HomeMy WebLinkAboutResolution 2021-156 Approving and Authorizing Mayor to Sign IGA Between Metropolitan Domestic Water and Town of MaranaMARANA RESOLUTION NO. 2021-156
RELATING TO UTILITIES; APPROVING AND AUTHORIZING THE MAYOR TO SIGN
THE INTERGOVERNMENTAL AGREEMENT BETWEEN THE METROPOLITAN
DOMESTIC WATER IMPROVEMENT DISTRICT THE TOWN OF MARANA AND THE
TOWN OF ORO VALLEY TO ACCOMMODATE ADDITIONAL PARTNERED WATER
FACILITY CONSTRUCTION AS PART OF THE NORTHWEST RECHARGE, RECOVERY,
AND DELIVERY SYSTEM (NWRRDS)
WHEREAS the Metropolitan Domestic Water Improvement District (Metro Water), the
Town of Marana and the Town of Oro Valley store water underground or utilize groundwater
savings facilities in the north Marana area; and
WHEREAS to utilize this water, the staffs of the three entities have developed the
Northwest Recharge, Recovery, and Delivery System (NWRRDS) to transport water from north
Marana to meet current and future water demands in the north area of the Tucson Basin; and
WHEREAS on April 18, 2017, the Marana Town Council approved Marana Resolution
No. 2017-033 authorizing the Mayor to sign the Northwest Recharge, Recovery, and Delivery
System Intergovernmental Agreement (Original IGA) among the Town, Metro Water and Oro
Valley, which sets forth the activities and responsibilities of the three entities during planning,
design, construction, operation and maintenance of the NWRRDS for a period of 50 years; and
WHEREAS the Original IGA set forth provisions for the construction of a groundwater
withdrawal wellfield, a large diameter pipeline, and a forebay reservoir; and
WHEREAS from the forebay reservoir, each entity is responsible for constructing its own
booster station and delivery system to deliver water into its respective water system; and
WHEREAS Metro Water, Oro Valley and the Town now desire to take advantage of the
economies of scale and desire and to avoid potential construction conflicts with respect to the
construction of their booster stations by constructing them under one project contractor; and
WHEREAS the Mayor and Council find that entering into a supplemental
intergovernmental agreement with Metro Water and Oro Valley for that purpose is in the best
interests of the Town and its citizens.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE
TOWN OF MARANA, ARIZONA, that the Intergovernmental Agreement Between the
Metropolitan Domestic Water Improvement District the Town of Marana and the Town of Oro
Valley to Accommodate Additional Partnered Water Facility Construction as Part of the Northwest
Recharge, Recovery, and Delivery System (NWRRDS), substantially in the same form attached to
and incorporated by this reference in this resolution as Exhibit A, is hereby approved, the Mayor
is hereby authorized and directed to sign it for and on behalf of the Town of Marana, and the
00078455.DOCX /1 11/17/20219:31 AM DU
Resolution No. 2021-156
Town's Manager and staff are hereby directed and authorized to undertake all other and further
tasks required or beneficial to carry out the terms, obligations, and objectives of the agreement.
PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF
MARANA, ARIZONA, this 7th day of December, 2021.
Mayor Ed Honea
ATTE APPROVED AS TO FORM:
Cherry aws , Town Clerk J airall, Town Attorney
00078455.DOCX /1 11/17/20219:31 AM DU
Resolution No. 2021-156
Richelle Valenzuela
From: Sheila Bowen <sbowen@metrowater.com>
Sent: Tuesday, December 14, 2021 1:43 PM
To: Richelle Valenzuela
Cc: jolsen@metrowater.com; pabraham@orovalleyaz.gov; Jing Luo; Cherry Lawson
Subject: Re: NWRRD IGA Town of Marana
I checked on the status of Metro Water's signature pages. They are with our legal counsel for signatures.
Sheila Bowen
904-0744(M)
On Tue, Dec 14, 2021 at 12:45 PM Richelle Valenzuela <rvalenzuelaga maranaaz.gov> wrote:
Good Afternoon,
I have attached for your Board's approval, the NWRRD IGA that was considered and approved along with
Resolution No. 2021- 156 by the Marana Town Council during its Regular Meeting on 12/07/2021.
Please have this item presented to your Board/Council for consideration and approval. Once approved, please
return a fully executed copy of this document to the Town Clerk's Office at 11555 W. Civic Center Drive,
Marana, AZ 85653. Also, if you would please email a copy to me at rvalenzuelagMaranaAZ.gov.
Thank you for your assistance.
Respectfully,
1
Richelle Valenzuela,
Executive Assistant
Office of Town Clerk/Technology Services
Town of Marana
11555 W. Civic Center Dr.
Marana, AZ 85653
Ph. 520.382.1961
rvalenzuela2MARANAAZ GOV
MARANA AZ
ESTAOLISHEG 1077
Richelle Valenzuela
From:
Abraham, Peter <pabraham@orovalleyaz.gov>
Sent:
Tuesday, December 14, 2021 2:20 PM
To:
Sheila Bowen; Richelle Valenzuela
Cc:
jolsen@metrowater.com; Jing Luo; Cherry Lawson
Subject:
RE: NWRRD IGA Town of Marana
Thank you.
Once signed, please send to me and we will have the agreement recorded and distributed.
Thank you.
Peter.
Sent from my Verizon, Samsung Galaxy smartphone
-------- Original message --------
From: Sheila Bowen <sbowen@metrowater.com>
Date: 12/14/21 12:43 PM (GMT -08:00)
To: Richelle Valenzuela <ralenzuela@maranaaz.gov>
Cc: jolsen@metrowater.com, "Abraham, Peter" <pabraham@orovalleyaz.gov>, Jing Luo
<jluo@maranaaz.gov>, Cherry Lawson <clawson@maranaaz.gov>
Subject: Re: NWRRD IGA Town of Marana
I checked on the status of Metro Water's signature pages. They are with our legal counsel for signatures.
Sheila Bowen
904-0744(M)
On Tue, Dec 14, 2021 at 12:45 PM Richelle Valenzuela <rvalenzuelagmaranaaz.gov> wrote:
Good Afternoon,
1
I have attached for your Board's approval, the NWRRD IGA that was considered and approved along with
Resolution No. 2021- 156 by the Marana Town Council during its Regular Meeting on 12/07/2021.
Please have this item presented to your Board/Council for consideration and approval. Once approved, please
return a fully executed copy of this document to the Town Clerk's Office at 11555 W. Civic Center Drive,
Marana, AZ 85653. Also, if you would please email a copy to me at rvalenzuelagMaranaAZ.gov.
Thank you for your assistance.
Respectfully,
Richelle Valenzuela,
Executive Assistant
Office of Town Clerk/Technology Services
Town of Marana
11555 W. Civic Center Dr.
Marana, AZ 85653
Ph. 520.382.1961
rvalenzuela@NIARANAAZ.GOV
MARANA AZ
ESTABUSHEO 1977
Richelle Valenzuela
From: Richelle Valenzuela
Sent: Tuesday, January 18, 2022 3:15 PM
To: pabraham@orovalleyaz.gov
Subject: Full Body with pages to sign: NWRRD IGA Town of Marana
Attachments: Resolution 2021-156 NWRRD IGA.pdf
Please find attached
From: Richelle Valenzuela
Sent: Tuesday, December 14, 202112:46 PM
To:'jolsen@metrowater.com' <jolsen@metrowater.com>;'sbowen@metrowater.com' <sbowen@metrowater.com>;
'pabraham@orovalleyaz.gov' <pabraham@orovalleyaz.gov>
Cc: Jing Luo <jluo@MARANAAZ.GOV>; Cherry Lawson <clawson@MARANAAZ.GOV>
Subject: NWRRD IGA Town of Marana
Good Afternoon,
I have attached for your Board's approval, the NWRRD IGA that was considered and approved along with
Resolution No. 2021- 156 by the Marana Town Council during its Regular Meeting on 12/07/2021.
Please have this item presented to your Board/Council for consideration and approval. Once approved, please
return a fully executed copy of this document to the Town Clerk's Office at 11555 W. Civic Center Drive,
Marana, AZ 85653. Also, if you would please email a copy to me at rvalenzuela@MaranaAZ.gov.
Thank you for your assistance.
Respectfully,
Richelle Valenzuela,
Executive Assistant
Office of Town Clerk/Technology Services
Town of Marana
11555 W. Civic Center Dr.
Marana, AZ 85653
Ph. 520.382.1961
rvalenzuela(a)MARANAAZ.COV
MA"NA AZ
ESTABLISHED 1977
Exhibit A
Resolution No. 2021-156
INTERGOVERNMENTAL AGREEMENT BETWEEN THE
METROPOLITAN DOMESTIC WATER IMPROVEMENT DISTRICT
THE TOWN OF MARANA AND THE TOWN OF ORO VALLEY TO
ACCOMMODATE ADDITIONAL PARTNERED WATER FACILITY
CONSTRUCTION AS PART OF THE
NORTHWEST RECHARGE, RECOVERY, AND DELIVERY SYSTEM
(NWRRDS)
This Intergovernmental Agreement (this "IGA") is entered into by and between the Metropolitan
Domestic Water Improvement District, an Arizona domestic water improvement district
("MDWID"); the Town of Marana, an Arizona municipal corporation ("Marana"); and the Town
of Oro Valley, an Arizona municipal corporation ("Oro Valley").
RECITALS
A. MDWID, Marana and Oro Valley are parties to that certain intergovernmental agreement
entitled "Northwest Recharge, Recovery, and Delivery System (NWRRDS)
Intergovernmental Agreement" made and entered into on April 19, 2017 and recorded in
the office of the Recorder of Pima County, Arizona, on April 19, 2017, at Sequence
20171090375 (the "Original IGA").
B. Each of the Parties has stored water underground or has utilized a groundwater savings
facility for later recovery and use as provided by Arizona law.
C. Each Party desires to recover the water stored underground or credited through a
groundwater savings facility and utilize that water as provided by Arizona law.
D. Each Parry desires to work together with the other Parties in good faith to recover and
deliver renewable water to foster water resource stability regionally and in each Party's
respective service area.
E. To allow for the transportation and use of the recovered water, each of the Parties is
currently participating in the design and construction of the NWRRDS Project in the
manner described in the Original IGA.
F. To allow for the transportation and use of the recovered water, each of the Parties desires
to participate in the operation and maintenance of the NWRRDS Project in the manner
described in the Original IGA.
G. Each of the Parties now desires to take advantage of the economies of scale and to avoid
potential construction conflicts by adding additional partnered water facility construction
to the NWRRDS Project, to be constructed by the Project Contractor, administered by
Oro Valley, and paid for by the Parties.
H. 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.
00076451.DOCX /1
Exhibit A
Resolution No. 2021-156
DEFINITIONS
As used in this IGA, the following terms, when capitalized, have the meanings indicated:
1. "Authorized Representative" means the individual, as set forth in Section 6.1 of the
Original IGA.
2. "Construction Work" or the "Project" means all work associated under this IGA
associated with constructing the additional partnered water facility infrastructure,
including but not limited to, all planning, permitting, construction, reconstruction,
contract preparation, purchasing, supervision, inspection, accounting and implementation,
testing and start-up for the Project as detailed in Exhibits A, B and C, of this IGA,
attached to and incorporated by this reference in this IGA, prior to the In -Service Date.
3. "Construction Costs" means the costs of performing Construction Work, as described in
Section 7 of the Original IGA.
4. "Force Majeure Event" means any event beyond the reasonable control of a Party,
including but not limited to failure of or threatened failure of facilities, flood, earthquake,
storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute,
labor or material shortage, sabotage, restraint by court order or public authority, and
action or non -action by or failure to obtain the necessary authorizations or approvals from
any governmental agency or authority not a Party to this IGA, which by exercise of due
diligence such Party could not reasonably have been expected to avoid and which by
exercise of due diligence it shall be unable to overcome.
5. "In -Service Date" has the meaning set forth in Section 1.12 of the Original IGA.
6. "Notice of Withdrawal" means the written notice that a Party is withdrawing from this
IGA.
7. "NWRRDS" or "Northwest Recharge, Recovery, and Delivery System" means the
water delivery system, which is composed of, but not limited to, a pipeline, certain land
rights, certain well sites, and the forebay site, all as described in Exhibit of the
Original IGA.
"NWRRDS Committee" means the committee established pursuant to Section 6 of the
Original IGA.
9. "NWRRDS Project" means the construction work or project described in the Original
IGA.
10. "Parties" means collectively, MDWID, Marana, and Oro Valley. Each may be referred
to as a "Party."
11. "Project Contractor" means the contractor selected to construct the Project as described
in this IGA and shown in Exhibits A, B and C.
00076451.Docx ii 2
Exhibit A
Resolution No. 2021-156
12. "Project Inspector" means the inspector employed by Oro Valley to ensure the Project
Contractor performs work in accordance with the contract documents. The Project
Inspector also includes agents hired by Oro Valley to perform construction inspection
services.
13. "Project Manager" means the manager employed by Oro Valley to manage the Project
as described in this IGA.
14. "Third Party Liability" means any liability arising from a claim brought by a third party
not a Party to this IGA in relation to the Design and Construction Work of the Project.
AGREEMENT
Now, THEREFORE, based on the foregoing recitals, which are incorporated by reference
herein, and in consideration of the matters and agreements set forth in this IGA, the Parties
hereby agree as follows:
I . Purpose. This IGA is intended as a supplement to the Original IGA, to address only
those MDWID, Marana and Oro Valley facilities constructed as part of the Project
pursuant to this IGA. Each Party shall retain ownership of its portion of the facilities that
are constructed as part of the Project under this IGA (as described in Section 2 and
Exhibits A, B and C) and shall be responsible for the operation and maintenance of its
respective facilities constructed as part of the Project under this IGA. Once complete,
infrastructure constructed under this IGA is not subject to the provisions of the Original
IGA.
2. The Project. The scope of the Project shall include the construction of the following:
2.1. MDWID Facilities: A booster station, suction piping, discharge piping,
transmission main and related work as shown in detail in Exhibit A. More
specifically the scope of the MDWID portion of the Project includes all work
shown between Sta: 50+62.91 to Sta: 18+90.00 At Sta: 18+90.00 provide a 16 -
inch MJ cap with a 3 -inch DVA. All work is shown in detail in Exhibit A.
2.2. Marana Facilities: A booster station, suction piping, discharge piping,
transmission main and related work as shown in detail in Exhibit B. More
specifically the scope of the Marana portion of the Project includes all work
shown between Sta: 50+75.53 to Sta: 219+30. At Sta: 219+30 the new pipeline
will connect to an existing pipe with a 12"x16" tapping sleeve. All work is shown
in detail in Exhibit B.
2.3. Oro Valley Facilities: A booster station, suction piping, discharge piping,
transmission main and related work as shown in detail in Exhibit C. More
specifically the scope of the Oro Valley portion of the Project includes all work
shown between Sta: 0+00 to Sta: 19+00. At Sta: 19+00 provide a 16 -inch MJ cap
with 3 -inch DVA. All work is shown in detail in Exhibit C.
3. MDWID responsibilities. MDWID shall:, in accordance with the [Fee Estimate] attached
to and hereby incorporated by this reference in this IGA as Exhibit E.
00076451.DOCX /1 3
Exhibit A
Resolution No. 2021-156
3.1. Pay for 1/3 of the cost for incorporation of the MDWID design plans into the
integrated partnered final design plans of Marana and Oro Valley under this IGA.
3.2. Pay for 1/3 of the cost to develop a combined set of specifications and bid
schedule for elements common to all Parties under this IGA.
3.3. Pay for 100% of the cost to integrate the MDWID work into the Parties'
specifications and bid schedule for those specifications and bid items unique to the
MDWID Work and not covered in the Parties' specifications and bid schedule
under this IGA.
3.4. Pay for all permitting necessary for the Project Contractor to construct the
MDWID work under this IGA within 7 business days of receipt from Oro Valley
of an itemized invoice showing the breakdown of charges for each invoice for
permitting costs associated with the MDWID Work and providing MDWID with
supporting invoices and time sheets, if applicable.
3.5. Prior to the commencement of the Construction Work, MDWID shall pay for and
provide the Project Manager with all required "PDEQ Approval to Construct"
regulatory permits associated with the MDWID related portion of the
Construction Work.
3.6. Pay for the construction of the MDWID Work performed by the Project
Contractor under this IGA within 7 business days of receipt from Oro Valley of
an itemized invoice showing the breakdown of charges for each invoice for
Construction Costs associated with the MDWID Work and providing MDWID
with copies of supporting vendor invoices and time sheets, if applicable.
3.7. Pay for the project management of the MDWID Work performed by the Project
Manager under this IGA within 7 business days of receipt from Oro Valley of an
itemized invoice and supporting documentation including timesheets for each pay
period for each invoice for project management services associated with the
MDWID Work.
3.8. Pay for the construction inspection of the MDWID Work performed by the
Project Inspector and its agents by paying within 7 business days of receipt from
Oro Valley of an itemized invoice and supporting documentation including
timesheets for each pay period for each invoice for construction inspection
services associated with the MDWID Work.
3.9 MDWID shall submit Oro Valley provided documentation to obtain PCDEQ
"Approval of Construction" certification for the MDWID portion of the Work.
4. Marana responsibilities. Marana shall:, in accordance with the [Fee Estimate] attached to and
hereby incorporated by this reference in this IGA as Exhibit E.
4.1. Pay for 1/3 of the cost for incorporation of the Marana design plans into the
integrated partnered final design plans of MDWID and Oro Valley under this
00076451.Docx /i 4
Exhibit A
Resolution No. 2021-156
IGA.
4.2. Pay for 1/3 of the cost to develop a combined set of specifications and bid
schedule for elements common to all Parties under this IGA.
4.3. Pay for 100% of the cost to integrate the Marana Work into the Parties'
specifications and bid schedule for those specifications and bid items unique to the
Marana Work and not covered in the Parties' specifications and bid schedule
under this IGA.
4.4. Pay for all permitting necessary for the Project Contractor to construct the
Marana Work under this IGA within 7 business days of receipt from Oro Valley
of an itemized invoice showing the breakdown of charges for each invoice for
permitting costs associated with the Marana Work and providing Marana with
supporting invoices and time sheets, if applicable.
4.5. Prior to the commencement of the Construction Work, Marana shall pay for and
provide the Project Manager with all required "PDEQ Approval to Construct"
regulatory permits associated with the Marana related portion of the Construction
Work.
4.6. Pay for the construction of the Marana Work performed by the Project Contractor
under this IGA within 7 business days of receipt from Oro Valley of an itemized
invoice showing the breakdown of charges for each invoice for Construction
Costs associated with the Marana Work and providing Marana with copies of
supporting vendor invoices and time sheets, if applicable.
4.7. Pay for the project management of the Marana Work performed by the Project
Manager under this IGA within 7 business days of receipt from Oro Valley of an
itemized invoice and supporting documentation including timesheets for each pay
period for each invoice for project management services associated with the
Marana Work.
4.8. Pay for the construction inspection of the Marana Work performed by the Project
Inspector and its agents by paying within 7 business days of receipt from Oro
Valley of an itemized invoice and supporting documentation including timesheets
for each pay period for each invoice for construction inspection services
associated with the Marana Work.
4.9 Marana shall submit Oro Valley provided documentation to obtain PCDEQ
"Approval of Construction" certification for the Marana portion of the Work.
5. Oro Valley responsibilities. Oro Valley shall:
5.1. Pay for 1/3 of the cost for incorporation of the Oro Valley design plans into the
integrated partnered final design plans of MDWID and Marana under this
IGA.
00076451.Docx it 5
Exhibit A
Resolution No. 2021-156
5.2. Pay for 1/3 of the cost to develop a combined set of specifications and bid
schedule for elements common to all Parties under this IGA.
5.3. Pay for 100% of the cost to integrate the Oro Valley Work into the Parties'
specifications and bid schedule for those specifications and bid items unique to the
Oro Valley Work and not covered in the Parties' specifications and bid schedule
under this IGA.
5.4. Pay for all permitting necessary for the Project Contractor to construct the
Oro Valley Work under this IGA.
5.5. Prior to the commencement of the Construction Work, Oro Valley shall pay for
all required "PDEQ Approval to Construct" regulatory permits associated with the
Oro Valley related portion of the Construction Work.
5.6. Pay for the construction of the Oro Valley Work performed by the Project
Contractor for Construction Costs associated with the Oro Valley Work.
5.6. Pay for the project management of the Oro Valley Work performed by the
Project Manager under this IGA for project management services associated with
the Oro Valley work.
5.7. Pay for the construction inspection of the Oro Valley Work performed by the
Project Inspector and its agents for construction inspection services associated
with the Oro Valley Work.
5.8. Perform the following design plan preparation, procurement, project
management and construction inspection services for the work detailed
in Exhibits A, B and C.
5.8.1. Provide design plan integration services to aggregate the Parties' design
plans, specifications and bid schedules in a single bid document suitable
for bidding.
5.8.2. Provide cost proposals to accomplish the items in Section 5.8.1 to the
NWRRDS Committee for review prior to authorization of the work.
5.8.3. Provide procurement services in accordance with applicable law. This
scope of work includes preparation of procurement language, contract
documents, advertising for competitive bidding, evaluation of bids and
award of contract for the Construction Work under this IGA.
A. Provide procurement language and contract documents to the
NWRRDS Committee for review prior to bidding.
B. Provide tabulated bid results to the NWRRDS Committee for review
prior to contract award.
00076451.DOCX /i 6
Exhibit A
Resolution No. 2021-156
5.8.4 Other matters as set forth in this IGA or as brought to the NWRRDS
Committee by Oro Valley.
5.8.5 Provide Project Manager services on behalf of the Parties to include the
following:
A. Management of the Construction Work.
B. Scheduling and preparation of review materials for NWRRDS
Committee meetings.
C. At each meeting of the NWRRDS Committee, supply the NWRRDS
Committee with information on any matters which may substantially
affect the construction of the Project.
D. Review and approve Project Contractor invoicing.
E. Prepare and distribute a monthly statement to each Party specifying
expenditures for the prior month for that Party, and the distribution
of these expenditures to each participating Party.
F. Obtain all permits, licenses, approvals, contracts and insurance as
required to perform and complete all Construction Work,
except for the permits as described in 3.5 and 4.5.
G. Follow Generally Accepted Accounting Principles (GAAP),
Governmental Accounting Standards Board (GASB), Arizona Revised
Statutes (ARS) and engineering practices.
H. Prior to construction of the Project, Oro Valley shall provide a proposed
construction budget to the other Parties. The budget shall include each
Party's estimated share of the costs. Each budget shall be submitted to
the NWRRDS Committee for review.
I. Approve change orders in accordance with this subsection.
5.8.5.I.1 All change orders shall be discussed during regularly
scheduled meetings during the construction of the Project. The
meetings shall be attended by a representative of each Party
appointed by the Authorized Representative for that Party. The
frequency of the meetings shall be determined by the
representatives of the Parties. In the event of disagreements,
the issue shall be brought before the NWRRDS Committee and
a decision shall be made by a vote of the Parties in accordance
with section 6.6 of the Original IGA.
00076451.DOCX /1 7
Exhibit A
Resolution No. 2021-156
5.8.5.I.2. Oro Valley may authorize change orders on behalf of that
Party's portion of the Project if the aggregated increased cost
of all change orders for the affected Party is less than five
percent (5%) of that Party's total project award amount. If the
aggregated change orders are greater than 5% of the affected
Party's total project award, Oro Valley shall provide notice of
the change order to the Parties and shall provide it in advance
of the meeting where the change order will be considered. Oro
Valley shall authorize such change orders if the change order is
approved by those representatives of the Parties in attendance
at the meeting where the change order is considered, provided
that a Party may provide written approval of or objection to the
change order in lieu of attending the meeting.
5.8.5.I.3. Notwithstanding subsection 5.8.5.I.2, if Oro Valley authorizes
a change order for work outside the scope of the Project's final
design plans in any dollar amount, Oro Valley shall provide
notice of the approved change order to the applicable Party(ies)
for review. The applicable Party(ies) shall have the right to
reject any change order outside of the scope of the Project's
final design plans and to refuse payment for it.
5.8.5.I.4. Notwithstanding subsection 5.8.5.I.2, if Oro Valley
determines that a change order involves a safety issue, an
emergency, or that allowing time for consideration of the
change order at a meeting would cause a significant increase in
costs associated with the change order, Oro Valley may
authorize the change order prior to the meeting and shall notify
the Parties of the change order as soon as practicable.
The Project Manager shall maintain records, documents, plans and
information directly or indirectly pertinent to the performance of the
Construction Work under this IGA in accordance with applicable
Arizona records retention schedules. The Parties shall have access to all
records for the purpose of inspection, audit and copying during normal
business hours for as long as the records are maintained.
5.8.6. Provide project inspection services on behalf of the Parties
to include the following:
A. Inspection services will be performed by the Project Inspector or its
agent.
B. Other types of inspection services will include special inspections for
geotechnical work, reinforcing steel grade and placement, certification
00076451.DOCX /1 8
Exhibit A
Resolution No. 2021-156
of concrete strength, etc. Costs for inspection services will be shared
equally between Parties.
C. It is understood that the other Parties' in-house inspection, engineering,
or project management staff or their representatives may visit the Project
site from time to time. At no time are the Parties' staff other than the
Project Inspector or Project Manager permitted to provide direction to
the Project Contractor or the Project Contractor's agents. All Project
concerns shall be brought to the attention of the Project Inspector or
Project Manager for discussion and resolution.
5.8.7. Notwithstanding anything to the contrary in this IGA, if Oro Valley
determines that any issue during the construction of the Project involves a
safety issue or an emergency, as determined by Oro Valley in its
reasonable discretion, Oro Valley may take action to address such issue.
Such action will be reported to the Authorized Representative for each
Party in a timely manner.
5.8.8. Provide Sealed As -Built files in electronic PDF form to MDWID and
Marana upon completion of the work.
5.8.9 Provide Parties with Operations and Maintenance Manuals (hard and
electronic), any spare parts as specified in the specification and field
training as specified in the contract documents.
5.8. 10 Provide Parties with copies of all reports necessary for Parties to obtain
PCDEQ "Approval of Construction" certification.
6. Commissioning of Facility.
6.1. The startup and commissioning of the Parties' facilities shall be scheduled by the
Project Manager and respective Party. The Project Manager will coordinate the
startup date and time with the Project Contractor.
7. Warranty.
7.1. The project warranty shall remain in effect until the second anniversary of final
payment to the Project Contractor. Warranty claims with respect to the Parties'
facilities constructed under this IGA shall be made in writing to the Project
Manager. A representative of the affected Party shall work closely with the
Project Manager to ensure that warranty work meets the performance standard of
the contract documents.
8. Term and Withdrawal.
8.1. This IGA shall become effective once fully executed and shall continue in effect
until the second anniversary of final payment to the Project Contractor. Oro Valley
will record the fully executed original with the office of the Pima County Recorder.
00076451.DOCX /1 9
Exhibit A
Resolution No. 2021-156
8.2. The Parties may terminate this IGA at any time by providing a Notice of
Withdrawal, as defined under Definition 6 of this IGA, to all Parties
8.3. Upon ninety (90) days' written notice, a Party may withdraw from this IGA subject
to the following.
8.3.1 Notwithstanding anything to the contrary in this IGA, (i) if a Party, at the
sole discretion of the Party, withdraws from this IGA prior to the award of
the construction contract, the Party shall be responsible for any and all
additional costs related to the revised and modified aggregation of the
design plans and specifications of the Partnered water facility construction
as described in Section 2 and Exhibits A, B and C; and (ii) if a Party
withdraws from this IGA after the award of the construction contract the
withdrawing Party shall be responsible for the completion of its respective
infrastructure construction as described in Section 2 and Exhibits A, B and
C.
Any party withdrawing from this IGA pursuant to Section 8.3 shall be
obligated to pay for its share of all costs due from such Party during the
period in which it participated in this IGA even if such costs or expenses
are allocated after the effective date of the Party's withdrawal.
8.4. Each Party's obligations shall survive the termination of this IGA.
9. Construction of this IGA.
9.1 Entire Agreement. This instrument constitutes the entire agreement
between the Parties pertaining to the subject matter of this IGA.
9.2. Exhibits. Any exhibits to this IGA are incorporated in this IGA by this reference.
9.3. Amendment. This IGA may be modified, amended, altered, or changed
only by written agreement signed by all Parties.
9.4. Construction and interpretation. All provisions of this IGA shall be
construed to be consistent with the intention of the Parties as expressed
in the Recitals section of this IGA.
9.5. 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 invalid or void provision, and to this extent the provisions
of this IGA are severable. If any provision of this IGA is declared invalid or void,
the Parties agree to meet promptly in an attempt to reach an agreement on a
substitute provision.
9.6. Conflict of interest. This IGA is subject to the provisions of A.R.S. § 38-511, which
provides for cancelation in certain instances involving conflicts of interest.
00076451.00cx ii 10
Exhibit A
Resolution No. 2021-156
10. Legal Jurisdiction. Nothing in this IGA shall be construed as either limiting or
extending the legal jurisdiction of the Parties.
11. 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. Except as expressly set forth in this IGA, 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.
12. 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 bylaw.
13. 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 IGA.
13.1. 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 IGA.
13.2. Americans with Disabilities Act. This IGA 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.
13.3. 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. § 23-1022 and the Arizona
Workers' Compensation laws. The primary employer shall be solely
liable 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) in substantially the following form:
All employees are hereby further notified that they may be required to
work under the jurisdiction or control or within the jurisdictional
boundaries of another public agency pursuant to an intergovernmental
agreement or contract, and under such circumstances they are deemed by
the laws of Arizona to be employees of both public agencies for the
purposes of workers' compensation.
14. Insurance.
14.1 Unless otherwise specified by the NWRRDS Committee pursuant to
Section 14.2, Oro Valley shall require any party performing Design and
Construction Work to procure and maintain in force during the performance of
Design and Construction Work all required Insurance as set forth in Exhibit D.
00076451 _DOCX /1 11
Exhibit A
Resolution No. 2021-156
Any required general liability policy required hereunder shall name the Parties as
additional insureds. Proof of insurance satisfactory to Oro Valley shall be
submitted to Oro Valley before any Design and Construction Work commences.
14.2 The NWRRDS Committee may, at any time, increase the policy limits
and/or determine appropriate deductibles or retentions. Action by the NWRRDS
Committee shall be by vote in accordance with Section 6.6 of the Original IGA.
In the event the NWRRDS Committee is unable to agree upon any insurance
matters, Oro Valley, pending the resolution of such disagreement, may procure or
cause to be procured, such policies of insurance as in its best judgment are
necessary and required to protect the Parties.
14.3 Oro Valley, as the lead agency with respect to this IGA, shall include each Party
as an additional insured on Oro Valley's insurance policy during the term of this
IGA.
15. Waiver. Waiver by any Party of any breach of any term, covenant, or condition of this
IGA 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 of this IGA.
16. Force Majeure. A Party shall not be considered in default under this IGA (other than
obligations of said Party to pay costs and expenses) when a failure of performance is
due to a Force Majeure Event.
17. Authorization and Approvals.
17.1. Each Party shall be responsible for obtaining, at its own expense, any
authorizations and approvals required for its participation or its performance
under this IGA, and each Party shall keep the other Parties informed of
its applications therefor and authorizations issued in connection therewith.
17.2. A Party's failure to make sufficient appropriations to contribute its share of costs
in accordance with this IGA will be treated as a Notice of Withdrawal by that
Party.
18. Liability:
18.1. Except as provided in this Section 18 and subject to any right of indemnification
provided in this Agreement, the costs of discharging all Third -Party Liability
imposed upon one or more of the Parties, for which payment is not made by
Construction Insurance, Operating Insurance, or other applicable insurance
required by this Agreement, shall be allocated among the Parties pursuant to the
allocations set forth in Exhibit B of the Original IGA.
18.2. In the event any third -party institutes an action against any Party(s) for claims
arising from the activities undertaken pursuant to this Agreement, the Parties
named in the action shall meet to determine the procurement of legal counsel and
the steps to take to defend against the action.
00076451.DOCX /1 12
Exhibit A
Resolution No. 2021-156
18.3. Any party withdrawing from this Agreement is responsible for financial impacts
and damages attributable to its own conduct and actions even after the Party
withdraws from the Agreement.
19. Governing Law; Disputes.
19.1. This IGA shall be governed by the laws of the State of Arizona.
19.2. If there is a dispute between the Parties arising under this IGA, the Parties agree
that they shall first attempt to resolve the dispute by working together in good
faith to come to a consensus. If that fails, the Parties agree that they shall take a
vote on the disputed issue through their Authorized Representatives with each
Party having one vote and the issue being decided by a majority of the votes. Any
Party that brings a lawsuit against another Party or Parties and that does not
prevail, shall pay all fees and courts costs, including attorneys' fees, incurred by
the other Party or Parties (as applicable) to this IGA in that lawsuit.
20. Actions Pending Resolution of Disputes.
20.1 Pending the resolution of a dispute pursuant to Section 19, the Project Manager
shall proceed with Construction Work in a manner consistent with this IGA and
generally accepted accounting and engineering practices, and all Parties shall
make the payments required to perform such Construction Work in accordance
with this IGA. Amounts paid by the Parties pursuant to this Section 20 during the
pendency of such dispute shall not be subject to refund except upon a final
determination that the expenditures were not made in a manner consistent with
this IGA and generally accepted accounting and engineering practices.
21. Notices.
21.1 Except as set forth in Section 21.1A, any notice, demand, or request provided for
in this IGA shall be in writing and shall be deemed properly served,
given or made if delivered in person or sent by registered or certified mail,
postage prepaid, to the persons specified below:
A. Informal communications of a routine nature involving NWRRDS Committee
matters shall be made in such manner as the NWRRDS Committee shall
arrange.
B. Any Party may, at any time, by notice to all other Parties, designate different
or additional persons or different addresses for the giving of notices hereunder.
00076451.DOCX /1 13
Exhibit A
Resolution No. 2021-156
Town of Oro Valley Water Utility:
11000 N. La Canada Dr.
Oro Valley, AZ 85737
Attn: Director of Oro Valley Water Utility
Town of Marana:
Office of the Town Clerk
11555 W. Civic Center Dr.
Marana, AZ 85653
Attn: Director of Town of Marana Water Department
Metropolitan Domestic Water Improvement District:
6265 N La Canada Drive
Tucson Arizona, 85704
Attn: General Manager
00076451.DOCX /1 14
Exhibit A
Resolution No. 2021-156
TOWN OF MARANA
Ed Honea, Mayor
Date:
ATTEST
Town Clerk
Date:
00076451.DOCX /1 15
Exhibit A
Resolution No. 2021-156
METROPOLITIAN
DOMESTIC WATER
IMPROVEMENT DISTRICT
Judy Scrivener,
Chair of the Board
Date:
ATTEST
Clerk of the Board
Date:
00076451.00cx n 16
Exhibit A
Resolution No. 2021-156
TOWN OF ORO VALLEY
Joseph Winfield, Mayor
Date:
ATTEST
Michael Standish, Town Clerk
Date:
00076451.Docxii 17
Exhibit A
Resolution No. 2021-156
INTERGOVERNMENTAL AGREEMENT DETERMINATION
The foregoing intergovernmental agreement among the METROPOLITAN DOMESTIC
WATER IMPROVEMENT DISTRICT, the TOWN OF MARANA, 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.
METROPOLITAN DOMESTIC WATER TOWN OF MARANA:
IMPROVEMENT DISTRICT:
Legal Counsel
Date:
TOWN OF ORO VALLEY:
Tobin Sidles
Oro Valley Legal Services Director
Date:
00076451.DOCx /I 18
Jane Fairall
Town Attorney
Date:
Exhibit A
Resolution No. 2021-156
Exhibit "A"
"MDWID" General Arrangement
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00076451.DOCX /1 19
Exhibit A
Resolution No. 2021-156
Exhibit "B"
"Marana" General Arrangement
... . ....... . . .. .... ----- ------
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00076451.DOCX/1 20
Exhibit A
Resolution No. 2021-156
Exhibit "C"
"Oro Valley" General Arrangement
M� ER
00076451.DOCX/1 21
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Exhibit A
Resolution No. 2021-156
Exhibit "D"
Construction Insurance Requirements
D.1. General Terms. Contractor shall not commence work under the Construction Agreement
until Contractor (i) has obtained at its expense all insurance required and (ii) has given the
Project Manager a Certificate of Liability Insurance evidencing the type, amount, coverage,
effective dates, and dates of expiration of the required policies and identifying Parties as
additional insureds, loss payees and certificate holders, as applicable. The insurance
policies shall be issued by an insurance company acceptable to the Project Manager and
lawfully authorized to do business in the State of Arizona. All insurance policies required,
other than Worker's Compensation and Employer's Liability, shall name all Parties as
additional insureds and loss payees, as applicable, on a primary, non-contributory basis,
irrespective of any such insurance that all Parties might carry on their own behalf. All
insurance policies required shall provide that the policies will not be subject to cancellation,
termination, or modification except after thirty (30) days prior written notice to the Project
Manager and shall provide for waiver of subrogation against all Parties. Such required
coverage shall remain in effect until the later of (i) final payment for the work under the
Construction Agreement or (ii) termination of the Construction Agreement.
D.2. Coveraae. The Contractor shall purchase and maintain the following coverage during the
term of the Construction Agreement:
D.2.1. Commercial General Liability for claims of damage for bodily injury, accidental
death, property damage, premises/operations (including fire, theft, vandalism,
falsework, temporary buildings and debris removal), explosion/collapse,
independent contractors, products/completed operations, contractual liability,
personal injury and advertising liability and underground special hazards (including
(i) injury to or destruction of wire, conduits, gas, water and petroleum pipes,
electric, telephone, telegraph and signal cables, sewers, drains or any apparatus in
connection therewith or any other matter, below the surface of the ground, arising
from and during the use of mechanical equipment for the purpose of excavating or
drilling or boring in streets or highways or otherwise; or injury to or destruction of
property at any time resulting therefrom and (ii) liability arising out of collapse of
or structural injury to any building, street or structure due to excavation, tunneling,
pile driving, trenching, jacking, boring or moving, shoring, underpinning, raising or
demolition of any building or structure or removal or rebuilding of any structural
support thereof), on an occurrence basis with limits of liability not less than the
following:
General Aggregate $2,000,000
Each Occurrence $1,000,000
Fire Damage (any one fire) $50,000
Medical Expenses (any one person) $5,000
00076451.DOCX /1 22
Exhibit A
Resolution No. 2021-156
D.2.1.1. Automobile Liability for any Auto, Combined Single Limit (per occurrence)
with $2,000,000 limits.
D.2.1.2. Worker's Compensation and Employer's Liability at the current Arizona
statutory minimums.
D.2.1.3. Excess or Umbrella Liability Insurance. In the event Contractor does not have
coverage with the above minimum limits, Contractor may obtain such
coverage through an Excess or Umbrella Liability Policy.
Consultant Insurance Requirements
D.3. General Terms. Consultant shall not commence work under this Agreement until
Consultant (i) has obtained at its expense all insurance required under this Section and has
given the Project Manager a Certificate of Liability Insurance (ACCORD form or
equivalent approved by the Project Manager) evidencing the type, amount, coverage,
effective dates, and dates of expiration of the required policies and identifying Parties as
additional insureds. The insurance policies shall be issued by a Standard & Poor's secure
rated insurance company reasonably acceptable to the Project Manager and lawfully
authorized to do business in the State of Arizona. All insurance policies required under this
Section, other than Worker's Compensation and Employer's Liability and Professional
Liability, shall name the Parties as additional insureds on a primary, non-contributory basis,
irrespective of any such insurance that the Parties might carry on their own behalf.
Consultant shall provide a copy of the actual additional insured coverage policy
endorsement to the Project Manager. The Parties shall be named as certificate holders on
Consultant's Professional Liability insurance policy. All insurance required under this
Section shall provide that the policies will not be subject to cancellation, termination, or
modification except after thirty (30) days prior written notice to the Project Manager and
shall provide for waiver of subrogation against the Parties. All such insurance required
under this Section shall remain in effect until the later of (i) final payment for the work
under this Agreement or (ii) termination of this Agreement; provided, however, Consultant
shall maintain its Professional Liability policy or obtain "tail coverage" that is specific this
project only for a period of Five (5) years commencing from such later date.
DA. Coverage. Consultant shall purchase and maintain the following coverage during the term
of the Agreement:
D.4.1. Commercial General Liability for claims of damage for bodily injury, accidental death,
property damage, premises/operations, independent contractors, products/completed
operations, contractual liability, personal injury and advertising liability written on an
occurrence basis with limits of liability not less than the following:
General Aggregate $2,000,000
Each Occurrence $1,000,000
Fire Damage (any one fire) $ 50,000
0007645 t.Docx /1 23
Exhibit A
Resolution No. 2021-156
Medical Expense (any one person) $ 5,000
D.4.2 Automobile Liability for Any Auto, Combined Single Limit (per occurrence) with
$2,000,000 limits;
D.4.3 Worker's Compensation and Employer's Liability at the current Arizona statutory
minimums; and
D.4.4 Professional Liability at $2,000,000 per claim.
D.4.5 In the event Consultant does not have coverage with above minimum limits, Consultant
may obtain such coverage through an Excess or Umbrella Liability policy.
00076451.DOCX /1 24
Exhibit A
Resolution No. 2021-156
Exhibit "E"
"Fee Estimate"
1S -Month Construction Period Project Management & Construction Inspection Cost Estimate
Description
Annual
Rate
($)
Annual Rate
Adjustment
Factor
Time
Commitment
Factor
Construction
Period
(Years)
TotAL
($j
Project Manager
$ 90,000.00
1.3
0.50
1.25
$ 73,125.00
Construction Inspector
$ 70,000.00
1.3
0.75
1.25
$ 85,312.50
IS -Month Project Manager & Construction Inspector Subtotal
$ iS8,437.50
Description
Annual
Fee
$
Annual Fee
Adjustment
Factor
Time
Commitment
Factor
Construction
Period
(Years)
TotAL
($
General liability Insurance
S 80,222.00
0.049
0.625
1.25
$ 3,071.00
Office Lease
5 60,168.00
0.049
0.625
1.25
S 2,303.31
Office 5u plies
$ 13,700.00
0.049
0.625
1.25
$ 524.45
Natural as & Electrici
$ 6,512.00
0.049
0.625
1.25
$ 249.29
Telephone
S 4,770.00
0.049
0.625
1.25
S 182,60
Data Connectivity
$ 14,000.00
0.049
0.625
1.25
$ 535.94
Internet access
$ 3,600.00
0.049
0.625
1.25
$ 137.81
Shared Software
$ 63,990.00
0.049
0.625
1.25
$ 2,449.62
Computerardware
5 14,625.00
0.049
0.625
1.25
$ 559.86
$ 33,000.00
0.049
0.625
1.25
$ 1,263.28
Vehiclentenance
S 36,688.00
0.049
0.625
1.25
$ 1,404.46
l & oil
$ 68,790.00
0.049
0.625
1.25
S 2,633.37
up ort Le al, Finance, HR, IT, Procurement
$649,200.00
0.049
0.625
1.25
$ 24,852.19
ministrative Fee Subtotal
S 40,167.18
3
Description
1S -Month
Projected
Cost
(S)
Adjustment
Factor for
1 Each Partner
15 -Month
Projected
Cost/Partner
($)
Is- Month !EoJWManagement Cost
$198,604.68
0.33
S 65,539.54
1 - Annual Rate Adjustment Factor: Factor applied to Annual Rate to cover employee benefits
2- Tarte Commitment Factor- factor applied to (Annual Rate x Annual Rate Adjustment Factor) as an estimate to the actual time spent on protect.
3 - Construction Period +s est+mated at 15 -months.
4 . Annual Fee Adjustment Factor Factor applied to Annual Fee to cover 2 staff working on the project divided by 41 total staff
5- Time Commitment Factor Average Time Commitment for 2 staff working on the project
00076451.DOCX /1 25
Ad
MARANA AZ
OFFICE OF THE
TOWN CLERK
January 20, 2022
Greetings,
RE: Resolution No. 2021-156: Approving the Intergovernmental Agreement between the
Metropolitan Domestic Water Improvement District, the Town Of Marana, And the
Town of Oro Valley to Accommodate Additional Partnered Water Facility Construction
as part of the Northwest Recharge, Recovery, and Delivery System (NWRRDS)
Enclosed for your Board consideration is the approved Resolution No. 2021-156 and
Intergovernmental Agreement that the Marana Town Council considered and approved
during its Regular Meeting on December 7, 2021.
Please place this item on your future Board Meeting agenda for its consideration. Upon
approval by your Board, please return a fully executed copy the agreement to my attention
at the below address.
Cherry L. Lawson, Town Clerk
Town of Marana
11555 W. Civic Center Drive
Marana, AZ 85653
Thank you kindly.
Sincerely,
Richelle Valenzuela, Executive Assistant
Enclosures
The NRRDS IGA and a copy of the approving Resolution No. 2021-156
TOWN OF MARANA / 11555 WEST CIVIC CENTER DRIVE/ MARANA, ARIZONA 85653 / (520) 382-1999 /FAX: (520) 382-1998 / MaranaAZ.gov
i
11111111111111111111111111111111111101,111111111111111111111111 IN
SEQUENCE: 20220400618
No. Pages: 30
2/9/2022 2:50 PMo
g9I20Np
GABRIELLA CAZARES-KELLY, RECORDER
Recorded By: MM(e-recording)
RESOLUTION NO. (R)21-50
A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF
ORO VALLEY, ARIZONA, AUTHORIZING AND APPROVING AN
INTERGOVERNMENTAL AGREEMENT BETWEEN THE
METROPOLITAN DOMESTIC WATER IMPROVEMENT DISTRICT,
THE TOWN OF MARANA AND THE TOWN OF ORO VALLEY
RELATING TO THE PARTNERSHIP TO ACCOMMODATE
ADDITIONAL PARTNERED WATER FACILITY CONSTRUCTION AS
PART OF THE NORTHWEST RECHARGE, RECOVERY AND
DELIVERY SYSTEM
WHEREAS, pursuant to ARS § 11-952, the Town of Oro Valley is authorized to enter
Intergovernmental Agreements for joint and cooperative action with other public agencies; and
WHEREAS, pursuant to ARS § 9-511, et seq., the Town has the requisite statutory authority to
acquire, own and maintain a water utility for the benefit of the landowners within and without the
Town's corporate boundaries; and
WHEREAS, The Town of Oro Valley Water Utility desires to recover the Central Arizona Project
(CAP) water stored underground at the Lower Santa Cruz Replenishment Project, Avra Valley
Recharge Project and BKW Farms Groundwater Savings Facility, and to deliver the recovered
water to the Northwest Recharge, Recovery and Delivery System (NWRRDS), and then transport
the water from the NWRRDS to the Oro Valley Water Service Area; and
WHEREAS, it is in the best interest of the Town to enter into the proposed Intergovernme nta 1
Agreement with The Metropolitan Domestic Water Improvement District and The Town of
Marana to set forth the terms and conditions of the agreement.
NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town of Oro
Valley, Arizona, that:
SECTION 1. The Intergovernmental Agreement attached hereto as Exhibit "A"
and incorporated herein by this reference, between the Town of Oro Valley and The
Metropolitan Domestic Water Improvement District and The Town of Marana
regarding the delivery of the Town's CAP Water is hereby authorized and
approved.
SECTION 2. The Mayor, the Water Utility Director and other administrative
officials are hereby authorized to take such steps as necessary to execute and
implement the terms of the agreement.
SECTION 3. The Town Manager, Town Clerk, Town Legal Services Director, or
their duly authorized officers and agents are hereby authorized and directed to take
all steps necessary to carry out the purposes and intent of this resolution.
SECTION 4. All Oro Valley resolutions or motions and parts of resolutions or
motions of the Council in conflict with the provision of this Resolution are hereby
repealed.
SECTION 5. If any section, subsection, sentence, clause, phrase or portion of this
Resolution or the Agreement, attached hereto as Exhibit "A", is for any reason held
to be invalid or unconstitutional by the decision of any court of competent
jurisdiction, such decision shall not affect the validity of the remaining portions
thereof.
PASSED AND ADOPTED by the Mayor and Town Council of the Town of Oro Valley, Arizona
this 3rd day of November, 2021.
ATTES—SGNED by Mike Standish
on 2021=11-04 17:23:54 GMT
Mike Standish, Town Clerk
TOWN OF ORO VALLEY
E -SIGNED by Joseph Winfield
on2021-11-04 17:01:39 GMT
Joseph C. Winfield, Mayor
APPR@N`MR f@itidles
on 2021=11-04 17:03:37 GMT
Tobin Sidles, Legal Services Director
Date: Date:
EXHIBIT "A"
INTERGOVERNMENTAL AGREEMENT BETWEEN THE
METROPOLITAN DOMESTIC WATER IMPROVEMENT DISTRICT
THE TOWN OF MARANA AND THE TOWN OF ORO VALLEY TO
ACCOMMODATE ADDITIONAL PARTNERED WATER FACILITY
CONSTRUCTION AS PART OF THE
NORTHWEST RECHARGE, RECOVERY, AND DELIVERY SYSTEM
(NWRRDS)
This Intergovernmental Agreement (this "IGA') is entered into by and between the Metropolitan
Domestic Water Improvement District, an Arizona domestic water improvement district
("MDWID'); the Town ofMarana, an Arizona municipal corporation ("Marana'); and the Town
of Oro Valley, an Arizona municipal corporation ("Oro Valley").
RECITALS
A. MDWID, Marana and Oro Valley are parties to that certain intergovernmental agreement
entitled "Northwest Recharge, Recovery, and Delivery System (NWRRDS)
Intergovernmental Agreement" made and entered into on April 19, 2017 and recorded in
the office of the Recorder of Puna County, Arizona, on April 19, 2017, at Sequence
20171090375 (the "Original IGA').
B. Each of the Parties has stored water underground or has utilized a groundwater savings
facility for later recovery and use as provided by Arizona law.
C. Each Party desires to recover the water stored underground or credited through a
groundwater savings facility and utilize that water as provided by Arizona law.
D. Each Party desires to work together with the other Parties in good faith to recover and
deliver renewable water to foster water resource stability regionally and in each Party's
respective service area.
E. To allow for the transportation and use of the recovered water, each of the Parties is
currently participating in the design and construction of the NWRRDS Project in the
manner described in the Original IGA.
F. To allow for the transportation and use of the recovered water, each of the Parties desires
to participate in the operation and maintenance of the NWRRDS Project in the manner
described in the Original IGA.
G. Each of the Parties now desires to take advantage of the economies of scale and to avoid
potential construction conflicts by adding additional partnered water facility construction
to the NWRRDS Project, to be constructed by the Project Contractor, administered by
Oro Valley, and paid for by the Parties.
H. 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.
00076451.DOCX /1
DEFINITIONS
As used in this IGA, the following terms, when capitalized, have the meanings indicated:
1. "Authorized Representative" means the individual, as set forth in Section 6.1 of the
Original IGA.
2. "Construction Work" or the "Project" means all work associated under this IGA
associated with constructing the additional partnered water facility infrastructure,
including but not limited to, all planning, permitting, construction, reconstruction,
contract preparation, purchasing, supervision, inspection, accounting and implementation,
testing and start-up for the Project as detailed in Exhibits A, B and C, of this IGA,
attached to and incorporated by this reference in this IGA, prior to the In -Service Date.
3. "Construction Costs" means the costs of performing Construction Work, as described in
Section 7 of the Original IGA.
4. "Force Majeure Event" means any event beyond the reasonable control of a Party,
including but not limited to failure of or threatened failure of facilities, flood, earthquake,
storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute,
labor or material shortage, sabotage, restraint by court order or public authority, and
action or non -action by or failure to obtain the necessary authorizations or approvals from
any governmental agency or authority not a Party to this IGA, which by exercise of due
diligence such Party could not reasonably have been expected to avoid and which by
exercise of due diligence it shall be unable to overcome.
5. "In -Service Date" has the meaning set forth in Section 1.12 of the Original IGA.
6. "Notice of Withdrawal" means the written notice that a Party is withdrawing from this
IGA.
7. "NWRRDS" or "Northwest Recharge, Recovery, and Delivery System" means the
water delivery system, which is composed o� but not limited to, a pipeline, certain land
rights, certain well sites, and the forebay site, all as described in Exhibit A of the
Original IGA.
8. "NWRRDS Committee" means the committee established pursuant to Section 6 of the
Original IGA.
9. "NWRRDS Project" means the construction work or project described in the Original
IGA.
10. "Parties" means collectively, MDWID, Marana, and Oro Valley. Each may be referred
to as a "Party."
11. "Project Contractor" means the contractor selected to construct the Project as described
in this IGA and shown in Exhibits A, B and C.
00076451.DOCX /1 2
12. "Project Inspector" means the inspector employed by Oro Valley to ensure the Project
Contractor performs work in accordance with the contract documents. The Project
Inspector also includes agents hired by Oro Valley to perform construction inspection
services.
13. "Project Manager" means the manager employed by Oro Valley to manage the Project
as described in this IGA.
14. "Third Party Liability" means any liability arising from a claim brought by a third parry
not a Parry to this IGA in relation to the Design and Construction Work of the Project.
AGREEMENT
Now, THEREFORE, based on the foregoing recitals, which are incorporated by reference
herein, and in consideration of the matters and agreements set forth in this IGA, the Parties
hereby agree as follows:
Purpose. This IGA is intended as a supplement to the Original IGA, to address only
those MDWID, Marana and Oro Valley facilities constructed as part of the Project
pursuant to this IGA. Each Party shall retain ownership of its portion of the facilities that
are constructed as part of the Project under this IGA (as described in Section 2 and
Exhibits A, B and C) and shall be responsible for the operation and maintenance of its
respective facilities constructed as part of the Project under this IGA. Once complete,
infrastructure constructed under this IGA is not subject to the provisions of the Original
IGA.
2. The Project. The scope of the Project shall include the construction of the following:
2.1. MDWID Facilities: A booster station, suction piping, discharge piping,
transmission main and related work as shown in detail in ExhibitA. More
specifically the scope of the MDWID portion of the Project includes all work
shown between Sta: 50+62.91 to Sta: 18+90.00 At Sta: 18+90.00 provide a 16 -
inch MJ cap with a 3 -inch DVA. All work is shown in detail in Exhibit A.
2.2. Marana Facilities: A booster station, suction piping, discharge piping,
transmission main and related work as shown in detail in Exhibit B. More
specifically the scope of the Marana portion of the Project includes all work
shown between Sta: 50+75.53 to Sta: 219+30. At Sta: 219+30 the new pipeline
will connect to an existing pipe with a 12x16" tapping sleeve. All work is shown
in detail in Exhibit B.
2.3. Oro Valley Facilities: A booster station, suction piping, discharge piping,
transmission main and related work as shown in detail in Exhibit C. More
specifically the scope of the Oro Valley portion of the Project includes all work
shown between Sta: 0+00 to Sta: 19+00. At Sta: 19+00 provide a 16 -inch MJ cap
with 3 -inch DVA. All work is shown in detail in Exhibit C.
MDWID responsibilities. MDWID shall:, in accordance with the [Fee Estimate] attached
to and hereby incorporated by this reference in this IGA as Exhibit E.
00076451.DOCX /1 3
3.1. Pay for 1/3 of the cost for incorporation of the MDWID design plans into the
integrated partnered final design plans of Marana and Oro Valley under this IGA.
3.2. Pay for 1/3 of the cost to develop a combined set of specifications and bid
schedule for elements common to all Parties under this IGA.
3.3. Pay for 100% of the cost to integrate the MDWID work into the Parties'
specifications and bid schedule for those specifications and bid items unique to the
MDWID Work and not covered in the Parties' specifications and bid schedule
under this IGA.
3.4. Pay for all permitting necessary for the Project Contractor to construct the
MDWID work under this IGA within 7 business days of receipt from Oro Valley
of an itemized invoice showing the breakdown of charges for each invoice for
permitting costs associated with the MDWID Work and providing MDWID with
supporting invoices and time sheets, if applicable.
3.5. Prior to the commencement of the Construction Work, MDWID shall pay for and
provide the Project Manager with all required "PDEQ Approval to Construct"
regulatory permits associated with the MDWID related portion of the
Construction Work.
3.6. Pay for the construction of the MDWID Work performed by the Project
Contractor under this IGA within 7 business days of receipt from Oro Valley of
an itemized invoice showing the breakdown of charges for each invoice for
Construction Costs associated with the MDWID Work and providing MDWID
with copies of supporting vendor invoices and time sheets, if applicable.
3.7. Pay for the project management of the MDWID Work performed by the Project
Manager under this IGA within 7 business days of receipt from Oro Valley of an
itemized invoice and supporting documentation including timesheets for each pay
period for each invoice for project management services associated with the
MDWID Work.
3.8. Pay for the construction inspection of the MDWID Work performed by the
Project Inspector and its agents by paying within 7 business days of receipt from
Oro Valley of an itemized invoice and supporting documentation including
timesheets for each pay period for each invoice for construction inspection
services associated with the MDWID Work.
3.9 MDWID shall submit Oro Valley provided documentation to obtain PCDEQ
"Approval of Construction" certification for the MDWID portion of the Work.
4. Marana responsibilities. Marana shall:-, in accordance with the [Fee Estimate] attached to and
hereby incorporated by this reference in this IGA as Exhibit E.
4.1. Pay for 1/3 of the cost for incorporation of the Marana design plans into the
integrated partnered final design plans of MDWID and Oro Valley under this
00076451.DOCX/1 4
IGA.
4.2. Pay for 1/3 of the cost to develop a combined set of specifications and bid
schedule for elements common to all Parties under this IGA.
4.3. Pay for 100% of the cost to integrate the Marana Work into the Parties'
specifications and bid schedule for those specifications and bid items unique to the
Marana Work and not covered in the Parties' specifications and bid schedule
under this IGA.
4.4. Pay for all permitting necessary for the Project Contractor to construct the
Marana Work under this IGA within 7 business days of receipt from Oro Valley
of an itemized invoice showing the breakdown of charges for each invoice for
permitting costs associated with the Marana Work and providing Marana with
supporting invoices and time sheets, if applicable.
4.5. Prior to the commencement of the Construction Work, Marana shall pay for and
provide the Project Manager with all required "PDEQ Approval to Construct"
regulatory permits associated with the Marana related portion of the Construction
Work.
4.6. Pay for the construction of the Marana Work performed by the Project Contractor
under this IGA within 7 business days of receipt from Oro Valley of an itemized
invoice showing the breakdown of charges for each invoice for Construction
Costs associated with the Marana Work and providing Marana with copies of
supporting vendor invoices and time sheets, if applicable.
4.7. Pay for the project management of the Marana Work performed by the Project
Manager under this IGA within 7 business days of receipt from Oro Valley of an
itemized invoice and supporting documentation including timesheets for each pay
period for each invoice for project management services associated with the
Marana Work.
4.8. Pay for the construction inspection of the Marana Work performed by the Project
Inspector and its agents by paying within 7 business days of receipt from Oro
Valley of an itemized invoice and supporting documentation including timesheets
for each pay period for each invoice for construction inspection services
associated with the Marana Work.
4.9 Marana shall submit Oro Valley provided documentation to obtain PCDEQ
"Approval of Construction" certification for the Marana portion of the Work.
5. Oro Valley responsibilities. Oro Valley shall:
5.1. Pay for 1/3 of the cost for incorporation of the Oro Valley design plans into the
integrated partnered final design plans of MDWID and Marana under this
IGA.
00076451.DOCX /1 5
5.2. Pay for 1/3 of the cost to develop a combined set of specifications and bid
schedule for elements common to all Parties under this IGA.
5.3. Pay for 100% of the cost to integrate the Oro Valley Work into the Parties'
specifications and bid schedule for those specifications and bid items unique to the
Oro Valley Work and not covered in the Parties' specifications and bid schedule
under this IGA.
5.4. Pay for all permitting necessary for the Project Contractor to construct the
Oro Valley Work under this IGA.
5.5. Prior to the commencement of the Construction Work, Oro Valley shall pay for
all required "PDEQ Approval to Construct" regulatory permits associated with the
Oro Valley related portion of the Construction Work.
5.6. Pay for the construction of the Oro Valley Work performed by the Project
Contractor for Construction Costs associated with the Oro Valley Work.
5.6. Pay for the project management of the Oro Valley Work performed by the
Project Manager under this IGA for project management services associated with
the Oro Valley work.
5.7. Pay for the construction inspection of the Oro Valley Work performed by the
Project Inspector and its agents for construction inspection services associated
with the Oro Valley Work.
5.8. Perform the following design plan preparation, procurement, project
management and construction inspection services for the work detailed
in ExhihitsA, B and C.
5.8.1. Provide design plan integration services to aggregate the Parties' design
plans, specifications and bid schedules in a single bid document suitable
for bidding.
5.8.2. Provide cost proposals to accomplish the items in Section 5.8.1 to the
NWRRDS Committee for review prior to authorization of the work.
5.8.3. Provide procurement services in accordance with applicable law. This
scope of work includes preparation of procurement language, contract
documents, advertising for competitive bidding, evaluation of bids and
award of contract for the Construction Work under this IGA.
A. Provide procurement language and contract documents to the
NWRRDS Committee for review prior to bidding.
B. Provide tabulated bid results to the NWRRDS Conn rittee for review
prior to contract award.
00076451.DOCX /1 6
5.8.4 Other matters as set forth in this IGA or as brought to the NWRRDS
Committee by Oro Valley.
5.8.5 Provide Project Manager services on behalf of the Parties to include the
following:
A. Management of the Construction Work.
B. Scheduling and preparation of review materials for NWRRDS
Committee meetings.
C. At each meeting of the NWRRDS Committee, supply the NWRRDS
Committee with information on any matters which may substantially
affect the construction of the Project.
D. Review and approve Project Contractor invoicing.
E. Prepare and distribute a monthly statement to each Party specifying
expenditures for the prior month for that Party, and the distribution
of these expenditures to each participating Party.
F. Obtain all permits, licenses, approvals, contracts and insurance as
required to perform and complete all Construction Work,
except for the permits as described in 3.5 and 4.5.
G. Follow Generally Accepted Accounting Principles (GAAP),
Governmental Accounting Standards Board (GASB), Arizona Revised
Statutes (ARS) and engineering practices.
H. Prior to construction of the Project, Oro Valley shall provide a proposed
construction budget to the other Parties. The budget shall include each
Party's estimated share of the costs. Each budget shall be submitted to
the NWRRDS Committee for review.
I. Approve change orders in accordance with this subsection.
5.8.5.I.1 All change orders shall be discussed during regularly
scheduled meetings during the construction of the Project. The
meetings shall be attended by a representative of each Party
appointed by the Authorized Representative for that Party. The
frequency of the meetings shall be determined by the
representatives of the Parties. In the event of disagreements,
the issue shall be brought before the NWRRDS Committee and
a decision shall be made by a vote of the Parties in accordance
with section 6.6 of the Original IGA.
00076451.DOCX /1 7
5.8.5.I.2. Oro Valley may authorize change orders on behalf of that
Party's portion of the Project if the aggregated increased cost
of all change orders for the affected Party is less than five
percent (5%) of that Party's total project award amount. If the
aggregated change orders are greater than 5% of the affected
Party's total project award, Oro Valley shall provide notice of
the change order to the Parties and shall provide it in advance
of the meeting where the change order will be considered. Oro
Valley shall authorize such change orders if the change order is
approved by those representatives of the Parties in attendance
at the meeting where the change order is considered, provided
that a Party may provide written approval of or objection to the
change order in lieu of attending the meeting.
5.8.5.I.3. Notwithstanding subsection 5.8.5.I.2, if Oro Valley authorizes
a change order for work outside the scope of the Project's final
design plans in any dollar amount, Oro Valley shall provide
notice of the approved change order to the applicable Party(ies)
for review. The applicable Party(ies) shall have the right to
reject any change order outside of the scope of the Project's
final design plans and to refuse payment for it.
5.8.5.I.4. Notwithstanding subsection 5.8.5.I.2, if Oro Valley
determines that a change order involves a safety issue, an
emergency, or that allowing time for consideration of the
change order at a meeting would cause a significant increase in
costs associated with the change order, Oro Valley may
authorize the change order prior to the meeting and shall notify
the Parties of the change order as soon as practicable.
J. The Project Manager shall maintain records, documents, plans and
information directly or indirectly pertinent to the performance of the
Construction Work under this IGA in accordance with applicable
Arizona records retention schedules. The Parties shall have access to all
records for the purpose of inspection, audit and copying during normal
business hours for as long as the records are maintained.
5.8.6. Provide project inspection services on behalf of the Parties
to include the following:
A. Inspection services will be performed by the Project Inspector or its
agent.
B. Other types of inspection services will include special inspections for
geotechnical work, reinforcing steel grade and placement, certification
00076451.DOCX /1 8
of concrete strength, etc. Costs for inspection services will be shared
equally between Parties.
C. It is understood that the other Parties' in-house inspection, engineering,
or project management staff or their representatives may visit the Project
site from time to time. At no time are the Parties' staff other than the
Project Inspector or Project Manager permitted to provide direction to
the Project Contractor or the Project Contractor's agents. All Project
concerns shall be brought to the attention of the Project Inspector or
Project Manager for discussion and resolution.
5.8.7. Notwithstanding anything to the contrary in this IGA, if Oro Valley
determines that any issue during the construction of the Project involves a
safety issue or an emergency, as determined by Oro Valley in its
reasonable discretion, Oro Valley may take action to address such issue.
Such action will be reported to the Authorized Representative for each
Party in a timely manner.
5.8.8. Provide Sealed As -Built files in electronic PDF form to MDWID and
Marana upon completion of the work.
5.8.9 Provide Parties with Operations and Maintenance Manuals (hard and
electronic), any spare parts as specified in the specification and field
training as specified in the contract documents.
5.8. 10 Provide Parties with copies of all reports necessary for Parties to obtain
PCDEQ "Approval of Construction" certification.
6. Commissioning of Facility.
6.1. The startup and commissioning of the Parties' facilities shall be scheduled by the
Project Manager and respective Party. The Project Manager will coordinate the
startup date and time with the Project Contractor.
7. Warranty.
7.1. The project warranty shall remain in effect until the second anniversary of final
payment to the Project Contractor. Warranty claims with respect to the Parties'
facilities constructed under this IGA shall be made in writing to the Project
Manager. A representative of the affected Party shall work closely with the
Project Manager to ensure that warranty work meets the performance standard of
the contract documents.
8. Term and Withdrawal.
8.1. This IGA shall become effective once fully executed and shall continue in effect
until the second anniversary of final payment to the Project Contractor. Oro Valley
will record the fully executed original with the office of the Pima County Recorder.
00076451.DOCX /1 9
8.2. The Parties may terminate this IGA at any time by providing a Notice of
Withdrawal, as defined under Definition 6 of this IGA, to all Parties
8.3. Upon ninety (90) days' written notice, a Party may withdraw from this IGA subject
to the following.
8.3.1 Notwithstanding anything to the contrary in this IGA, (i) if a Party, at the
sole discretion of the Party, withdraws from this IGA prior to the award of
the construction contract, the Party shall be responsible for any and all
additional costs related to the revised and modified aggregation of the
design plans and specifications of the Partnered water facility construction
as described in Section 2 and Exhibits A, B and C; and (ii) if a Party
withdraws from this IGA after the award of the construction contract the
withdrawing Party shall be responsible for the completion of its respective
infrastructure construction as described in Section 2 and Exhibits A, B and
C.
Any party withdrawing from this IGA pursuant to Section 8.3 shall be
obligated to pay for its share of all costs due from such Party during the
period in which it participated in this IGA even if such costs or expenses
are allocated after the effective date of the Party's withdrawal.
8.4. Each Party's obligations shall survive the termination of this IGA.
9. Construction of this IGA.
9.1 Entire Agreement. This instrument constitutes the entire agreement
between the Parties pertaining to the subject matter of this IGA.
9.2. Exhibits. Any exhibits to this IGA are incorporated in this IGA by this reference.
9.3. Amendment. This IGA may be modified, amended, altered, or changed
only by written agreement signed by all Parties.
9.4. Construction and interpretation. All provisions of this IGA shall be
construed to be consistent with the intention of the Parties as expressed
in the Recitals section of this IGA.
9.5. 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 invalid or void provision, and to this extent the provisions
of this IGA are severable. If any provision of this IGA is declared invalid or void,
the Parties agree to meet promptly in an attempt to reach an agreement on a
substitute provision.
9.6. Conflict of interest. This IGA is subject to the provisions of A.R.S. § 38-511, which
provides for cancelation in certain instances involving conflicts of interest.
00076451.DOCX /I 10
10. Legal Jurisdiction. Nothing in this IGA shall be construed as either limiting or
extending the legal jurisdiction of the Parties.
11. 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. Except as expressly set forth in this IGA, no Party
shall be liable for any debts, accounts, obligations, or other liabilities whatsoever of
another Party, including (without limitation) another Parry's obligation to withhold
Social Security and income taxes for itself or any of its employees.
12. 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.
13. 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 IGA.
13.1. 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 IGA.
13.2. Americans with Disabilities Act. This IGA 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.
13.3. 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. § 23-1022 and the Arizona
Workers' Compensation laws. The primary employer shall be solely
liable for any workers' compensation benefits, which may accrue. Each
Parry shall post a notice pursuant to the provisions of A.R.S.
§ 23-1022(E) in substantially the following form:
All employees are hereby further notified that they may be required to
work under the jurisdiction or control or within the jurisdictional
boundaries of another public agency pursuant to an intergovernmental
agreement or contract, and under such circumstances they are deemed by
the laws of Arizona to be employees of both public agencies for the
purposes ofworkers'compensation.
14. Insurance.
14.1 Unless otherwise specified by the NWRRDS Committee pursuant to
Section 14.2, Oro Valley shall require any party performing Design and
Construction Work to procure and maintain in force during the performance of
Design and Construction Work all required Insurance as set forth in Exhibit D.
00076451.DOCX /1 11
Any required general liability policy required hereunder shall name the Parties as
additional insureds. Proof of insurance satisfactory to Oro Valley shall be
submitted to Oro Valley before any Design and Construction Work commences.
14.2 The NWRRDS Committee may, at any time, increase the policy limits
and/or determine appropriate deductibles or retentions. Action by the NWRRDS
Committee shall be by vote in accordance with Section 6.6 of the Original IGA.
In the event the NWRRDS Committee is unable to agree upon any insurance
matters, Oro Valley, pending the resolution of such disagreement, may procure or
cause to be procured, such policies of insurance as in its best judgment are
necessary and required to protect the Parties.
14.3 Oro Valley, as the lead agency with respect to this IGA, shall include each Party
as an additional insured on Oro Valley's insurance policy during the term of this
IGA.
15. Waiver. Waiver by any Party of any breach of any term, covenant, or condition of this
IGA 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 of this IGA.
16. Force Majeure. A Party shall not be considered in default under this IGA (other than
obligations of said Party to pay costs and expenses) when a failure of performance is
due to a Force Majeure Event.
17. Authorization and Approvals.
17.1. Each Party shall be responsible for obtaining, at its own expense, any
authorizations and approvals required for its participation or its performance
under this IGA, and each Party shall keep the other Parties informed of
its applications therefor and authorizations issued in connection therewith.
17.2. A Party's failure to make sufficient appropriations to contribute its share of costs
in accordance with this IGA will be treated as a Notice of Withdrawal by that
Party.
18. Liability:
18.1. Except as provided in this Section 18 and subject to any right of indemnification
provided in this Agreement, the costs of discharging all Third -Party Liability
imposed upon one or more of the Parties, for which payment is not made by
Construction Insurance, Operating Insurance, or other applicable insurance
required by this Agreement, shall be allocated among the Parties pursuant to the
allocations set forth in Exhibit B of the Original IGA.
18.2. In the event any third -party institutes an action against any Party(s) for claims
arising from the activities undertaken pursuant to this Agreement, the Parties
named in the action shall meet to determine the procurement of legal counsel and
the steps to take to defend against the action.
00076451.DOCX /1 12
18.3. Any party withdrawing from this Agreement is responsible for financial impacts
and damages attributable to its own conduct and actions even after the Parry
withdraws from the Agreement.
19. Governing Law, Disputes.
19.1. This IGA shall be governed by the laws of the State of Arizona.
19.2. If there is a dispute between the Parties arising under this IGA, the Parties agree
that they shall first attempt to resolve the dispute by working together in good
faith to come to a consensus. If that fails, the Parties agree that they shall take a
vote on the disputed issue through their Authorized Representatives with each
Party having one vote and the issue being decided by a majority of the votes. Any
Party that brings a lawsuit against another Party or Parties and that does not
prevail, shall pay all fees and courts costs, including attorneys' fees, incurred by
the other Party or Parties (as applicable) to this IGA in that lawsuit.
20. Actions Pending Resolution of Disputes.
20.1 Pending the resolution of a dispute pursuant to Section 19, the Project Manager
shall proceed with Construction Work in a manner consistent with this IGA and
generally accepted accounting and engineering practices, and all Parties shall
make the payments required to perform such Construction Work in accordance
with this IGA. Amounts paid by the Parties pursuant to this Section 20 during the
pendency of such dispute shall not be subject to refund except upon a final
determination that the expenditures were not made in a manner consistent with
this IGA and generally accepted accounting and engineering practices.
21. Notices.
21.1 Except as set forth in Section 21.1A, any notice, demand, or request provided for
in this IGA shall be in writing and shall be deemed properly served,
given or made if delivered in person or sent by registered or certified mail,
postage prepaid, to the persons specified below:
A. Informal communications of a routine nature involving NWRRDS Committee
matters shall be made in such manner as the NWRRDS Committee shall
arrange.
B. Any Party may, at any time, by notice to all other Parties, designate different
or additional persons or different addresses for the giving of notices hereunder.
00076451.DOCX /1 13
Town of Oro Valley Water Utility:
11000 N. La Canada Dr.
Oro Valley, AZ 85737
Attn: Director of Oro Valley Water Utility
Town of Marana:
Office of the Town Clerk
11555 W. Civic Center Dr.
Marana, AZ 85653
Attn: Director of Town of Marana Water Department
Metropolitan Domestic Water Improvement District:
6265 N La Canada Drive
Tucson Arizona, 85704
Attn: General Manager
00076451.DOCX/1 14
TOWN OF MARA
Ed Honea, 7ayDate:
ATTEST
CSU �--,-~--
Town CI rk
Date%
Date: i°/ 0 8/ 2 O 21
Date: It / 0 8 / 20 21
00076451.1>OCX /1 16
TOWN OF ORO VALLEY
&S,IGNED by Joseph Winfield
on, 2021-11-04 17:01:44 GMT
Joseph Winfield, Mayor
Date:
ATTEST
E -SIGNED by Mike Standish
on 2021=11-04 17:24:14 GMT
Michael Standish, Town Clerk
Date:
00076451.DOCX /I 17
INTERGOVERNMENTAL AGREEMENT DETERMINATION
The foregoing intergovernmental agreement among the METROPOLITAN DOMESTIC
WATER IMPROVEMENT DISTRICT, the TOWN OF MARANA, 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.
METROPOLITAN DOMESTIC WATER
IMPROVEMENT DISTRICT:
Legal Counsel
Date:
TOWN OF ORO VALLEY:
Tobin Sidles
Oro Valley Legal Services Director
Date:
TOWN OF MARANA:
Jane`�irall
,.-oA6 Attorney
Date:
INTERGOVERNMENTAL AGREEMENT (DETERMINATION
The foregoing intergovernmental agreement among the N4FTROPOLIT'AN DompsTtr.
WATER IMPROVEMENT DISTRICT, the TOWN OF MAItANA, 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 grantcd under the laws of the State of
Arizona to the Party to this intergovernmental agreement represented by the undersigned.
METROPOLITAN DOMESTIC WATER
IMPROVEMENT DISTRICT:
Legal Counsel
Date: 11 / O z / 20 21
TOWN OF ORO VALLEY:
Tobin Sidles
Oro Valley Legal Services Director
Date:
0007(451.UOCx n 18
TOWN OF MARANA:
Jane Fairall
Town Attonicy
Date:
INTERGOVERNMENTAL AGREEMENT DETERMINATION
The foregoing intergovernmental agreement among the METROPOLITAN DOMESTIC
WATER IMPROVEMENT DISTRICT, the TOWN OF MARANA, 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.
METROPOLITAN DOMESTIC WATER TOWN OFMARANA:
IMPROVEMENT DISTRICT:
Legal Counsel
Date:
TOWN OF ORO VALLEY:
E -SIGNED by Tobin Sidles
on 2021-11-04 17:03:46 GMT
Tobin Sidles
Oro Valley Legal Services Director
Date:
00076451.DOCX /1 18
Jane Fairall
Town Attorney
Date:
Exhibit "A"
"MDWID" General Arrangement
WATER
MiERWELM
METROPOLITAN DOMESTIC
WATER IMPROVEMENT DISTRICT
6265 NORTH U CANADA DRIVE
1UC50N, ARIZONA 65704
(520) 575-8100
00076451.DOCX /1 19
s
m
s
p�
f
METRO WATER
INDEPENDENT
BOOSTER
STATION &
TRANSMISSION
MAIN TO
TWIN
PEAKS
GENERAL ARRANGEMENT
Exhibit "B"
"Marana" General Arrangement
00076451.DOCX /1 20
Exhibit "C"
"Oro Valley" General Arrangement
® � I -n
00076451.DOCX/1 21
N"A"YeDIST 4110161s,�.Ilp 1
STA 710,V
609 SUR -/c CON -,ROI iAYOUT
NOT C -q
Exhibit "D"
Construction Insurance Requirements
D.1. General Terms. Contractor shall not commence work under the Construction Agreement
until Contractor (i) has obtained at its expense all insurance required and (ii) has given the
Project Manager a Certificate of Liability Insurance evidencing the type, amount, coverage,
effective dates, and dates of expiration of the required policies and identifying Parties as
additional insureds, loss payees and certificate holders, as applicable. The insurance
policies shall be issued by an insurance company acceptable to the Project Manager and
lawfully authorized to do business in the State of Arizona. All insurance policies required,
other than Worker's Compensation and Employer's Liability, shall name all Parties as
additional insureds and loss payees, as applicable, on a primary, non-contributory basis,
irrespective of any such insurance that all Parties might carry on their own behalf. All
insurance policies required shall provide that the policies will not be subject to cancellation,
termination, or modification except after thirty (30) days prior written notice to the Project
Manager and shall provide for waiver of subrogation against all Parties. Such required
coverage shall remain in effect until the later of (i) final payment for the work under the
Construction Agreement or (ii) termination of the Construction Agreement.
D.2. Coverage. The Contractor shall purchase and maintain the following coverage during the
term of the Construction Agreement:
D.2.1. Commercial General Liability for claims of damage for bodily injury, accidental
death, property damage, premises/operations (including fire, theft, vandalism,
falsework, temporary buildings and debris removal), explosion/collapse,
independent contractors, products/completed operations, contractual liability,
personal injury and advertising liability and underground special hazards (including
(i) injury to or destruction of wire, conduits, gas, water and petroleum pipes,
electric, telephone, telegraph and signal cables, sewers, drains or any apparatus in
connection therewith or any other matter, below the surface of the ground, arising
from and during the use of mechanical equipment for the purpose of excavating or
drilling or boring in streets or highways or otherwise; or injury to or destruction of
property at any time resulting therefrom and (ii) liability arising out of collapse of
or structural injury to any building, street or structure due to excavation, tunneling,
pile driving, trenching, jacking, boring or moving, shoring, underpinning, raising or
demolition of any building or structure or removal or rebuilding of any structural
support thereof), on an occurrence basis with li nits of liability not less than the
following:
General Aggregate $2,000,000
Each Occurrence $1,000,000
Fire Damage (any one fire) $50,000
Medical Expenses (any one person) $5,000
00076451.DOCX /1 22
D.2.1.1. Automobile Liability for any Auto, Combined Single Limit (per occurrence)
with $2,000,000 limits.
D.2.1.2. Worker's Compensation and Employer's Liability at the current Arizona
statutory minimums.
D.2.1.3. Excess or Umbrella Liability Insurance. In the event Contractor does not have
coverage with the above minimum limits, Contractor may obtain such
coverage through an Excess or Umbrella Liability Policy.
Consultant Insurance Requirements
D.3. General Terms. Consultant shall not commence work under this Agreement until
Consultant (i) has obtained at its expense all insurance required under this Section and has
given the Project Manager a Certificate of Liability Insurance (ACCORD form or
equivalent approved by the Project Manager) evidencing the type, amount, coverage,
effective dates, and dates of expiration of the required policies and identifying Parties as
additional insureds. The insurance policies shall be issued by a Standard & Poor's secure
rated insurance company reasonably acceptable to the Project Manager and lawfully
authorized to do business in the State of Arizona. All insurance policies required under this
Section, other than Worker's Compensation and Employer's Liability and Professional
Liability, shall name the Parties as additional insureds on a primary, non-contributory basis,
irrespective of any such insurance that the Parties might carry on their own behalf.
Consultant shall provide a copy of the actual additional insured coverage policy
endorsement to the Project Manager. The Parties shall be named as certificate holders on
Consultant's Professional Liability insurance policy. All insurance required under this
Section shall provide that the policies will not be subject to cancellation, termination, or
modification except after thirty (30) days prior written notice to the Project Manager and
shall provide for waiver of subrogation against the Parties. All such insurance required
under this Section shall remain in effect until the later of (i) final payment for the work
under this Agreement or (ii) termination of this Agreement; provided, however, Consultant
shall maintain its Professional Liability policy or obtain "tail coverage" that is specific this
project only for a period of Five (5) years commencing from such later date.
D.4. Coverage. Consultant shall purchase and maintain the following coverage during the term
of the Agreement:
DA. 1. Commercial General Liability for claims of damage for bodily injury, accidental death,
property damage, premises/operations, independent contractors, products/completed
operations, contractual liability, personal injury and advertising liability written on an
occurrence basis with limits of liability not less than the following:
General Aggregate $2,000,000
Each Occurrence $1,000,000
Fire Damage (any one fire) $ 50,000
00076451.DOCX /1 23
Medical Expense (any one person) $ 5,000
D.4.2 Automobile Liability for Any Auto, Combined Single Limit (per occurrence) with
$2,000,000 limits;
D.4.3 Worker's Compensation and Employer's Liability at the current Arizona statutory
minimums; and
D.4.4 Professional Liability at $2,000,000 per claim.
D.4.5 In the event Consultant does not have coverage with above minimum limits, Consultant
may obtain such coverage through an Excess or Umbrella Liability policy.
00076451.DOCX/1 24
Exhibit "E"
"Fee Estimate"
15 -Month Construction Period Project Management & Construction Inspection Cost Estimate
Description
Annual
Rate
($)
Annual Rate
Adjustment
Factor
Time
Commitment
Factor
Construction
Period
(Years)
TotAL
($)
Project Manager
$ 90,000.00
1.3
0.50
1.25
$ 73,125.00
Construction Inspector
$ 70,000.00
1.3
0.75
1.25
$ 85,312.50
1S -Month Project Manager & Construction Inspector Subtotal
$158,437.50
Description
Annual
Fee
$
Annual Fee
Adjustment
Factor
Time
Commitment
Factor
Construction
Period
Years
TotAL
$
General liability Insurance
$ 80,222.00
0.049
0.625
1.25
$ 3,071.00
Office Lease
$ 60,168.00
0.049
0.625
1.25
$ 2,303.31
Office Supplies
$ 13,700.00
0.049
0.625
1.25
$ 524.45
Natural gas & Electricity
6,512.00
0.049
0.625
1.25
$ 249.29
Telephone
$ 4,770.00
0.049
0.625
1.25
$ 182.60
Data Connectivity
$ 14,000.00
0.049
0.625
1.25
$ 535.94
Internet access
$ 3,600.00
0.049
0.625
1.25
$ 137.81
Shared Software
$ 63,990.00
0.049
0.625
1.25
$ 2,449.62
Computer Hardware
$ 14,625.00
0.049
0.625
1.25
$ 559.86
Cell Phone
$ 33,000.00
0.049
0.625
1.25
$ 1,263.28
Vehicle Maintenance
$ 36,688.00
0.049
0.625
1.25
$ 1,404.46
Vehicle Fuel & Oil
$ 68,790.00
0.049
0.625
1.25
$ 2,633.37
Personnel Support (Legal, Finance, HR, IT, Procurement
$649,200.00
0.049
0.625
1.25
$ 24,852.19
15 -Month Administrative Fee Subtotal
$ 40,167.18
Description
15 -Month
Projected
Cost
($)
Adjustment
Factor for
Each Partner,
15 -Month
Projected
Cost/Partner
($)
15 -Month Project Management Cost
$198,604.68
0.33
$ 65,539.54
1- Annual Rate Adjustment Factor: Factor applied to Annual Rate to cover employee benefits.
2- Time Commitment Factor: Factor applied to (Annual Rate x Annual Rate Adjustment Factor) as an estimate to the actual time spent on project.
3 - Construction Period is estimated at 15 -months.
4 - Annual Fee Adjustment Factor: Factor applied to Annual Fee to cover 2 staff working on the project divided by 41 total staff.
5- Time Commitment Factor: Average Time Commitment for 2 staff working on the project.
00076451.DOCX /1 25