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HomeMy WebLinkAboutResolution 2014-112 Approving corrected Sunset Ranch water service transfer agreementMARANA RESOLUTION NO, 2014-112 RELATING TO UTILITIES; APPROVING EXECUTE THE CORRECTED SUNSET AGREEMENT WITH THE CITY OF TUCSON AND AUTHORIZING THE MAYOR TO RANCH WATER. SERVICE TRANSFER WHEREAS the City of Tucson currently provides water service in an area referred to as the `Sunset Ranch Water Service Area" in the Agreement addressed by this resolution, which includes that portion of the Northeast Quarter of the Southeast Quarter of Section 29, Township 12 South, Range 12 East, Gila and Salt River Base and Meridian depicted on the subdivision plat of Sunset Ranch Estates Lots 1 -30 recorded in the office of the Pima County Recorder at Book 47 of Maps and Plats, Page 18, and two adjacent parcels served by Tucson, Pima County Assessor's Parcel No. 221- 22 -016J (8141 West Pima Farms Road) and Pima County Assessor's Parcel No. 221- 22 -022M (7831 West Pima Farms Road); and WHEREAS the Town of Marana provides water service to the areas located east and south of the Sunset Ranch Water Service Area; and WHEREAS the Town of Marana provides, via system interconnect, the water used by the City of Tucson to serve the Sunset Ranch Water Service Area; and WHEREAS the Town of Marana desires to purchase and the City of Tucson desires to sell the Sunset Ranch Water Service Area; and WHEREAS the Mayor and Council of the Town of Marana adopted Resolution No. 2014 -108 on October 21, 2014, approving the Sunset Ranch Water Service Transfer Agreement; and WHEREAS the service area description in Recital B to the version of the Sunset Ranch Water Service Transfer Agreement approved on October 21 contained errors, and Exhibit A was missing, making it necessary to bring a corrected version to Council for approval; and WHEREAS the Mayor and Council of the Town of Marana find that the best interests of Marana and its citizens are served by entering into this corrected agreement and acquiring the Sunset Ranch Water Service Area. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, that the corrected "Sunset Ranch Water Service Transfer Agreement between the City of Tucson and the Town of Marana" attached to this resolution as Exhibit A is hereby approved, and the Mayor is authorized to execute it for and on behalf of the Town of Marana. € 0004001 1. DOCX /1 ReSOILItion No. 2014 -112 - 10/23/2014 8;37 AM F -W IT IS FURTHER RESOLVED that the Town Mana and staff are hereb directed and authorized to undertake all other and further tasks re or beneficial to carr out the terms, obli conditions and objectives of the corrected a PASSED AND ADOPTED b the Ma and Council of the Town of Marana, Arizona, this 5th da of November, 2014. Ma Ed flonea ATTEST: ?-Jcel C. ronson, Town Clerk D AS TO FORM: I Town Attorne X00040011 DOCX /) Resolution No. 2014-112 - 2 - 10/23/2014 8:37 AM FJC SUNSET RANCH WATER SERVICE TRANSFER AGREEMENT BETWEEN THE CITY OF TUCSON AND THE TOWN OF MARANA THIS AGREEMENT is made and entered into by and between the CITY OF TUCSON, an Arizona municipal corporation ( "TucSON ") and the TOWN OF MARANA, an Arizona municipal corporation ( " MARANA "). TUCSON and MARANA are sometimes collectively referred to as the "Parties," either of which is sometimes individually referred to as a "Party." .RECITALS A. TUCSON and MARANA are mu water service providers, each of which provides water service in designated service areas in and near the jurisdictional boundaries of the Town of M arana. B. TUCSON currently provides water service in an area known as and referred to in this Agreement as the "Sunset Ranch water Service Area" with water provided by MARANA pursuant to an intergovernmental agreement with TUCSON. For purposes of this Agreement, the Sunset Ranch water Service Area includes that portion of the Northeast Quarter of the Southeast Quarter of Section 29, Township 12 South, Range 12 East, Gila and Salt River Base and Meridian depicted on the subdivision plat of Sunset Ranch Estates Lots 1 -30 recorded in the office of the Pima County Recorder at Book 47 of Maps and Plats, Page 18, and two adjacent parcels served by TUCSON, Pima County Assessor's Parcel No. 221- 22 -01 (8141 west Pima Farms Road) and Pima County Assessor's Parcel No. 221- 22 -022M (7831 west Pima Farms Road) . C. MARANA desires to purchase and TUCSON desires to sell the Sunset Ranch water Service Area based on the terms set forth in this Agreement. A GREEMENT Now, THEREFORE in consideration of the foregoing premises and the mutual covenants set forth in this Agreement, the Parties hereby agree as follows: 1. Transfer of Sunset Ranch Water Service Area. (A) Tucsoty shall transfer to MARANA all of the following: (i) The right to provide water service to the Sunset Ranch Water Service Area and all land and customers located there. (ii) All existing lines, valves, and other water - related facilities, a general description of which is set forth on Exhibit A attached to and incorporated in this Agreement by this reference. (iii) Groundwater service area rights. � 00028174. DOCX 12) 1 0/23/20 14 8:17 AM CITY OF TU CSO NITo WN OF MARANA S UNSET RA NCH W ATER SERVICE TRANSFER A GREEMENT -I - (iv) Any and all other necessary appurtenances and rights, corporeal and incorporeal, currently owned or held by TUCSON and used for the provision of water service within or relating to the Sunset Ranch water Service Area. (v) Tucson's obligations to provide water service within the Sunset Ranch Estates area as established in Section I of that Agreement for Construction of Facilities Under Private Contract between the City of Tucson and Scenic Farms Development Partnership, dated April 26, 1996. (B) Transfer of the Sunset Ranch water Service Area shall occur automatically effective January 1, 2015, without further action by TUCSON upon MARANA's payment of the amount specified in paragraph 2 below. However, TuCsoN shall execute any further documents reasonably requested by MARANA to evidence the transfer, including without limitation one or more bills of sale, deeds and easements. TUCSON shall provide the documents at the time MARANA tenders payment pursuant to Paragraph 2 below, or, if MARANA requests documentation after payment, within ten business days of receiving a written request from MARANA. 2. Payment by MARANA. In consideration of the transfer of the Sunset Ranch Water Service Area as specified in paragraph I above, MARANA shall pay TUCSON the sum of $50,85 1.00 to be paid by check within thirty days after the effective date of this Agreement. 3. The Parties' mutual representation about the purchase price. The Parties mutually represent that the purchase price of $50,851.00 was arrived at by negotiation only, based on the unique facts and circumstances that apply to the Sunset Ranch water Service Area. The purchase price shall not be treated by either Party as reflective of the price TUCSON would accept or MARANA would pay on a per - account basis for water accounts that do not share the unique facts and circumstances that apply to the Sunset Ranch water Service Area. These unique facts and circumstances include, but are not limited to, the prior history and agreements relating to the Sunset Ranch water Service Area. 4. The Parties' coordination with customers. To the extent possible within the constraints of any applicable law, the Parties will coordinate with respect to: (A) the mutual notification of affected customers regarding the transfer of the Sunset Ranch Water Service Area; and (B) avoiding customer disruptions; and (C) transferring customer billing information. 5. TUCSON's representations and warranties. In addition to other representations reflected in the express terms of this Agreement, TUCSON represents and warrants to MARANA and upon transfer of the Sunset Ranch water Service Area shall be deemed to warrant and represent as follows: (A) Tucson will not to compete or interfere with Marana's provision of water service to the Sunset Ranch Water Service Area. (B) Tucson is a municipal corporation duly organized, validly existing and. in good standing under the laws of the State of Arizona and has the full power and authority to execute and deliver this Agreement, and to perform and carry out all covenants and obligations to be performed and carried out by Tucson under this Agreement. 100028174.DoCX l 2) 10/23/2014 8 :17 AM CITY OF TUCSON /TowN OF MARANA SuNSErF RANCH WATER SERVICE TRANSFER AGREEMENT -2- (C) This Agreement and any deeds, assignments, certificates or other instruments or documents executed or delivered by Tucson in connection with the transactions contemplated in this Agreement constitute legal, valid and binding obligations of Tucson, enforceable against Tucson in accordance with their respective terms. (D) To Tucson's actual knowledge upon good faith investigation, the execution, delivery and performance of this Agreement by Tucson and the consummation of the transactions contemplated in this Agreement will not: (i) result in a breach or acceleration of or constitute a default or event of termination under the provisions of any agreement or instrument to which Tucsoty is a party or bound; (ii) result in the creation or imposition of any lien, charge or encumbrance on or against the Sunset Ranch Water Service Area any portion of it; or (Ili) constitute or result in the violation or breach by TUCSON of any judgment, order, writ, injunction or decree issued against or imposed upon TUCSON. (E) To TUCSON'S actual knowledge upon good faith investigation, as of the date this Agreement is executed there is no pending litigation affecting the Sunset Ranch Water Service Area, TUCSON's right to provide water service to the Sunset Ranch Water Service Area, or any of the water related facilities being transferred to MARANA under this Agreement. If TUCSON becomes aware of any litigation affecting the Sunset Ranch Water Service Area, TUCSON'S right to provide water service to the Sunset Ranch Water Service Area, or any of the water related facilities being transferred to MARANA under this Agreement at any time prior to the payment required by Paragraph 2 above, TUCSON shall give prompt written notice thereof to MARANA before accepting monies tendered by MARANA pursuant to this Agreement. (F) TUCSON has not received notice, formal or informal, from any governmental agency of any violation by TUCSON of any laws, ordinances, rules or regulations with respect to the provision of water service to the Sunset Ranch Water Service Area and to TUCSON'S actual knowledge upon good faith investigation no such violations exist. If TUCSON becomes aware of any such violation prior to the payment required by Paragraph Z above, TUCSON shall give prompt written notice thereof to MARANA before accepting monies tendered by MARANA pursuant to this Agreement. 6. MAi?ANA 's representations and warranties. In addition to other representations reflected in the express terns of this Agreement, MARANA represents and warrants to TUCSON and upon transfer of the Sunset Ranch Water Service Area shall be deemed to warrant and represent as follows: (A) MARANA is a municipal corporation duly organized, validly existing, and in good standing under the laws of the State of Arizona, and has the full power and authority to execute and deliver this Agreement, and to perform and carry out all covenants and obligations to be performed and carried out by MARANA under this Agreement. (B) This Agreement constitutes a legal, valid and binding obligation of MARANA, enforceable against MARANA in accordance with its terms. t00028174.DOCX 12) 10/23/2014 8:17 AM CITY Or TUCSON/TOWN OF MARANA SUNSET RANCH WATER SERVICE TRANSFER AGREEMENT -3- (C) To MARANA "s actual knowledge upon good faith investigation, the execution, delivery and performance of this Agreement by MARANA and the consummation of the transactions contemplated in this Agreement will not (i) result in a breach or acceleration of or constitute a default or event of termination under the provisions of any agreement or instrument to which MARANA is a party or bound; or (ii) constitute or result in the violation or breach by MARANA of any judgment, order, writ, injunction or decree issued against or imposed upon MARANA. 7. Intergovernmental agreement. To the extent this Agreement constitutes a contract for services or a joint exercise of powers common to MARANA and TUCSON, it shall be considered an intergovernmental agreement executed under the authority of A.R.S. § 11 -952. 8. Notices. All notices, requests and other communications under this Agreement shall be given in writing and either (i) personally served on the party to whom it is given, or (ii) mailed by registered or certified mail, postage prepaid, return receipt requested, or (iii) sent by private overnight courier such as Federal Express or Airborne, or (iv) transmitted by facsimile (provided that a confirming copy of the facsimile transmission is mailed on the date of such transmission), addressed as follows: If to TUCSON: CITY OF TUCSON 255 West Alameda Street, 10 Floor P.O. Box 27210 Tucson, Arizona 85726 -7210 (520) 791 -4204 Fax (520) 791 -5198 If to MARANA: TOWN OF MARANA 1 1555 W. Civic Center Dr. Marana, Arizona 85653 (520) 382-1999 Fax (520) 382 -1945 All notices shall be deemed given when delivered or transmitted by facsimile or, if mailed as provided above, on the second day after the day of mailing, and if sent by overnight courier, on the next day after the date of deposit with the courier. Either Party may change its address for the receipt of notices at any time by giving written notice thereof to the other Party in accordance with the terms of this section. The inability to deliver notice because of a changed address of which no notice was given, or rejection or other refusal to accept any notice, shall be deemed to be the effective receipt of the notice as of the date of such inability to deliver or rejection or refusal to accept. 9. Miscellaneous. (A) This Agreement may not be modified except in a writing signed by the Parties. (B) Time is of the essence of this Agreement. { 00028174.I)oC;X 12 ) 10/23/2014 8:17 AM C1'rY of TUCSON/TOWN of MARANA SUNSET RANCH WATER SERVICE TRANSFER AGREEMENT -4- ( C) This A shall be g overned b and interpreted in accordance with the laws of the State of Arizona, and an lawsuit to enforce an provision of this A or to obtain an remed with respect to this A shall be brou in the Pima Count Superior Court, and for this purpose the Parties expressl and irrevocabl consent to the Jurisdiction of the Pima Count Superior Court. ( D ) If either of the Parties fails to perform an of its obli under this A or if a dispute arises concernin the meanin or interpretation of an provision of this A the defaultin part or the part not prevailin in the dispute, as the case ma be, shall pa an and all costs and expenses incurred b the other part in enforcin or establishin its ri under this A includin without limitation, court costs and reasonable attorne fees. (E) This A ma be executed in multiple counterparts, each of which shall, for all purposes, be deemed an ori and all of which, taken to shall constitute one and the same a (F) This A shall be bindin upon and inure to the benefit of the Parties and their 4- respective successors in interest and assi provided, however, that no assi of this A shall in an wa relieve the assi of its obli under this A ( fir ) This A is subject to A.R.S. § 38-511, which provides for cancellation of contracts in certain instances involvin conflicts of interest. (II) Upon execution b the Parties, this A shall be filed with the office of the Pima Count Recorder. IN WITNESS WHEREOF, the Parties have executed this A as of the last date set forth below their respective representatives' si which shall be the effective date of this A CITY OF TUCSON Ma Jonathan Rothschild TOWN OF MARAN Ma EdBonea Date: ATTEST: Cit Clerk Date: // s C:;?;- e / z ATTEST: 1 Town o l C. B son To Clerk (00028174.DOCX 121 1012312014 8:17 AM CITY OF TUCSON/ToWN OF MARANA SUNSET RANCH WATER SERVICE TRANSFER AGREEMENT -5- ATTORNEY CERTIFICATION The foregoing intergovernmental agreement between the Town of Marana and the City of Tucson, has been reviewed on the date set forth below pursuant to A.R.S. § 11 -952 by the undersigned attorneys, each of whom has determined that it is in proper form and within the powers and authority granted under the laws of the State of Arizona to the Party represented by the respective undersigned attorney. Mike Rankin, City Attorney City of Tucson Date: frank ssidy, Town Attorney To of Marana Date: 40028174.DOCX 12) 10/23/2014 8:17 AM CITY OF TUCSON /ToWN OF MARANA SUNSET RANCH WATER SERVICE TRANSIAER AGREEMENT -6- EXHIBIT A GENERAL DESCRIPTION OF EXISTING LINES, VALVES, AND OTHER WATER - RELATED FACILITIES TRANSFERRED BY THE SUNSET RANCH WATER SERVICE TRANSFER AGREEMENT 1. The water service area described in Recital B of the Sunset Ranch water Service Transfer Agreement; specifically, a. Sunset Ranch Estates Lots 1-30 recorded in the office of the Pima County Recorder at Book 47 of Maps and Plats, Page 18 b. Two adjacent parcels served by Tucson: Pima County Assessor's Parcel No. 221 - 22 -016J (8141 west Pima Farms Road) and Pima County Assessor's Parcel No. 221- 22 -022M (7831 west Pima Farms Road) 2. The 28 existing single family residential customers located within the service area described above 3. The following located within the service area described above: a. Approximately 3,500 feet of 6-inch distribution pipe b. Approximately 770 feet of 12 -inch distribution pipe c. Fifteen 6 -inch valves d. Two 12 -inch valves e. Six fire hydrants f. One water quality sampling station 4. Tucson water infrastructure designed to provide future service to lands adjacent to the service area described above (00028174.DOCx 121 10/23/2014 8:17 AM ExI- I113I`r A , ro Q.i OF TUCSON /TOWN of MARANA SUNSET" RANCH wA'rER SERVICE TRANSFER AGREEMENT