Loading...
HomeMy WebLinkAboutResolution 2007-013 IGA for northwest water providers CAP system cost estimate study MARANA RESOLUTION NO. 2007-13 RELATING TO WATER; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT FOR NORTHWEST WATER PROVIDERS CEN- TRAL ARIZONA PROJECT WATER SYSTEM COST ESTIMATE STUDY. WHEREAS the Town of Mar an a, Metropolitan Domestic Water Improvement District, Flow- ing Wells Irrigation District, and the Town of Oro Valley desire to participate in a Central Arizona Project Water System Cost Estimate Study; and WHEREAS the Mayor and Council ofthe Town of Marana feel it is in the best interests of the public to enter into this intergovernmental agreement. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, that the intergovernmental agreement among the Town of Maran a, the Met- ropolitan Domestic Water Improvement District, Flowing Wells Irrigation District, and the Town of Oro Valley attached to and incorporated by this reference in this resolution as Exhibit A is hereby approved, and the Mayor is hereby authorized to execute it for and on behalf ofthe Town of Mar ana . IT IS FURTHER RESOLVED that the Town's Manager and staff are hereby directed and au- thorized to undertake all other and further tasks required or beneficial to carry out the terms, obliga- tions, and objectives of the intergovernmental agreement. h PASSED and ADOPTED by theM" ,,~,Y,',' 9, ran, d, Council of the Town Of,M~, ra_ a, Arizona, this 6t day of February 2007 "'I:\,";',',~",,~,r,"I.,"'~r~ , ~/, ,. ~,~\ OF Iv! ',.~ c. , . ;::'~~~~i:,','mu,~~~ 4,,' ,1~~ - /::0 ~" ,.~~~ .. :::~~\c< ," 3'Y'~ M yor Ed Honea - == ~ - = i ';', ',.<-.' ;;:: """" ~ 10,,_. , /... ~ ~" ,,;,I~" ;:: ~... ilw;:'i'1. ~ ....... Z'\ <21 ~.. iA&U\\\~ {00003845.DOC /} FJC:eds 1/17/07 INTERGOVERNMENTAL AGREEMENT BETWEEN METROPOLITAN DOMESTIC WATER IMPROVEMENT DISTRICT, FLOWING WELLS IRRIGATION DISTRICT, THE TOWN OF MARANA AND THE TOWN OF ORO VALLEY FOR NORTHWEST WATER PROVIDERS CENTRAL ARIZONA PROJECT WATER SYSTEM COST ESTIMATE STUDY This Intergovernmental Agreement (hereinafter "the Agreement") is entered into by and between the Metropolitan Domestic Water Improvement District ("Metro"), Flowing Wells Irrigation District ("FWID"), the Town of Marana, a municipal corporation located in Pima County, Arizona ("Marana") and the Town of Oro Valley, a municipal corporation located in Pima County, Arizona ("Oro Valley"), herein collectively referred to as the "NW Water Providers". RECITALS WHEREAS, pursuant to Arizona Revised Statutes (A.R.S.) § 11-952, Metro, FWID, Marana and Oro Valley are authorized to enter into or renew agreements for joint and cooperative action with other public agencies; and WHEREAS, pursuant to A.R.S. §§ 48-909A(6), 48-1014 and 48-4462, et seq., Metro has the requisite statutory authority to acquire, own and maintain a water utility for the benefit of the landowners within and without their corporate boundaries; and WHEREAS, pursuant to A.R.S. § 48-2978, FWID has the requisite statutory authority to acquire, own and maintain a water utility for the benefit of the landowners within its corporate boundaries; and WHEREAS, pursuant to A.R.S. § 9-511, et seq., Marana and Oro Valley have the requisite statutory authority to acquire, own and maintain a water utility for the benefit of the landowners within and without their corporate boundaries; and WHEREAS, the NW Water Providers entered into an Memorandum of Understanding in June 2006 to cooperate in planning for the development of renewable water systems, attached hereto as Exhibit "A"; and WHEREAS, the NW Water Providers desire to enter into an Intergovernmental Agreement to cooperate and participate in a NW Water Providers Central Arizona Project Water System Cost Estimate Study; and NOW THEREFORE, in consideration of the mutual covenants and conditions contained in this Agreement, and other good and valuable consideration, the NW Water Providers agree as follows: CADmuntents and SettingAwtenneyl-I Settings\TmpmuylntanetFilm?OLK7A\IGA- Study 0103071.dw AGREEMENT 1. Projec . The Project consists of a Study to be conducted by Carollo Engineers ("Carollo") who shall provide a cost analysis for providing a Northwest Central Arizona Project Water System. The Scope of Work for the Study is attached hereto as Exhibit 66B99. 2. Effective Date; Ter . This Agreement shall become effective upon the Parties signing the Agreement and this Agreement shall continue to be in effect until the Project is complete. 3. Costs ' . The cost of the Study is not to exceed Fifty Thousand Dollars ($50,000.00) and shall be split among the NW Water Providers. The cost split shall be as follows: a. Metro 33.33% b. FWID 10.0% C. Marana 23.33% d. Oro Valley 33.33% District shall pay Carollo for services and all reimbursable materials rendered. This not to exceed amount of Fifty Thousand Dollars ($50,000.00) includes labor costs, overhead, fringe benefits, profit, other direct expenses and sub-consultant fees. Metro shall submit monthly invoices to FWID, Marana and Oro Valley for Carollo hours worked and any expenses related to work for the previous month, including all supporting data. Metro is subject to pay under its contract with Carollo a late fee of 1.5 percent per month or the maximum allowed by law, if less, on all amounts remaining unpaid starting the 3l't date following the invoice date. FWID, Marana and Oro Valley shall not be responsible for and/or pay any late fees. 4. Tasks Assi2ned to Carollo Carollo agrees to complete the Scope of Work, attached hereto as Exhibit "B". The following are Tasks for which Carollo shall complete within the time frame agreed to: Task I - Develop Project Management Plan and Data Collection Task 2 - Conduct Workshop #1 and Review Baseline Parameters Task 3 - Develop/Update Conceptual Treatment Process Alternatives and Conceptual Cost Estimates Task 4 - Develop Delivery System and alternatives and Cost Estimates Task 5 - Draft Report, Workshop #2 and Final Report Task 6 - Project Management CADucutumts and Settings4tmeyL?al SettingskT=pwuyLatmetFilcs\OLK7A\IGA -Study 0103071.dm 2 5. Responsibilities of Metro a. Metro shall be the Project Manager for the Study which includes contracting with Carollo and handling all contractual and administrative functions for the contract. b. Metro shall pay 33.3% of the cost of the Study. C. Metro shall pay all upfront costs for the Study and shall invoice FWID, Marana and Oro Valley for their share of the costs on a monthly basis. 6. Responsibilities of FWID, Marana and the Oro Valley a. FWID shall pay 10% of the cost of the Study. b. Marana shall pay 23.33% of the cost of the Study. C. Oro Valley shall pay 33.33% of the cost of the Study. d. Each NW Water Provider's share for the Study is due thirty (30) days upon receipt of each monthly invoice. e. In the event FWID, Marana and/or Oro Valley have questions regarding any element of an invoice, they shall notify Metro in writing within fifteen (15) days from receipt of Carollo's invoice from Metro. Metro shall effect a resolution and transmit a revised invoice to FWID, Marana and/or Oro Valley. Any amounts not in question shall be paid by FWID, Marana and/or Oro Valley in accordance with the procedure in this Section. FWID, Marana and/or Oro Valley shall pay the approved revised invoice within thirty (30) days of the revised invoice date. 7. Termination. Any party may terminate this Agreement for material breach of the Agreement by any other party. Prior to any termination under this paragraph, the party allegedly in default shall be given written notice by the other parties of the nature of the alleged default. The party said to be in default shall have forty-five days to cure the default. If the default is not cured within that time, the other parties may terminate this Agreement. Any such termination shall not relieve any party from liabilities or costs already incurred or obligated under this Agreement. 8. Non-assianment. No Party to this Agreement shall assign its rights under this Agreement to any other party. 9. Entire Amement. This instrument constitutes the entire Agreement between the Parties pertaining to the subject matter hereof, and all prior or contemporaneous agreements and understandings, oral or written, are hereby superseded and merged herein. C:\Dmmwts and Sctdngs\wu-YLma1 SettingsWentporary Internet Fi1m\0LX7A\JGA - Study 0103o7j.dm 3 10. Amendment. This Agreement may be modified, amended, altered or changed only by written agreement signed by all Parties. 11. Construction and interpretation. All provisions of this Agreement shall be construed to be consistent with the intention of the Parties as expressed in the recitals hereof. 12. Captions and heading-s. The headings used in this Agreement are for convenience only and are not intended to affect the meaning of any provision of this Agreement. 13. Severability. In the event that any provision of this Agreement or the application thereof is declared invalid or void by statute or judicial decision, such action shall have no effect on other provisions and their application, which can be given effect without the invalid or void provision or application, and to this extent the provisions of the Agreement are severable. In the event that any provision of this Agreement is declared invalid or void, the Parties agree to meet promptly upon request of any Party to the Agreement in an attempt to reach an agreement on a substitute provision. 14. Conflict of Interest. This Agreement is subject to the provisions of A.R.S. 38- 511. 15. Jurisdiction. Nothing in this Agreement shall be construed as limiting or extending legal jurisdiction of any Party. Nothing in this Agreement is intended to confer any right or remedies to any person or entity not a party to this Agreement. 16. No Third Party Beneficiaries. Nothing in the provisions of this Agreement is intended to create duties or obligations to or rights in third parties not parties to this Agreement or effect the legal liability of either party to the Agreement by imposing any standard of care different from the standard of care imposed by law. 17. 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. 18. Governine Law. This Agreement shall be governed by Arizona law and venue shall be proper in Pima County, Arizona. 19. Anti-Discrimination. The provisions of A.R.S. § 41-1463 and Executive Order Number 99-4 issued by the Governor of the State of Arizona are incorporated by this reference as a part of this Agreement. 20. Americans with Disabilities Act. This Agreement is subject to all applicable provisions of the Americans with Disabilities Act (Public Law 101-336,42 U.S.C. 12101- 12213) and all applicable federal regulations under the Act, including 28 CFR Parts 35 and 36. CAD-ts and SetungAwtatueyUmal ScuingskTcmpmmylntmctFHa\OLK7A\IGA -Study 0103071.doc 4 21. Waiver. Waiver by any party of any breach of any term, covenant or condition herein contained shall not be deemed a waiver of any other term, covenant or condition, or any subsequent breach of the same or any other term, covenant, or condition herein contained. 22. Force Maieure. A Party shall not be in default under this Agreement if it does not fulfill any of its obligations under this Agreement because it is prevented or delayed in doing so by reason of uncontrollable forces. The term "uncontrollable forces" shall mean, for the purposes of his 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 declared local, state or national emergency, which, by exercise of the 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. 23. 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: METROPOLITAN DOMESTIC WATER IMPROVEMENT DISTRICT Judy Scrivener, Chair 6265 N. La Canada Drive Tucson, Arizona 85704 cc: Attorney for the District Lewis & Roca One S. Church Ave., #700 Tucson, Arizona 85701 FLOWING WELLS IRRIGATION DISTRICT Manuel C. Valenzuela, President 3901 N. Fairview Tucson, Arizona 85705 cc: Attorney for the District 2525 E. Broadway, #200 Tucson, Arizona 85716 TOWN OF MARANA Ed Honea, Mayor 115 5 5 W. Civic Center Drive Marana, Arizona 85653 cc: Town Attorney 115 5 5 W. Civic Center Drive Marana, Arizona 85653 HADIST1,11M IGA-0107.dm 5 TOWN OF ORO VALLEY Philip Saletta Water Utility Director 11000 N. La Canada Drive Oro Valley, Arizona 85737 cc: Town Attorney 11000 N. La Canada Drive Oro Valley, Arizona 85737 25. Remedies. Any Party may pursue any remedies provided by law for the breach of this Agreement. No right or remedy is intended to be exclusive of any other right or remedy and each shall be cumulative and in addition to any other right or remedy existing at law or in equity or by virtue of this Agreement. IN WITNESS WHEREOF, Town of Oro Valley and Town of Marana have caused this Agreement to be executed by their Mayor and Council, upon resolution of their Mayor and Council and attested to by the Clerk of the Town; Metro has caused this Agreement to be executed by it's Chair; and Flowing Wells Irrigation District has caused this Agreement to be executed by the President of the Board of Directors. METROPOLITAN DOMESTIC WATER Date i ' Lv ' ha7 Date: Alm I I FLOWING WELLS IRRIGATION DISTRICT Manuel C. Valenzuela, President Board of Directors Date: 2 -k2-07 ATTEST: C?? W44 Cheryl Rob(6ts, Clerk of the Board Date: 6a - /.I - 0-/ H:\DIST\NW IGA-0107.d. 6 Warren Tenney, Clerk of the Board TOWN OF Ed Honea, Mayor ATTEST: ci TOWN OF ORO VALLEY Paul H. LodKis, Mayor ATTEST: Kaflu?m E. Cuvelier, Town Clerk Date Date: 941_,?W IzIle 1407 Date Date Coututumts and Scttings\wt=eya=aI Scuings\TmpmarylntemetFilm\OLK7A\IGA -Study 0103071.dw ATTORNEY CERTIFICATION The foregoing Agreement by and between the Metropolitan Domestic Water Improvement District, Flowing Wells Irrigation District, the Town of Marana and the Town of Oro Valley has been reviewed pursuant to A.R.S. Section 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 those parties to the Agreement. METROPOLITAN DOMESTIC WATER IMPROVEMENT DISTRICT Keri Silvyn, Attorney fW- 6eistrict Date FLOWING WELLS IRRIGATION DISTRICT Sp?r-Zer Smith, PWID Attorney TOWN OF MARANA I ?Fr Cas?dy, Town ?Iorney ?a9 D7 Date Date/ Da(e C:\Dwmmts and Settiugs\wtc=eyLmA Settingg\Tmporwy Intanet FiW0LK7A\1GA - Study 0103071.dw 8 TOWN OF ORO VALLEY Exhibit A MEMORANDUM OF UNDERSTANDING C:\Dwmmts and SeWnp\wtmney\L=al Settings\TmpmwylntmetFilm?OLK7A\IGA -Study 0103071.doc EXHIBIT "B" SCOPE OF WORK CADmummts md Settings\wt=ey\l-l SeUirLgs\Tmpmarylntmet MM?OLKMIGA- StdyOI03071.cloc 10