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HomeMy WebLinkAboutResolution 2004-071 IGA with northwest fire relating to opticom traffic signal preemptor devicesMARANA RESOLUTION NO. 2004-71 RELATING TO TRAFFIC; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT WITH NORTHWEST FIRE DISTRICT FOR RE- IMBURSEMENT OF EXPENSES RELATING TO OPTICOM TRAFFIC SIGNAL PREEMPTOR DEVICES. WHEREAS, the Town of Marana and Northwest Fire District desire to extend the expiration date of the intergovernmental agreement previously entered into June 23, 1998, relating to Opticom Traffic Signal Preemptor Devices to June 30, 2004; and WHEREAS, Northwest Fire District presently owes the Town of Marana approximately $20,000 for services rendered; and WHEREAS, the Mayor and Council of the Town of Marana feel it is in the best interests of the public to extend the expiration date of the intergovernmental agreement. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, that the intergovernmental between the Town of Marana and Northwest Fire District, attached to and incorporated by this reference in this resolution as Exhibit A is hereby an- thorized and approved. The Mayor is hereby authorized to execute said Exhibit A and the Town Clerk is hereby authorized to attest thereto for and on behalf of the Town of Marana. PASSED, ADOPTED, and APPROVED by the Mayor and Council of the Town of Marana, Arizona, this 1st day of June, 2004. ~ ATTEST: APPR~ AS TO FORM: FJC:cd~ F. ANN RODRIGUEZ,, RECORDER RECORDED BY: TI DEPUTY RECORDER 8047 PE2 W NORTHWEST FIRE DISTRICT 5225 W MASSINGALE RD TUCSON AZ 85743 DOCKET: 12321 P14 P1 171 n "A'x co A o ??, ?4 1 2 NO. OF PAGES: 4 SEQUENCE 2004113006 i t 1 LM : 0 ; 00 06/11/2004 RESCOR 09:24 MAIL AMOUNT PAID $ 10.00 RESOLUTION NO. 2004-024 A RESOLUTION OF THE BOARD OF THE NORTHWEST FIRE DISTRICT APPROVING AND AUTHORIZING THE EXECUTION OF AN INTERGOVERNMENTAL AGREEMENT BETWEEN NORTHWEST FIRE DISTRICT AND THE TOWN OF MARANA FOR USE AND MAINTENANCE OF THE OPTICOM TRAFFIC SIGNAL PREEMPTOR DEVICES. WHEREAS, the Northwest Fire District (the "District"), and the Town of Marana (the "Town") entered into an Intergovernmental Agreement on June 23, 1998, for the provision of Opticom Traffic Pre-emptor Device use and maintenance (the "Existing Agreement"); and WHEREAS, the District and the Town desire to continue to jointly exercise their powers pursuant to the provisions of A.R.S. § 11 -951, et,seq., and the Existing Agreement; and WHEREAS, the District and Town desire to enter into a new intergovernmental agreement to continue to use and maintain the traffic pre-emptor devices located within the corporate limits of the Town as previously provided for in the Existing Agreement expiring on June 30, 2003; and WHEREAS, staff from the Town has prepared an intergovernmental agreement, attached hereto as Exhibit A and incorporated herein by this reference (the "Renewal Agreement"), which extends the Existing Agreement until June 30, 2004; and WHEREAS, the Governing Board of the Northwest Fire District has determined that entering into the Renewal Agreement, is in the best interest of the District and its residents. NOW, THEREFORE, BE IT RESOLVED by the Governing Board of the Northwest Fire District that the District hereby approves the Renewal Agreement, and the Board Officers are authorized and directed to execute and deliver it to 'the Town. BE IT FURTHER RESOLVED that District officers and staff are hereby authorized to take all steps and spend all funds required to implement this Renewal Agreement and carry out its intents and purposes. PASSED AND ADOPTED by the Board of the Northwest th day of May, 2004. *ind"a A. ChristophersoV Chairman of the Board AP?500VE-D`AS TO FORM: A re Lee C. Mellor "Thomas Benavidez Clerk of the Board District Attorney 1 EXHIBIT A [The Renewal Agreement] 2 M INTERGOVERNMENTAL AGREEMENT ,BETWEEN NORTHWEST FIRE DISTRICT AND THE TOWN OF MARANA FOR USE AND MAINTENANCE OF THE OPTICOM TRAFFIC SIGNAL PREEMPTOR DEVICES This INTERGOVERNMENTAL AGREEMENT is entered into this 1st day of June , 2004, pursuant to A.R.S. § 11-952, by and between NORTHWEST FIRE DISTRICT, a body politic of the State of Arizona (the "District") and the TOWN OF MARANA, an Arizona municipal corporation (the "Town") for the provision of Opticom Traffic Pre-emptor Device use and maintenance. RECITALS A. District and Town desire to continue to jointly exercise their powers pursuant to the provisions of A.R.S. § 11 -95 1, et seq. B. District and Town desire to enter into an intergovernmental agreement to con- tinue to use and maintain the traffic pre-emptor devices located within the corporate lim- its of the Town as previously provided for in the intergovernmental agreement between the District and the Town dated June 23, 1998, and expiring on June 30, 2003. AGREEMENT I - The purpose of this intergovernmental agreement is to provide for the continued use and maintenance of the Opticom System traffic signal preemptor devices located within the mutual boundaries of the District and the Town. 2. The terms and conditions of the June 23, 1998, intergovernmental agreement pre- viously executed between the District and the Town shall remain in full force and effect to June 30, 2004. IN WITNESS WHEREOF, the District and the Town have hereunto set their hands the day and year first above written. TowN OF MARANA, an Arizona munici- NORTHWEST FIRE DISTRICT, an Arizona pal corporation municipal corporation By: By: 0/0j?\ I., __4?2 fiLLOOLk- Bobby ttol, ?Jrl.", Mayor hristopherson, Ctairman Date: b h Date: May 25, 2004 ATTEST: ATTEST: n C/ Bronson, Clerk Lee C. Mellor, Clerk ATTORNEY CERTIFICATION The undersigned attorneys for the Town of Marana and the Northwest Fire District have determined, each as to,their respective client only, that this intergovernmental agreement is in proper form and is within the powers and authority granted under Arizona law to the ZD Town of Ma istrict. T,nna and the Northwest Fire Di i Cassijdy,?ro_wa of Marana Thomas Benavidez Attorney for Northwest Fire District A GT 040519 NWFD TOM IGA EXTdoc 2 F. ANN RODRIGUEZ, RECORDER RECORDED BY: D K DEPUTY RECORDER 7864 PE1 SMARA TOWN OF MARANA ATTN: TOWN CLERK 13251 N LON ADAMS RD MARANA AZ 85653 DOCKET: 12384 PAGE: 2426 SEQUENCE: 20041760720 09/10/2004 AG 15: 12 MAIL AMOUNT PAID $ 8.50 INTERGOVERNMENTAL AGREEMENT BETWEEN NORTHWEST FIRE DISTRICT AND THE TOWN OF MARANA FOR USE AND MAINTENANCE OF THE OPTICOM TRAFFIC SIGNAL PRE-EMPTOR DEVICES INTERGOVERNMENTAL AGREEMENT is entered into this ~)"-day ofh ~eO-[a,w,~'~A, 2004, pursuant to A.R.S. § 11-952, by and between Northwest Fire District, a body politic of the State of Arizona ("District") and the Town of Marana, Arizona, a municipal corporation ("Town") for the provision of Opticom Traffic Pre-emptor Device use and maintenance. The District and the Town are sometimes referred to in this agreement as the "Parties." RECITALS Eo District and Town desire to jointly exercise their powers pursuant to the provisions of A.R.S. § 11-951, et seq. District and Town desire to enter into an intergovernmental agreement for the use and mainte- nance of traffic pre-emptor devices located within the corporate limits of Town. The Town and the District entered into an intergovernmental agreement concerning the Opti- com traffic signal pre-emptor devices in June, 1998, for a five-year term ending June 30, 2003. In June, 2004, the Parties amended the 1998 intergovernmental agreement by extending it ret- roactively through June 30, 2004. The Parties now desire to modify the terms of the previous agreements to reflect current usage and practice and extend the cooperation of the Parties relating to the Opticom System. Original 1 of 2 IGA bet TOM NWFire re OPTICOM (00000077) - 1 - FJC/cds NOW, THEREFORE, in consideration of the covenants and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, County and Town do mutually agree as follows: 1. Purpose The purpose of this intergovernmental agreement is to provide for the use and maintenance of the Opticom system traffic signal preemptor devices located within the mutual boundaries of Town and District. 2. Effective Date; Term 2.1 Effective Date. This intergovernmental agreement shall become effective upon adoption of this agreement by all Parties and recording the original executed agreement in the office of the Pima County Recorder. 2.2 Term. This intergovernmental agreement shall continue in full force and effect until June 30, 2009, or until sooner terminated pursuant to this agreement. 2.3 Renewal. This agreement may be renewed upon written agreement by the Parties. 3. Use and Maintenance of the Opticom System 3.1 Installation. Town shall install the Opticom System at every signalized intersection within the Town limits. 3.2 District Reimbursement of Opticom System. District shall reimburse the Town the ac- tual cost of the Opticom System installed at Town signalized intersections. 3.3 Town Maintenance of Opticom System. The Town shall operate and maintain the Opti- com Systems installed within the Town limits. 3.4 District Use of Opticom System. District shall enjoy full use of the Opticom System wherever installed within the town limits of Marana, Arizona. Upon request, District shall share all statistics relating to the Opticom System obtained by District. District shall be solely respon- sible for the purchase of its vehicle equipment for use of the Opticom System. 3.5 Town Use of Opticom System. Town shall be permitted to use the Opticom System at any time for emergency services only. Town shall be solely responsible for the purchase of its vehicle equipment for use of the Opticom System. The Town shall not permit any unauthorized use, alteration or interference of the Opticom System 3.6 Additional Obligations of Town. Town shall pass an ordinance prohibiting unauthor- ized use of traffic signal preemptor devices within the Town limits. 3.7 Additional Use of Opticom System. No entity other than District and Town shall be per- mitted to utilize the Opticom System without permission of both Town and District. IGA bet TOM NWFire re OPTICOM (00000077) - 2 - FJC/cds 4. Liability Insurance 4.1 Town shall be primarily responsible for providing public liability insurance on the Opti- corn System covering all of its obligations undertaken in the implementation of this agreement, providing bodily injury limits of not less than $1,000,000.00 for any one person, of not less than $1,000,000.00 for any one occurrence, and property damage liability to a limit of not less than $1,000,000.00. 4.2 The District shall be responsible for ensuring that the District and Town are listed as ad- ditional insureds on the product liability insurance policy of the Opticom System manufacturer, the 3M Company. 5. Status of District; Officers and Employees It is not intended by this intergovernmental agreement to, and nothing contained in this intergov- ernmental agreement shall be construed to, create any partnership, joint venture or employment rela- tionship between the Parties or creating any employer-employee relationship between Town and any District employee, or between District and any Town employee. Neither party shall be liable for any debts, accounts, obligations or other liabilities whatsoever of the other, including (without limitation) the other party's obligation to withhold Social Security and income taxes for any of its employees. 6. Hold harmless; Indemnification 6.1 By Town. Town shall, to the extent permitted by Arizona law, indemnify, defend and hold harmless District, its officers, departments, employees and agents from, for and against any and all suits, actions, legal or administrative proceedings, claims, demands or damages of any kind or nature which are attributed to any law, ordinance, regulation or policy of Town or to any act or omission of Town, its agents, employees, or anyone acting under its direction, control or on its behalf, whether intentional or negligent, in connection with or incident to this intergov- ernmental agreement. 6.2 By District. District shall to the extent permitted by Arizona law indemnify, defend and hold harmless Town, its officers, departments, employees and agents from, for and against any and all suits, actions, legal or administrative proceedings, claims, demands or damages of any kind or nature which are attributed to any regulation or policy of District or to any act or omis- sion of District, its agents, employees, or anyone acting under its direction, control or on its be- half, whether intentional or negligent, in connection with or incident to this intergovernmental agreement. 7. Termination 7.1 Termination at will. This intergovernmental agreement may be terminated by either party at will by giving ninety (90) days prior written notice of termination to the other party. If this agreement is terminated or expires the Town shall have the option of purchasing the Opti- com System at fair market value from District. If Town does not exercise such option, District IGA bet TOM NWFire re OPTICOM (00000077) - 3 - FJC/cds may remove the Opticom System and shall be liable for any damage to the traffic lights caused by such removal. 7.2 Funding sources; budget; non-appropriation. This intergovernmental agreement and all obligations upon District or Town arising therefrom shall be subject to any limitation imposed by budget law. The Parties represent that they have within their respective budgets sufficient funds to discharge the obligations and duties assumed under this agreement. If for any reason the Dis- trict or the Marana Town Council do not appropriate sufficient monies for the purpose of main- taining this intergovernmental agreement, this agreement shall be deemed to terminate by opera- tion of law on the date of expiration of funding. In the event of such cancellation, District and Town shall have no further obligation to the other party other than for payment for services ren- dered prior to cancellation. 7.3 Conflict of interest.. This agreement is subject to the provisions of A.R.S. § 38-511, which provides for termination in certain instances involving conflicts of interest. 8. Miscellaneous 8.1 Legal jurisdiction. Nothing in this intergovernmental agreement shall be construed as either limiting or extending the legal jurisdiction of either District or Town. 8.2 Court action by third persons. If this intergovernmental agreement is determined, in whole or in part, to be void by court action brought by third persons, there shall be no liability on the part of District or Town to the other by reason of such action or by reason of this intergov- ernmental agreement. 8.3 Beneficiaries. Nothing in this intergovernmental agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this intergovernmental agree- ment on any person other than the Parties to it and their respective successors and permitted as- signs. 8.4 Timeliness. Each of the Parties, through their respective counsel, officers and employ- ees, agree to take such actions as may be necessary to carry out the terms of this intergovernmen- tal agreement, and to cause such documents as may be necessary to be executed with reasonable promptness. 8.5 Compliance with laws. Each party to this intergovernmental agreement shall comply with all applicable federal and state statutes and regulations. Each party shall comply with all ap- plicable legal requirements relating to civil rights and non-discrimination in employment, includ- ing but not limited to, the Immigration Reform and Control Act of 1986 and the Americans with Disabilities Act. Each party shall indemnify and hold harmless the other party pursuant to Article 6 of this intergovernmental agreement for all liability arising from failure to comply with federal and state statutes and regulations. Indemnification shall include costs of suits. 8.6 No assignment. Any assignment or attempted assignment of this intergovernmental agreement by either party without the written consent of the other party shall be void. IGA bet TOM NWFire re OPTICOM (00000077) - 4 - FJC/cds 8.7 Non-waiver. The failure of either party to insist on any one or more instances upon the full and complete performance of any of the terms and provisions of the intergovernmental agreement to be performed on the part of the other, or to take any action permitted as a result thereof, shall not be construed as a waiver or relinquishment of the right to insist upon full and complete performance of the same, or any other covenant or condition, either in full or in part in the future. 8.8 Notices. Any and all notices, requests or demands made upon the Parties hereto, pursu- ant to or in connection with this agreement, unless otherwise noted, shall be delivered in person or sent by United States Mail, postage prepaid, to the Parties at their respective addresses as agreed by both Parties. 8.9 Integration; modification. This agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and correctly sets forth the rights, duties and obli- gations of each to the other as of its date. All prior or contemporaneous agreements and under- standings, oral or written, are hereby superseded and merged herein. The provisions hereof may be abrogated, modified, rescinded or amended in whole or in part only by written instrument executed by the Parties. 8.10 Severability. In the event that any provision, or any portion of any provision, of this in- tergovernmental agreement, or the application thereof, is held invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall have no effect on the remaining portion of any provision or any other provision, or their application, which can be given effect without the inva- lid provision or application and to this end the provisions of this intergovernmental agreement shall be deemed to be severable. IN WITNESS WHEREOF, District has caused this intergovernmental agreement to be executed by the Chairman of its Board of Directors upon resolution of the Board and attested to by the Clerk of the Board and Town has caused this intergovernmental agreement to be executed by the Mayor upon resolution of the Mayor and Council and attested to by its Clerk. TOWN OF MARANA ~r Date: ~~! A~ h~is_.t °~ ht~ r_s iC~'~C h ai rm an -- ATTEST: OcelyffBronson,"-Town Clerk ATTEST:_.~? Lee C. Mellor, Clerk IGA bet TOM NWFire re OPTICOM (00000077) FJC/cds -5- ATTORNEY CERTIFICATION The undersigned attorneys for the Town of Marana and Northwest Fire District have determined, each as to their respective client only, that this Agreement is in proper form and is within the powers and authority granted under Arizona law to the Town of Marana and Northwest Fire District. N~ST FIRE District Attorney DISTRICT IGA bet TOM NWFire re OPTICOM (00000077) 6 FJC/cds