HomeMy WebLinkAboutResolution 2022-074 Approving and Authorizing the Mayor to Sign a Public Improvement Participation Agreement with Mandarina South, LLC MARANA RESOLUTION NO. 2022-074
RELATING TO PUBLIC WORKS; APPROVING AND AUTHORIZING THE MAYOR
TO SIGN A PUBLIC IMPROVEMENT PARTICIPATION AGREEMENT WITH
MANDARINA SOUTH, LLC FOR THE CONSTRUCTION OF MANDARINA
DRAINAGE UPSIZING IMPROVEMENTS AS PART OF THE TANGERINE ROAD
WIDENING PROJECT
WHEREAS the Town has entered into a design contract with Psomas, Inc. for the
design of the Tangerine Road widening project between Interstate 10 and Dove Mountain
Boulevard/Twin Peaks Road, Town of Marana Project No. ST098 (the "Road Project");
and
WHEREAS Mandarina South, LLC ("Mandarina") owns approximately 49 acres
of land located northeast of the Interstate 10 and Tangerine Road traffic interchange
bearing Pima County Assessor's Parcel numbers 218-49-003C, 218-49-003D, 218-49-003E,
218-49-004A, 218-49-004B, 218-49-007E, and 218-49-007F (the "Subject Property"); and
WHEREAS Mandarina soon plans to construct drainage channels on and around
the Subject Property, and to accommodate Mandarina's drainage needs, Mandarina
needs Marana's Road Project to include a wider drainage channel along Tangerine Road
and two upsized concrete box culverts (the "Mandarina Drainage Upsizing"); and
WHEREAS Town staff has negotiated an agreement with Mandarina to assure
payment of all costs associated with the construction of the Mandarina Drainage
Upsizing as part of the Road Project; and
WHEREAS the Mayor and Council of the Town of Marana feel it is in the best
interests of the citizens of Marana to enter into the public improvement participation
agreement for the construction of the Mandarina Drainage Upsizing as part of the Road
Project.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF
THE TOWN OF MARANA, that the public improvement participation agreement with
Mandarina South, LLC for the construction of the Mandarina Drainage Upsizing as part
of the Road Project, in substantially the form attached to and incorporated by this
reference in this resolution as Exhibit A,is hereby approved,and the Mayor is authorized
to sign it for and on behalf of the Town of Marana.
00082078.DOCX/1
Resolution No.2022-074 - 1 -
IT IS FURTHER RESOLVED that the Town Manager and staff are hereby directed
and authorized to undertake all other and further tasks required or beneficial to carry out
the terms, obligations, conditions and objectives of the agreement.
PASSED AND ADOPTED by the Mayor and Council of the Town of Marana,
Arizona, this 12th day of July, 2022.
vi
Mayor Ed Honea
ATTE,T: APPROVED AS TO FORM:
411
.'
Cherry L. Lai o , Town Clerk Jane " rall, Town Attorney
frasza
MARANA AZ
ESTABLISHED 1977
00082078.DOCX/1
Resolution No.2022-074 - 2-
Exhibit A to Marana Resolution No. 2022-074
PUBLIC IMPROVEMENT PARTICIPATION AGREEMENT
TOWN OF MARANA,ARIZONA
This Public Improvement Participation Agreement (this "Agreement") is made and
entered into by and between MANDARINA SOUTH, LLC ("Mandarina"), an Arizona limited
liability company, and the TOWN OF MARANA ("Marana"), an Arizona municipal corporation.
Mandarina and Marana are sometimes collectively referred to in this Agreement as the"Parties,"
either of which is sometimes referred to as a"Party."
RECITALS
A. Marana has entered into a design contract with PSOMAS,INC. ("Psomas") for the design
of the Tangerine Road widening project between Interstate 10 and Dove Mountain
Boulevard/Twin Peaks Road,Town of Marana Project No.ST098(the"Road Project").
B. Mandarina owns approximately 49 acres of land located northeast of the Interstate 10 and
Tangerine Road traffic interchange bearing Pima County Assessor's Parcel numbers 218-49-003C,
218-49-003D,218-49-003E,218-49-004A,218-49-004B,218-49-007E,and 218-49-007F and referred to
in this Agreement as the"Subject Property."
C. Mandarina soon plans to construct drainage channels on and around the Subject
Property, and to accommodate Mandarina's drainage needs, Mandarina needs Marana's Road
Project to include a wider drainage channel along Tangerine Road and two upsized concrete box
culverts(the"Mandarina Drainage Upsizing").
D. Design of the Road Project is currently underway. The Town anticipates procuring a
construction manager at risk("CMAR")to construct the Road Project at the appropriate time.
E.The Parties believe that the most economical and least disruptive way to accomplish the
prompt construction of the Mandarina Drainage Upsizing is for the Parties to arrange to have its
design done by Psomas in connection with the design of the Road Project, and its construction to
be completed with construction of the Road Project by Marana's CMAR.
F. Psomas has provided the Parties with a proposed price of$23,350.00 for the design of the
Mandarina Drainage Upsizing.Additionally,Psomas has provided the Parties with an estimate for
construction of the Mandarina Drainage Upsizing of approximately$73,120.00. A true and correct
copy of Psomas'proposal/estimate is attached to and incorporated in this Agreement as Exhibit A.
G.The purpose of this Agreement is to facilitate Marana's design and construction of the
Mandarina Drainage Upsizing as part of the Road Project with design and construction funding
provided by Mandarina.
AGREEMENT
Now, THEREFORE, based on the foregoing recitals, which are incorporated here as the
intention of the Parties in entering into this Agreement,the Parties agree as follows:
00081920.DOCX/1 6/20/2022
MANDARINA/MARANA TANGERINE ROAD PIPA
-1-
Exhibit A to Marana Resolution No. 2022-074
1. Depiction of the Mandarina Drainage Upsizing. The Mandarina Drainage Upsizing
depiction attached as Exhibit B shows the nature and extent of the work to be done by the CMAR
pursuant to this Agreement, which Marana and Psomas shall incorporate into the Road Project
design.
2. Grant of right of entry and temporary construction easement.Mandarina hereby grants
Marana,Psomas and Marana's CMAR a right of entry and temporary construction easement over
the Subject Property, to accommodate construction of those portions of the Mandarina Drainage
Upsizing located on the Subject Property.
3. Mandarina's obligation to pay design and construction costs for the Mandarina
Drainage Upsizing. Mandarina shall pay all design and construction costs associated with the
construction of the Mandarina Drainage Upsizing. Marana and Psomas agree that the design costs
for the design of the Mandarina Drainage Upsizing are anticipated to be$23,350.00,as itemized and
attached to this Agreement as Exhibit A. Marana and Psomas agree that the construction costs for
the construction and installation of the Mandarina Drainage Upsizing are anticipated to be
$73,120.00,as itemized and attached to this Agreement as Exhibit A.Marana and Psomas anticipate
that the construction and installation of the Mandarina Drainage Upsizing will be substantially
completed by the date the Road Project is completed.
4. Cash deposits to secure Mandarina's obligations under this Agreement. Mandarina's
obligations under this Agreement, including without limitation Mandarina's obligations under
paragraph 3 above, shall be secured by two cash deposits to Marana. The first cash deposit in the
amount of$23,350.00, referred to in this Agreement as "Mandarina's Design Cash Deposit" shall
be due and payable to Marana within 7 days of the Effective Date of this Agreement. The second
cash deposit in the amount of $73,120.00, referred to in this Agreement as "Mandarina's
Construction Cash Deposit" shall be due and payable to Marana within 7 days after Mandarina's
receipt of written notice from Marana that it has approved a Guaranteed Maximum Price (GMP)
for roadway construction costs from the CMAR. Collectively, Mandarina's Design Cash Deposit
and Mandarina's Construction Cash Deposit are referred to in this Agreement as "Mandarina's
Cash Deposit."
5. Reconciliation and final payment.No later than 30 days after substantial completion of
the Mandarina Drainage Upsizing, Marana shall provide to Mandarina an itemized statement of
Marana's Mandarina Drainage Upsizing construction costs and a check or invoice representing the
difference between Marana's Mandarina Drainage Upsizing construction costs and Mandarina's
Cash Deposit.If Mandarina's Cash Deposit was insufficient to cover Mandarina's obligations under
this Agreement, Mandarina shall pay Marana the balance of the Mandarina Drainage Upsizing
construction costs as set forth in the invoice within 30 days after the itemized statement and invoice
are provided to Mandarina. Any amounts unpaid after 30 days shall accrue simple interest at the
rate of 10% per year until paid in full.
6. Recording.This Agreement shall not be recorded.
7. Notices. All notices shall be in writing and shall be sufficiently given and served upon
the other Party by electronic mail, receipt of which has been acknowledged by the other Party, or
by hand delivery,first class mail,registered or certified,return receipt requested,postage prepaid,
or by reputable overnight courier service and addressed as follows:
00081920.DOCX/1 6/20/2022
MANDARINA/MARANA TANGERINE ROAD PIPA
-2-
Exhibit A to Marana Resolution No. 2022-074
Mandarina: MANDARINA SOUTH,LLC
Attn:
[Insert address]
Marana: TOWN OF MARANA
c/o Marana Legal Department
11555 West Civic Center Drive
Marana,AZ 85653
8. Governing law.This Agreement shall be governed by and interpreted in accordance with
the laws of the State of Arizona, and any lawsuit to enforce any provision of this Agreement or to
obtain any remedy with respect to this Agreement shall be brought in the Pima County Superior
Court, and for this purpose the Parties expressly and irrevocably consent to the jurisdiction of the
Pima County Superior Court.
9. Court costs and reasonable attorneys'fees to prevailing Party in dispute.If a Party fails
to perform any of its obligations under this Agreement, or if a dispute arises concerning the
meaning or interpretation of any provision of this Agreement,the prevailing Party shall be entitled
to its reasonable attorneys' fees and costs determined pursuant to A.R.S. §12-341.01.
10. Exhibits. Any exhibit attached to this Agreement shall be deemed to have been
incorporated in this Agreement by reference with the same force and effect as if fully set forth in
the body of this Agreement.
11. Cancellation for conflicts.This Agreement is subject to A.R.S. §38-511,which provides
for cancellation of contracts in certain instances involving conflicts of interest.
12. Counterparts. This Agreement may be executed in any number of counterparts. Each
counterpart shall be deemed an original,but all counterparts shall constitute but one agreement.
13. Effective Date of Agreement. The date of this Agreement (the "Effective Date") shall
for all purposes be the date of the Mayor's signature on this Agreement.
00081920.DOCX/1 6/20/2022
MANDARINA/MARANA TANGERINE ROAD PIPA
-3-
Exhibit A to Marana Resolution No. 2022-074
Mandarina: Marana:
MANDARINA SOUTH,LLC, an Arizona TOWN OF MARANA,an Arizona municipal
limited liability company corporation
By: KDL INVESTMENTS,LLC, an Arizona
limited liability company,its sole
Member By:
Ed Honea,Mayor
By: Date:
Karl N.Huish,Manager
ATTEST:
Date:
Cherry L. Lawson,Town Clerk
APPROVED AS TO FORM:
Jane Fairall,Town Attorney
STATE OF ARIZONA )
) ss.
County of )
The foregoing instrument was acknowledged before me this day of ,
2022,by Karl N.Huish,Manager of KDL INVESTMENTS,LLC,an Arizona limited liability
company,sole Member of MANDARINA SOUTH,LLC,an Arizona limited liability company,on
behalf of MANDARINA SOUTH,LLC.
(Seal)
Notary Public
00081920.DOCX/1 6/20/2022
MANDARINA/MARANA TANGERINE ROAD PIPA
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