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HomeMy WebLinkAboutResolution 2019-072 Agreement to Contribute Funds Between Marana and Centeral Arizona Water Conservation District for Improvements to Centeral Arizona Project MARANA RESOLUTION NO. 2019-072 RELATING TO PARKS AND RECREATION; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT TO CONTRIBUTE FUNDS BETWEEN THE TOWN OF MARANA AND THE CENTRAL ARIZONA WATER CONSERVATION DISTRICT (CAWCD) FOR IMPROVEMENTS TO THE CENTRAL ARIZONA PROJECT (CAP) ACCESS ROAD TO SERVE THE CAP TRAILHEAD AND TRAIL WITHIN THE TOWN OF MARANA WHEREAS the Town of Marana and Pima County entered into an intergovernmental agreement to facilitate the planning, design and development of the Central Arizona Project (CAP) trailhead and trail within the Town; and WHEREAS access to the CAP trailhead will be provided by an existing CAP access road which requires improvements to accommodate increased traffic and public safety issues; and WHEREAS the Central Arizona Water Conservation District (CAWCD), a multi-county water conservation district organized for the purposes, among others, of contracting with the United States for the delivery of Central Arizona Project ("CAP") water, repayment of CAP costs and operation and maintenance of the CAP aqueduct, recognizes that the improvements to the CAP access road are of benefit to both the Town and CAWCD; and WHEREAS CAWCD is willing to contribute funds to the construction of improvements to the CAP access road; and WHEREAS the Mayor and Council of the Town of Marana find that this resolution is in the best interests of the Town of Marana and its citizens. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, that the agreement to contribute funds between the Town of Marana and the Central Arizona Water Conservation District, 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. 00064412.DOCX/1 Marana Resolution No.2019-072 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 agreement. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 6th day of August, 2019. Mayor Ed Honea ATTEST APPROVVX AS TO FORM: * 71-1" Cherry L. L. son, Town Clerk Frank Ca si , Town orney CJ MARANA AZ ESTABLISHED 1977 00064412.DOCX/1 Marana Resolution No.2019-072 EXHIBIT A AGREEMENT TO CONTRIBUTE FUNDS This Agreement is made and entered into by and between the Town of Marana, an Arizona municipal corporation, hereinafter called the "TOWN," and the Central Arizona Water Conservation District, a multi-county water conservation district and political subdivision of the state of Arizona organized pursuant to A.R.S. §48-3701 et seq. for the purposes, among others, of contracting with the United States for the delivery of Central Arizona Project ("CAP") water, repayment of CAP costs and operation and maintenance of the CAP aqueduct, hereinafter called "CAWCD." Each referred individually as the"Party"and collectively as the"Parties." RECITALS WHEREAS, the TOWN entered into an intergovernmental agreement with Pima County to develop a trailhead approximately one-half mile north of the Tangerine Road/Interstate 10 interchange, east of the location where the CAP canal enters the siphon and goes underground, with public access to the trailhead site provided by an existing CAP access road from Tangerine Road. WHEREAS, public use of the CAP access road requires improvements to the access road including, but not limited to, realignment, grading, fill, and surfacing to accommodate increased traffic and public safety issues related to use of the trailhead ("the Project"). WHEREAS, the TOWN intends to enter into a job order contract with Kapp-Con, Incorporated ("CONTRACTOR")to perform the work on the CAP access road and trailhead parking area. WHEREAS, CAWCD provided plans that meet CAWCD requirements and standards dated March 2019, to the TOWN for the improvements of the CAP access road to be used by the CONTRACTOR. WHEREAS, CAWCD recognizes that the improved CAP access road provides a benefit to both Parties and CAWCD is willing to contribute funding toward the costs of the Project. AGREEMENT NOW, THEREFORE, based on the mutual promises and commitments set forth herein and for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties mutually agree as follows: 1. TERM. This Agreement shall be effective as of the signature date of the last Party to sign this Agreement (the "Effective Date"), and will terminate on the date that the Project is completed, or on the date that the TOWN returns all unspent funds contributed by CAWCD as described in Section 2 below,whichever date is later. 2, CONSIDERATION. CAWCD agrees to contribute a maximum amount of$34,000 to the TOWN within 30 days of the Effective Date of this Agreement and upon the receipt of an invoice for the same amount. The TOWN agrees not to expend these funds for any purpose other than to the CONTRACTOR to perform the services necessary to complete the Project. If the TOWN does not expend all of CAWCD's contribution, any unspent funds will be refunded to CAWCD within 30 days of a request by CAWCD. 00064402,DOC/2Page 1 of 5 3. INSPECTION &AUDIT. a. Books and Records. Each Party agrees to keep and maintain under generally accepted accounting principles full, true and complete records, agreements, books, and documents as are necessary to fully disclose to the State or United States Government, or their authorized representatives, upon audits or reviews, sufficient information to determine compliance with all state and federal regulations and statutes. CAWCD's contribution will be attributed in the TOWN's financial accounting system to ensure that the funds are sequestered for the designated purpose. b. Inspection & Audit. Each Party agrees that the relevant books, records (written, elec- tronic, computer related or otherwise), including but not limited to relevant accounting procedures and practices of the Party, financial statements and supporting documentation, and documentation related to the work product shall be subject, at any reasonable time, to inspection, examination, review, audit, and copying at any office or location where such records may be found. c. Period of Retention. All books, records, reports, and statements relevant to this Agreement must be retained a minimum six years. The retention period runs from the date of termination of this Agreement. Retention time shall be extended when an audit is scheduled or in progress for a period reasonably necessary to complete an audit and/or to complete any administrative and judicial litigation which may ensue. 4. INDEPENDENT PUBLIC AGENCIES. The Parties are associated with each other only for the purposes and to the extent set forth in this Agreement, and in respect to performance of services pursuant to this Agreement, each Party is and shall be a public agency separate and distinct from the other Party and, subject only to the terms of this Agreement, shall have the sole right to supervise, manage, operate, control, and direct performance of the details incident to its duties under this Agreement. Nothing contained in this Agreement shall be deemed or construed to create a partnership or joint venture, to create relationships of an employer-employee or principal-agent, or to otherwise create any liability for one agency whatsoever with respect to the indebtedness, liabilities, and obligations of the other agency or any other Party. 5. SEVERABILITY. Any provisions or portions of this Agreement prohibited as unlawful or unenforceable under any application of law of any jurisdiction shall as to such jurisdiction be ineffective without affecting other provisions of this Agreement. If the provisions of such applicable law may be waived, they are hereby waived to the end that this Agreement may be deemed to be a valid and binding Agreement enforceable in accordance with its terms. 6. MODIFICATION OF AGREEMENT. This Agreement may not be changed or modified except by written instrument signed by both Parties or their designees. 7. NO THIRD PARTY RIGHTS. This Agreement is not intended by the Parties to create any right in or benefit to Parties other than the TOWN and CAWCD. This Agreement does not create any third party beneficiary rights or causes of action. 00064402.DOC&Page 2 of 5 8. WAIVER. The failure of either Party to enforce at any time, or for any period of time, the provisions hereof shall not be construed as a waiver of such provisions or of the rights of such Party to enforce each and every such provision. 9. CAPTIONS. The captions contained in this Agreement are for reference only and in no way to be construed as part of this Agreement. 10. COUNTERPARTS. This Agreement may be signed in any number of counterparts and by the different Parties on separate counterparts, each of which, when signed, shall be deemed an original, and all counterparts together shall constitute one and the same instrument. 11. INTEGRATION. This Agreement contains the entire understanding between the Parties relating to the transactions contemplated by this Agreement, notwithstanding any previous negotiations or agreements, oral or written, between the Parties with respect to all or any part of the subject matter hereof. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, regarding the subject matter of this Agreement are merged in this Agreement and shall be of no further force or effect. 12. NOTICES. Any and all notices, demands or requests required or appropriate under this Agreement (including invoices) shall be given in writing and signed by a person with authorization to bind the CAWCD or the TOWN, either by personal delivery, via a scanned document sent via email, or by registered or certified mail,return receipt requested, addressed to the following addresses: To CAWCD: Central Arizona Water Conservation District P.O. Box 43020 Phoenix, AZ 85080-3020 Attention: Tom Fitzgerald tfitzgerald@cap-az.cotn To TOWN: Town of Marana 11555 West Civic Center Drive Marana, AZ 85653 Attention: Kurt Schmidt kschmidt crMARANAAZ.GOV When notice is given by mail, it shall be deemed served three (3) business days following deposit, postage prepaid in the United States mail. When notice is given by email transmission, it shall be deemed served upon receipt of confirmation of transmission if transmitted during normal business hours or, if not transmitted during normal business hours, on the next business day following the facsimile or email transmission. The Parties may designate a new contact person under this provision for notices or invoices or change the address, email address or fax number identified above by notifying the other Party in writing. [SIGNATURE PAGE FOLLOWS] 00064402.DOC/2Pago 3 of 5 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed and intend to be legally bound thereby. CAWCD: TOWN: CENTRAL ARIZONA WATER TOWN OF MARANA, ARIZONA CONSERVATION DISTRICT Darrin Francom, Director, Operations & Ed Honea, Mayor Engineering Date Date ATTEST: Town Clerk APPROVED AS TO FORM: Town Attorney 00084402.DOC/2Page 5 of 5