopes of work, prior to the publication of such solicitations by Town. The County shall be afforded no less than five (5) business days to review and comment. If the County does not comment within the specified timeframe, the Town may proceed and publish the solicitation. 2) Bids in Excess of Available Funds. If the lowest responsible bid significantly 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. If a course of action acceptable to both parties cannot be agreed upon, all bids will be rej ected and this Agreement shall be deemed to terminate by mutual consent. If the parties agree to continue with the Project at the higher cost, the parties shall take all necessary steps to amend the Bond Ordinance and this Agreement as provided in Section XXI below. 3) Division of Costs. If, upon joint review of the bids, the parties decide not to proceed with the Project and this Agreement is terminated by mutual consent (whether pursuant to paragraph (C) (2) above, or otherwise), the costs incurred for the Project prior to such termination shall be allocated equally to Town and County. D. Construction. Town shall award and administer the construction contracts for the Project in accordance with the requirements of Title 34 of the Arizona Revised Statutes and in accordance with the Construction Schedule (as defined below). Town shall have the usual rights of the owner of a public construction contract. 1) Construction Schedule. Town shall be responsible for preparing a construction schedule (the "Construction Schedule") showing the anticipated timing and duration of each stage of construction, and the anticipated date of substantial completion. A preliminary Construction Schedule shall be provided by Town to County within thirty (30) days of recordation of this Agreement. A final Construction Schedule shall be established and provided to County within thirty (30) days of award ofthe construction contract(s) by Town. The Construction Schedule may be combined with the Reimbursement Schedule described later in this Agreement. 2) Change Orders and Amendments. Town shall consult with County on all change orders and construction contract amendments with an estimated cost of more than $5,000.00, prior to approval and execution. 3) Change in Scope. Town shall not change the scope of the Project without first consulting with County and the Community Group. All parties must agree before any change in scope is executed. May 9,2006 Marana Vista Estates Page 3 of 13 4) Contract Claims. Town shall afford County the opportunity to review and comment on all contract claims prior to resolution thereof. E. Utility Relocations. Town shall be responsible for all utility relocations for the Project. F. Rights of Way and Construction Easements. Town shall acquire, either by purchase or through its power of eminent domain, all rights of way and construction easements necessary for the Proj ect. G. Inspection. County may inspect any portion of the Project construction for substantial compliance with drawings and specifications. Town shall allow official County representatives reasonable access to the Project site during construction. The Project Manager and County inspectors will cooperate and consult with each other during Project construction. H. Project Permits. Town 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 ofthe Project. Permit costs, utility connections, and other related fees shall be considered project costs payable from the "Maximum Allocated Amount" (see paragraph IlI.A below). L Public Participation. County and Town shall cooperatively manage the public participation processes for the Project, in conjunction with the Community Group. The Town 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 3.5, which are incorporated herein by this reference. The Town shall conduct regular meetings with the Community Group to keep the Community Group up-to-date regarding the progress and status of the Project. J. County Recognition. Town shall acknowledge the County's contribution to the Project in a form approved by County. Examples of acceptable forms of recognition include, but are not limited to, signs, permanent plaques, opening ceremonies and press releases. In addition, the Town shall erect, at mutually agreeable location(s) on the construction site, sign(s) provided by County identifying the County as a source of funding for the Project. County signs shall conform to the requirements of the Town Sign Code, Chapter 3,993-1 through 3- 139. Any temporary signs provided by the County shall be returned to the County at the completion of construction. K. Project Manager and Representatives. Town shall furnish 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. May 9,2006 Marana Vista Estates Page 4 of 13 L. 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 directors ofthe relevant Town and County departments, then to the Assistant Town Manager and Deputy County Administrator for Community and Economic Development. If these individuals cannot resolve the dispute, the issue in dispute shall be submitted to the County Administrator and the Town Manager for resolution. M. Regulation of the Project during Construction. Town shall have responsibility for and control over the Proj ect during construction. III. Finance A. Financing of the Project. The County is willing to allocate $443,829.00 of bond proceeds (the "Maximum Allocated Amount") for the Project. County shall reimburse Town for Project expenses, in the manner set forth herein, up to the Maximum Allocated Amount. The Town may be reimbursed for design and engineering costs not to exceed 10% of the Maximum Allocated Amount and management costs not to exceed 12% ofthe Maximum Allocated Amount. No County bond funds in excess of the Allocated Maximum Amount may be expended for the Project without the prior amendment ofthis Agreement, and if necessary the Bond Ordinance, by the Board of Supervisors. Town shall pay all costs of the Project in excess of the Allocated Maximum Amount. B. Reporting and Payment Responsibilities. 1) Reimbursement Schedule. Town shall, within thirty (30) days after recordation of this Agreement, submit to County a schedule (the "Reimbursement Schedule") showing the anticipated dates and amounts of requests from the Town for reimbursement ofproject expenses incurred and paid by the Town ("Reimbursement Requests"). A final reimbursement schedule shall be established and submitted within thirty (30) days after award of the construction contract(s). The Reimbursement Schedule may be combined with the Construction Schedule. 2) Reimbursement Requests. Within 10 days of the end of each month, starting on the date indicated in the Reimbursement Schedule, Town shall submit to County a Reimbursement Request, together with supporting documentation, including but not limited to, invoices submitted by contractors and approved by Town for payment, in accordance with the Reimbursement Schedule, for Project expenses paid by Town since the last Reimbursement Request. As Project Manager, Town 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 Town (less any retention held by City) prior to requesting reimbursement from the County. All reimbursement requests shall be submitted to: May 9,2006 Marana Vista Estates Page 5 of 13 Leslie Nixon, Program Manager Neighborhood Reinvestment Program 2797 E. Ajo Way, Third Floor Tucson,Ar~ona 85713 3) Payment of Reimbursement Requests. County shall review each monthly Reimbursement Request and, if County does not approve the request, County shall notify Town 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 within such seven (7) day period, the request shall be deemed approved, and County shall pay it within twenty-one (21) days after receipt of the Reimbursement Request (except as set forth below with respect to the final accounting and payment). 4) Monthly Progress Reports. Each month, at the same time the Town submits its Reimbursement Request, it shall also submit a progress report (the "Progress Report") in the format shown on Exhibit B attached hereto. Town shall submit a Progress Report each month of the Project even if Town is not seeking reimbursement for the preceding month. 5) Submittal of Reports. All Progress Reports shall be submitted to: Bennett L. Bernal Program Coordinator 2797 East Ajo Way, 2nd Floor Tucson, Arizona 85713 6) Delays. Town shall promptly notify the County at any time that Town becomes aware of a potential Project delay that may cause a deviation from the Reimbursement Schedule and/or the Construction Schedule. In the event of any deviation from the Reimbursement Schedule, County and Town shall establish a new Reimbursement Schedule, consistent with Federal Treasury Regulations. 7) Final Report & Accounting. Within 90 days after completion and upon acceptance ofthe Project by Town, Town shall submit to County: (1) a final report describing the Project as constructed and summarizing its history (i.e., who designed, constructed, provided public art, funding sources, description of public participation, purpose and public benefit of the Project, etc.), along with photographs and final as built drawings; (2) a detailed final accounting statement of the funds expended on the Project, along with a final Reimbursement Request if needed. Failure to provide this information within the established time period may result in denial of reimbursement. 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 within such fifteen day period, the request shall be deemed approved, and County shall pay it within forty-five (45) days of receipt. May 9,2006 Marana Vista Estates Page 6 of 13 8) Form of Reports. Any reports to be submitted by Town to County shall be provided in a format determined by County. C. Amendment of the Bond Ordinance. The Town shall notify the County of any event that would require an amendment of the Bond Ordinance, and shall formally request the County Board of Supervisors to 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, and relevant sections of the Bond Ordinance. In the event the Board of Supervisors does not approve the Town's request for a Bond Ordinance amendment, the Town shall complete the Project as defmed by the Bond Ordinance and this Agreement. D. Federal Treasury Regulations. Town 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 ofthe 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"). Town 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 (which may, in some circumstances, result in a delay in payments under this Agreement), or (ii) terminate this Agreement as set forth in Paragraph V.C. below if the County, in its sole discretion, determines that such reallocation or termination is necessary or advantageous to the County under the Tax Exempt Bond Rules in order to (a) qualify for a spending exception to the arbitrage rebate requirements, or (b) reduce the amount of any potential arbitrage rebate or penalty, or (c) manage the County's bond proceeds. IV. Ownership and Operation A. Ownership of Improvements. Ownership and title to all materials, equipment and appurtenances installed pursuant to this Agreement shall automatically vest in City. Town shall not dispose of or encumber its title or other interest in the Project improvements for a period of at least twenty-five (25) years following the date the Project is completed. This Section shall survive termination, cancellation, expiration or revocation, whether in whole or in part, of this Agreement. B. Operation. For at least twenty-five (25) years following completion of the Project, Town shall: (1) operate and maintain the Project improvements for its intended purposes, for the benefit of the public; (2) insure the Project improvements (through either direct or self-insurance coverage); (3) maintain, repair and replace the Project improvements as needed; (4) make the Project improvements available to all the residents of Pima County without restriction or preference to jurisdiction of residence; and (5) ensure that any fee charged for the use of the Project May 9,2006 Marana Vista Estates Page 7 of 13 improvements does not exceed the 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. V. Term. The term of this Agreement shall begin on the date this Agreement is recorded with the Pima County Recorder, and shall remain in effect until December 31,2010. VI. Termination. This Agreement may be earlier terminated under the following circumstances: A. For Cause. A party may terminate this Agreement for material breach ofthe 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. Ifthe 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. B. Conflict of Interest. This Agreement can be terminated for a conflict of interest as set forth in A.R.S. 938-511, the relevant portions of which are hereby incorporated herein by this reference. C. Arbitrage Rebate Requirements. The County reserves the right to cease payments to Town and unilaterally terminate this Agreement if County determines, in County's sole discretion, that any action or inaction on the part of Town 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. 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. VII. Indemnification. Each party (as Indemnitor) agrees to indemnify, defend and hold harmless the other party (as Indemnitee) from and against any and all claims, losses, liability, costs or expenses (including reasonable attorney's fees) (hereinafter collectively referred to as "claims") arising out of bodily injury of any person (including death) or property damage, but only to the extent that such claims which result in vicarious/derivative liability to the Indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the Indemnitor, its officers, officials, agents, employees, or volunteers. A. Preexisting Conditions. To the fullest extent permitted by law, Town shall indemnify, defend and hold County, its boards, officers, departments, employees and agents, harmless from and against any claims and damages, as May 9, 2006 Marana Vista Estates Page 8 of 13 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 Town 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. VIII. 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. IX. Records and Inspections. A. Book and Records. Town shall keep and maintain proper and complete books, records and accounts ofthe Project. For bond purposes, the Project books and records must continue to be maintained for a period of three (3) years after final payment of the bonds issued for the Project. The bonds funding the Project are expected to be fully paid by June 30, 2023, but may be subject to refunding. Town shall have the option of either (i) maintaining the Project books and records for the requisite number of years or (ii) conveying the Project books and records to County 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 the Town. Unless Town conveys all Project books, records and accounts to County, Town shall indemnify and hold the County harmless from and against any amount required to be paid to the Internal Revenue Service or any governmental Town or agency arising out ofthe failure by Town to maintain such records. B. Inspection and Audit. The County may perform an inspection ofthe Project or an audit of Town' s books and records at any time in order to verify that monies spent on the Project were expended in accordance with the terms of this Agreement. May 9,2006 Marana Vista Estates Page 9 of 13 X. 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 XI. Non-Discrimination. The parties shall not discriminate against any County employee, client or any other individual in any way because of that person's age, race, creed, color, religion, sex, disability or national origin in the course of carrying out their duties pursuant to this Agreement. The parties shall comply with the provisions of Executive Order 75-5, as amended by Executive Order 99-4, which is incorporated into this Agreement by reference, as if set forth in full herein. XII. Americans with Disabilities Act. The parties shall comply with 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. XIII. Compliance with Bond Requirements. Town agrees to comply with all applicable provisions of Pima County Code Chapter 3.06, "Bonding Disclosure, Accountability, and Implementation" and ofthe Bond Ordinance, as they now exist or may hereafter be amended. Any reports to be submitted by Town 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. XIV. Severability. If any provision of this Agreement, or any application thereof to the parties or any person or circumstances, is held invalid, such invalidity shall not affect other provisions or applications of this Agreement which can be given effect, without the invalid provision or application and to this end the provisions of this Agreement are declared to be severable. XV. Force Majeure. A party shall not be in default under this Agreement ifit 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 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 ofthe 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. May 9, 2006 Marana Vista Estates Page 10 of 13 XVI. Legal Jurisdiction and Authority. Nothing in this Agreement shall be construed as either limiting or extending the legal jurisdiction of County or Town. 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. XVII. Workers Compensation. Each party shall comply with the notice of A.R.S. S 23-1022 (E). For purposes of A.R.S. S 23-1022, each party shall be considered the primary employer of all personnel currently or hereafter employed by that party, irrespective of the operations of protocol in place, and said party shall have the sole responsibility for the payment of Worker's Compensation benefits or other fringe benefits of said employees. XVIII. 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 Town employees, or between Town and any County employees. No party shall 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. XIX. No Third Party Beneficiaries. Nothing in this Agreement is intended to create any duty or obligation to, or rights in, any person or entity that is not a party to this Agreement, including the Community Group. Furthermore, this Agreement is not intended to 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. XX. 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: IF TO THE COUNTY: Chuck Huckelberry County Administrator 130 W Congress, 1 dh Floor Tucson, AZ. 85701 Lori Godoshian County Clerk of the Board of Supervisors 130 W Congress, 5th Floor Tucson, AZ. 85701 Margaret Kish Director, Community Development and Neighborhood Conservation Department 2797 E. Ajo Way, 3rd Floor, Tucson, AZ. 85713 May 9, 2006 Marana Vista Estatesc Page 11 of 13 IF TO THE TOWN OF MARANA: Gilbert Davidison Assistant Town Manager 11555 W Civic Center Dr. Marana, Az 85653-7003 XXI. Construction of Agreement. This document 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. This Agreement shall not be modified, amended, altered or extended except through a written amendment signed by the parties and recorded with the Pima County Recorder, or Arizona Secretary of State, whichever is appropriate. 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 has caused this Agreement to be executed by the Mayor upon resolution of the Mayor and Council and attested to by its Clerk. Chairman, Board of Supervisors TOWN OF ~A od ? ~- Mayor, Town 0 Marana PIMA COUNTY ATTEST: Clerk of the Board of Supervisors 10 il. ~ l)(, Fin Department Director APPROVED AS TO CONTENT: Community Development Director May 9,2006 Marana Vista Page 12 of 13 Intergovernmental Agreement Determination The foregoing Intergovernmental Agreement between Pima County, and the Town 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 himlher. PIMA COUNTY ~# ftfJc,Y~ D y Coun y Attorney C\- 2.{g.OCo Date May 9,2006 Marana Vista Page 13 of 13 o 2., 20 -0<. Exhibit-A