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HomeMy WebLinkAboutResolution 2015-079 IGA Oro Valley Water Utility Work1VIAl2ANA RESOLUTION NO. 201.5 -079 RELATING TO PUBLIC; WORKS; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE A SUPPLEMENTAL INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN OF MAR.ANA AND THE TOWN OF ORO VALLEY TO ACCOMMODATE ORO VALLEY WATER UTILITY WORD. AS PART OF THE DESIGN AND CONSTRUCTION OF ROADWAY IMPROVEMENTS TO TANGERINE ROAD ----w DOVE MOUNTAIN BOULEVARD /TWIN PEAKS ROAD TO LA CANADA DRIVE WHEREAS the Town of Marana has entered into an intergovernmental agreement with the Regional Transportation Authority (RTA) to facilitate the construction design and right-of- way acquisition for roadway improvements for Tangerine Road from Dove Mountain Boulevard/ Twin Peaks Road to La Canada Drive; and WHEREAS the Town has been identified by the RTA as the "Lead Agency" for the proposed roadway improvements for Tangerine Road from Dove Mountain Boulevard /Twin Peaks Road to La Canada Drive; and WHEREAS segments of the proposed roadway improvements for Tangerine Road from Dove Mountain Boulevard /Twin Peaks Road to La Canada Drive are located in the town limits of Oro Valley; and WHEREAS the Town of Marana, the Town of Oro Valley, and Pima County entered into an intergovernmental agreement for the design and construction of the Project (the "Local Governments Tangerine IGA ") to coordinate and facilitate the design and construction of the Project among local jurisdictions in a manner consistent with the RTA Tangerine Design/ROW IGA; and WHEREAS the Town of Marana, the Town of Oro Valley, and Pima County executed an amendment to the Local Governments Tangerine IGA allowing the use of alternate project delivery methods for the Project; and WHEREAS a contractor (the "Project Contractor ") has now been procured to construct the Pr of ect in accordance with the selection process set forth in the Local Governments Tangerine IGA as amended; and WHEREAS Oro Valley now desires to take advantage of the economies of scale and to avoid potential construction conflicts by adding certain Oro Valley Water Utility modifications to the Project, to be constructed by the Project Contractor, administered by Marana, and paid for by Oro Valley; and WHEREAS the Mayor and Council of the Town of Marana feel it is in the bast interests of the citizens of Marana to enter into the supplemental intergovernmental agreement addressed by this resolution. ( 00042626, I)OCx /1 Marana Resolution No. 2015 -079 7/23/2015 4:12 PM F'JC Now, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA that the supplemental intergovernmental agreement between the Town of Marana and the Town of Oro Valley to Accommodate Oro Valley water Utility work as part of the Design and Construction of Roadway Improvements to Tangerine Road — Dove Mountain Boulevard /Twin Peaks Road to La Canada Drive 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. IT IS FURTHER RESOLVED that the Town Manager and staff are hereby directed and authorized to undertake all other and further tasks required or beneficial to carry out the terms, obligations, conditions and objectives of the intergovernmental agreement. PASSED AND AD OPr1 D by the Mayor and Council of the Town o E' Marana, Arizona, this 4th day of August, 2015. N () ARANA 7 Mayor Ed H nea ATTEST: ocely . Bronson, Town Clerk APPROVED AS, TO FO [� M: { 00042626. DOCX 1} Marana Resolution No. 2015 -079 -2- 7/23/2015 4:12 AM FJC SUPPLEMENTAL INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN OF M ARANA AND THE TOWN OF ORO VALLEY 'TO ACCOMMODATE ORO VALLEY WATER UTILITY WORD. AS PART OF THE DESIGN A ND CON STR.UC -- rriON O ROADWAY IMPR OV E M E NTS TO TAN ROAD DOVE M 013 - NTAIN .rr BOULEV.AR- D/TT'VVIN PEAKS ROAD TO ..JA C:A:NADA. DRIVE This intergovernmental agreement (this "IG.A. ") is entered into by and between. the TOWN oF MAR ( "Marana "), an Arizona municipal corporatiola, and the TOWN of OR.o VALLEY ( "Oro Valley water Utility"), an. Arizona municipal corporation. Marana and Oro Valley are sometimes collectively referred to as the "Parties," either of which i.s sometimes individually referred to as a "Party." RECITA.Ls A. M.a.rana has entered into an intergovernmental agreement with. the Regional. Transportation Authority of Pima County (the "RTA. "), recorded with As authorizing .resolutions in. the Pima County Recorder's office on June 6, 2013, at Sequence 201 31.570430 (the "RT.A Tangerine Design /ROW IGA. ") to facilitate the preparation of construction design drawings and the acquisition of right needed for the construction of improvements to Tangerine Road --- Twin Peaks Road to La Can ada Drive (the "Project "). B. M:arana has been identified by the R`I'A. as th-e Lead Agency for the Project and will, be responsible for all aspects of project implementation., including construction. C. 'The Parties anticipate that Marana will soon enter into an intergovernm.eiatal agreement with. the RTA (the ` {RTA Tangerine Construction IGA ") to facilitate the construction funding and administration for the Project. D. J'he Parties and Pima County entered into an intergovernn�aental agreement for the design and construction of the Project, recorded in. the Pitna County Recorder's office on August 15, 2013, at Sequence 20 (the "Local (3overn.ments Tangerine IGA. "), to coordinate and facilitate the design and construction of the Proj ect. 1�. The Local Governments Tangerine IGA was modified by the execution of "Amendment Number 1." dated June 3 201.4 (Pinta County Contract No. C'1- ' "I'R Amendment No. 01), which was not recorded., but simply modified paragraph 9 (Contractor Selection) to allow a contractor for the Project to be selected "using a process that is CItlthoz lz by Ari zona Revised Statutes Title 34.} 1000 - 1 1424.9 OC X 1; - 1. - 4 114 /20 3 . 09 PIM F .1C F. In accordance with the selection process set forth in the Local Governments Tangerine IGA. as modified by Amendment Number 1, a. contractor (the "Project Contractor ") has now been procured to construct the Project. C. Oro Valley water Utility now desires to tape advantage of the economies of scale and to avoid potential construction conflicts by adding certain Oro Valley water - Utility modifications to the Project, to be constructed by the Project Contractor, administered by Marana, and paid for by Oro Valley water Utility. 1=1. The Parties are authorized to contract for services and enter into agreements with one another for joint and cooperative action pursuant to A..R.S. § 11 -952, et. seq. A G RE l._i i► x E N'T Now, TI- EREFORE, based on the foregoing recitals, which are incorporated by reference here, and in consideration of the natters and things set forth In this IGA, the Parties hereby agree as follows: L Purpose. This IGA is intended as a supplement to the RTA. Tangerine Deslcrn /ROW 1G.A., the RTA Tangerine Construction ICA, and the Focal. Governments Tangerine IGA as modified by Amendment Number 1 (collectively the "Controlling Tangerine TOAs ") to address only those Oro Valley water Utility .facilities modifications added to the Project pursuant to this IGA. 2. Expansion of the Project. `The scope of the Project shall be expanded to include modifications to the Oro 'Vall.ey water Utility 24 -inch Reclaimed water :Main and 1.2 inch. Potable M:ai.ns described in detail. in "exhibit .A" attached to and incorporated by this reference in this IGA and referred to in this IGA. as the "Oro Valley Utility work." 3. Oro Valley Water Utility's responsibilities. Oro Valley water Utility shall.: 3.1.. Provide and pay for the design of the Oro Valley Utility W ork, including underground utility location (potholing) and related. survey services including As :Built plans upon completion. of the work. 3.2. Coordinate with Psornas, the design engineering firm for the Project:, for incorporation of the Oro Valley U11.1.1ty work design /plans into the Tangerine Corridor project plans. 3.3. Provide and pay for all permitting necessary for the Project Contractor to construct the Oro Valley Utility work.. 3.4. rl ^imely review and, if acceptable to Oro Valley water Utility, authorize Marana to execute a Project: Guaranteed Maxim= Price with the :Project Contractor - for the installation and construction of the Oro Vallcy Utility work. 3.5. if the Project Guaranteed Maximum Price i.s unacceptable to Oro Valley water Utility, the Town of Marana and Oro Valley water Utility will. cooperate and negotiate with the Project Contractor to develop an acceptable and reasonable Project Guaranteed Max iinuni Price. '00041424, . ( - )Ca A - ? _ 4i) 4/21015 3.09 I'M FJc 3.6. Inspect the Oro Valley Utility work for compliance with all. applicable regulations, statutes, and standards. 3.7. Pay for the construction of the Oro 'Val-ley Utility work performed by the Project Contractor by paying within 30 days of receipt from Marana each invoice for construction costs associated with the Oro Valley Utility work. 4. Marana's respon- sibill- es. Marana shall.: 4.1. Negotiate and, if acceptable and authorized by Oro Valley water Utility pursuant to paragraph 3.4 above, execute a :Project Guaranteed Maximum Price with the Project. Contractor for the installation and constniction of the Oro Valley Utility work, requiring the Project Contractor's separate tracking of all costs associated with. the Oro Valley Utility Work. 4.1 Coordinate construction inspection for the Project with Oro Val-ley water Utility to facilitate Oro Valley Water Utility's inspection of the Oro Valley Utility work 11. accordance with. paragraph. 3.6 above. 4.3. Invoice Oro Val-ley water Utility for casts of the Oro Valley Utility work as the Project Contractor submits payment applications that include the Oro Valley tJtll.ity work. 4.4. Provide As Bul.l.t files in AutoCA.D and PDF form. to Oro Valley water Utility upon completion of the work 4.5. U its best: efforts to minimize change orders that increase the cost of the Oro Valley tJtillty Work. . Effective da ; term. This IGA. shall. become effective upon. filing a fully executed original with the office of the Pima County Recorder and shall. continue in effect until the sixth anniversary of final payment to the Project Contractor. 6. Construction of this IGA. 6.1.. Entire agreement. 'This instrument constitutes the entire agreement between the Parties pertaining to the subject matter of this 1GA, and all prior or contemporaneous agreements and understandings, oral. or written, are hereby superseded and merged in this I-GA.. 6.2. Exhibits. Any exhibits to this 1GA. are incorporated in this IGA by this reference. 6.3. Amendment. This IGA. may be modified, amended, altered or changed only by written agreement signed by both Parties. 6.4. Construction and interpretation. All provisions of this I G A shall be construed to be consistent with the intention of the 1 as expressed i.n. the Recitals section of this .INCA. 6.5. Severability. A declaration. by statute or judicial decision that any provision of this IGA is invalid or void shall have no effect on other provisions that can be given. effect without the Invalld or void provision, and to this extent th.e provisions of this 1GA are severable. 00041424.DOCx 1} - 3 - 4/14/2015 3 1 1 .1C If any provision of this IGA is declared Invalid or void., the Par -ties agree to meet promptly in an attempt to reach an agreement on a substitute provision.. 6.6. Conflict of interest: This IGA is subject to the provisions of A.R.S. § 38 -511, which provides for cancel.ation in certain instances involving conflicts of interest. 7. Legal Jurisdiction. Nothing in this IGA A. shall be construed as either limiting or extendin ZD the legal Jurisdiction of the Parties. 8. No Joint venture. It is not intended by this IGA to and nothing contained in this :IGA shall. be construed to, create any partnership, joint venture or employment relationship between the Parties or create any employer- employee relationship between one Party and another Party "s employees. No Party shall be liable for any debts, accounts, obligations or other liabilities whatsoever of another Party, including (without limitation) another Party's obligation to withhold Social Security and income taxes for itself or any of its employees. 9. No Third Party Beneficiaries. Nothing in the provisions of this IGA is intended to create duties or obligations to or rights in third parties not parties to this IGA or to affect the legal liability of either Party by imposing any standard of care different from the standard of care imposed by law. 1.0. Compliance with Laws. The Parties shall comply with all. appli-cable federal., state and local laws, Arles, regulations, standards and, executive orders, without limitation to those designated within this IGA. 10.1..Anti- Discrimi.nation.. 'rh.e. provisions of A.R.S. § 4:1 -1463 and l xecut.ive order Number 99 -4 issued by the Governor of the State of Arizona are incorporated by this reference as a part of this IGA.. 1.0.2. Americans with Disabilities Act. This IGA. is subs ect to all applicable provisions o f the .Americans with Disabilities Act (Public :I_ .,aw 1.01 -336, 42 U.S.C. 1.21.01µ12213) and all. applicable federal regulations under the Act, including 28 CFR Parts 35 and 36. 1.0.3. workers' Compensation. An employee of either Party shall. be deemed to be an "employee" of both public agencies, while performing pursuant to this IGA., for purposes of A.R.S. § 23-1.022 and the Arizona workers' Compensation laws. The primary employer shall be solely h able for any workers' compensation benefits, which. may accrue. Each Party shall. post a notice pursuant to the provisions of A.R.S. § 23- 1022(E) i-n. strbstantial.ly the following form : All employees are hereby further notified that they may be required to work udder the jurisdiction or control. or within th.e jurisdictional boundaries of another publ.i.e agency pursuant to an intergovernmental agreement or contract, and under stich. circumstances they are deemed by the laws of Arizona to be employees of both public agencies for the purposes of workers" compensation. 11. Waiver. waiver by elther Party of any breach of any term, covenant or condition of this IGA shall not be deemed a waiver of any other tern7, covenant or condition., or any subsequent breach of the sane or any other term., covenant, or condition of this IGA. ( 0041424 )OC X 11 -4 w 4/14/2015 3 1'M FJC 12. Force Majeure. A party shall not be in default under this IGA if it does not fulfill any of its obligations under this IGA 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 IGA, 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. 13. Notification. All notices or demands upon any party to this IGA shall be in writing, unless other forms are designated elsewhere, and shall be delivered in person or sent by mail addressed as follows: To Marana: TowN OF MA RANTA Town Engineer 115 5 5 W. Civic Center Dr. Marana, Arizona 85653 To Oro Valley: TowN OF O R O VALLEY Water Utility Director 11000 N. La Canada Dr. Oro Valley, Arizona 85737 14. Remedies. Any Party may pursue any remedies provided by law for the breach of this IGA. 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 IGA. 15. Counterparts. This IGA may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The signature pages from one or more counterparts may be removed and attached to a single instrument. IN WITNESS WHEREOF, the Parties have executed this IGA as of the last signature date below. T OF M A�ANA Ed Hon e Mayor Date: B�N�ao/s TOWN 014 O RO VALLEY Dr. Satish I. Hiremath, Mayor Date: foao41 424.DOCX /I - 5 - 4/14/20 10 PM rJC ATTEST: g own C rk ATTEST: u K. Bower, Town Clerk (00041424.DOCX /) - - 4/14/2015 3,09 PM FJC INTERGOVERNMENTAL AGREEMENT DETERMINATION The foregoing intergovernmental agreement between the TowN of MA RAN A and the TOWN of ORo VALLEY has been reviewed pursuant to A.R.S. § 11-952 by the undersigned, who have determined that it is in proper form and is within the powers and authority granted under the laws of the State of Arizona to the Party to this intergovernmental agreement represented by the undersigned. T'O«'N OF MARANA: TOWN OF ORO VALLi°Y: doe o Att ey Tobin Sidles, Legal Services Director Date: 1 ZO/ � Date: 7/ 400041424.DOCX I} - 7 - 4/14/2015 3:09 PM FJC