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HomeMy WebLinkAboutResolution 2023-113 Approving and Authorizing the Mayor to Execute an IGA with the Town of Oro Valley for the M.O.V.E. Across 2 Ranges Hike Challenge Event MARANA RESOLUTION NO. 2023-113 RELATING TO PARKS AND RECREATION; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN OF MARANA AND THE TOWN OF ORO VALLEY FOR THE M.O.V.E. ACROSS 2 RANGES HIKE CHALLENGE EVENT WHEREAS Marana and Oro Valley may enter into agreements with one another for joint and cooperative action pursuant to A.R.S. § 11-951,et seq.; and WHEREAS on September 6,2022,the Marana Town Council adopted the Town of Marana Strategic Plan V, identifying "Healthy Lifestyles" as one of its five focus areas, with the principle statement "Provide a variety of recreational, artistic, and cultural opportunities along with a flourishing natural environment to support healthy and active lifestyles"; and WHEREAS Oro Valley's Parks and Recreation Department has as its mission enhancing the quality of life for all Oro Valley residents by providing exceptional parks, recreation, and trail facilities and offering a wide range of programs and activities for all ages; and WHEREAS Marana and Oro Valley have collaborated on the M.O.V.E. Across 2 Ranges Hike Challenge Event (MOVE Event)) for several years; and WHEREAS on February 21,2017,the Town Council adopted Resolution No. 2017- 013 approving an intergovernmental agreement between the Town and Oro Valley formalizing their responsibilities related to the MOVE; and WHEREAS the Town and Oro Valley seek to continue their collaboration on the MOVE Event; and WHEREAS the Mayor and Council find that the terms and conditions of the intergovernmental agreement addressed by this resolution are in the best interest of the Town. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, AS FOLLOWS: SECTION 1. The "Intergovernmental Agreement between Town of Marana and Town of Oro Valley for the M.O.V.E. Across 2 Ranges Hike Challenge Event" is hereby Resolution No.2023-113 - 1 - approved in substantially the form set forth in Exhibit A, attached to and incorporated with this resolution, and the Mayor is authorized to sign it for and on behalf of the Town of Marana. SECTION 2. 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 21st day of November, 2023. - , Le" ,---- ifr Ed Honea ATTEST: APPROVED AS TO FORM: "r David L. Udall,Town Clerk Ja irall,Town Attorney 1 46 , MAPANA AZ' ESTABLISHED 197 Resolution No.2023-113 - 2 - Exhibit A to Marana Resolution No. 2023-113 INTERGOVERNMENTAL AGREEMENT BETWEEN TOWN OF MARANA AND TOWN OF ORO VALLEY FOR THE M.O.V.E. ACROSS 2 RANGES HIKE CHALLENGE EVENT This INTERGOVERNMENTAL AGREEMENT (this "Agreement") is entered into by and be- tween the TOWN OF MARANA ("Marana"), an Arizona municipal corporation, and the TOWN OF ORO VALLEY ("Oro Valley"), an Arizona municipal corporation. Marana and Oro Valley are sometimes collectively referred to as the "Parties," each of which is sometimes individually referred to as a "Party." RECITALS A. On September 6, 2022, the Marana Town Council adopted the Town of Marana Strategic Plan V, identifying "Healthy Lifestyles" as one of its five focus areas, with the principle statement "Provide a variety of recreational, artistic, and cultural opportuni- ties along with a flourishing natural environment to support healthy and active life- styles." B. Oro Valley's Parks and Recreation Department has as its mission enhancing the quality of life for all Oro Valley residents by providing exceptional parks, recreation, and trail facilities and offering a wide range of programs and activities for all ages. C. Since 2012, Marana and Oro Valley have collaborated on the Marana Oro Valley Experience ("M.O.V.E.") Across 2 Ranges Hike Challenge Event and seek to continue this collaborative effort. D. Marana and Oro Valley may enter into agreements with one another for joint and cooperative action pursuant to A.R.S. § 11-951, et seq. AGREEMENT NOW, THEREFORE, in consideration of the recitals set forth above and the mutual cov- enants, conditions and agreements set forth in this Agreement, the Parties agree as fol- lows: Article 1. Purpose The purpose of this Agreement is to establish the rights and responsibilities of the Parties regarding the planning, administration, and production of the annual M.O.V.E. Across 2 Ranges Hike Challenge Event (the "Event"), an outdoor collaborative hiking event that makes use of the Tortolita mountain range in Marana and the Catalina moun- tain range in Oro Valley. MARANA/ORO VALLEY M.O.V.E. ACROSS 2 RANGES IGA - 1 - Exhibit A to Marana Resolution No. 2023-113 Article 2. Scope of Agreement 2.1. The Parties shall plan, develop, and produce the Event annually during the term of this Agreement, on dates and times mutually agreed to by the Parties. 2.2. The Parties may adjust and amend the dates, times, registration fees, amenities, trail usage, and the like for the Event during the term of this Agreement without requir- ing amendment of this Agreement. Article 3. Shared Responsibilities 3.1 The Parties shall provide the following: 3.1.1. Graphic design of promotional materials and participant shirts. 3.1.2. Provide staff support for event packet pick-up. 3.1.3. Purchase Event participant shirts. 3.1.4. Facilitate Event packet pick-up. 3.1.5. Manage Event sponsorship contributions. Article 4. Marana Responsibilities 4.1 Marana shall provide the following services and resources to the production of the Event during the term of this Agreement: 4.1.1. Facilitate and coordinate the Tortolita Trails hiking portion of the Event. 4.1.2. Create, design, and maintain the Event website. 4.1.3. Host and collect fees for pre -registration and produce participant rosters for the Event. 4.1.4. Provide staff to host and collect fees for Event day registration. 4.1.5. Collecting all Event registration fees. 4.1.6. Provide Oro Valley with a financial report disclosing all Marana expendi- tures for the Event. 4.1.7. Provide a financial report disclosing total registration and contribution rev- enue and total expenditures for the Event. Article 5. Oro Valley Responsibilities 5.1 Oro Valley shall provide the following services and resources to the production of the Event during the term of this Agreement: 5.1.1. Facilitate and coordinate the Catalina Trails hiking portion of the Event. 5.1.2. Host the Event after party. 5.1.3. Provide staff support for coordination of the Event after party. MARANA/ORO VALLEY M.O.V.E. ACROSS 2 RANGES IGA -2- Exhibit A to Marana Resolution No. 2023-113 5.1.4. Provide Marana with a financial report disclosing all Oro Valley expendi- tures for the Event. Article 6. Financing 6.1. Marana and Oro Valley shall equally share the responsibility for the following Event expenses: 6.1.1. All direct expenses related to the Event after party. 6.1.2. Participant t-shirts. 6.1.3. All expenses related to vendors and entertainment talent. 6.1.4. All expenses related to swag and event raffle items. 6.2. Marana shall be responsible for the following Event expenses: 6.2.1. All expenses related to the Tortolita Trails hiking portion of the Event. 6.2.2. Printed promotional materials distributed by Marana. 6.3. Oro Valley shall be responsible for the following Event expenses: 6.3.1. All expenses related to the Catalina Trails hiking portion of the Event. 6.3.2. Printed promotional materials distributed by Oro Valley. 6.4. Marana and Oro Valley shall mutually agree on the registration fee amounts. The registration fee amounts agreed upon by the parties shall supersede any registra- tion amounts in the parties' respective fee schedules. 6.5. Within 30 days after the Event, Marana shall provide Oro Valley with a financial report disclosing total registration and contribution revenue and total expenditures for the Event. Oro Valley will then invoice Marana for 50% of the revenue from the event. Article 7. Term and Termination 7.1. This Agreement shall be effective as of the signature date of the last Party to sign this Agreement, and shall remain in effective for five years, unless earlier terminated by either Party in accord with the terms of this Agreement. The term of this Agreement may be extended by written amendment signed by both Parties. 7.2. This Agreement may be terminated under the following circumstances: 7.2.1. This Agreement may be terminated by either Party without cause with 60 days' written notice to the other Party. 7.2.2. A Party may terminate this Agreement for material breach of the Agree- ment by the other Party. Prior to any termination under this paragraph, the Party al- legedly in default shall be given written notice by the other Party of the nature of the alleged default. The Party said to be in default shall have 45 days to cure the default. If the default is not cured within that time, the other Party may terminate this MARANA/ORO VALLEY M.O.V.E. ACROSS 2 RANGES IGA -3- Exhibit A to Marana Resolution No. 2023-113 Agreement. Any such termination shall not relieve either Party from liabilities or costs already incurred under this Agreement. 7.2.3. This Agreement may be terminated for a conflict of interest as set forth in A.R.S. § 38-511, the relevant portions of which are hereby incorporated by reference. 7.2.4. Notwithstanding any other provision in this Agreement, this Agreement may be terminated if for any reason, there are not sufficient appropriated and avail- able monies for the purpose of maintaining this Agreement. In the event of such cancellation, the Parties shall have no further obligation to each other, other than for payment of services rendered prior to termination. Article 8. Access to Records 8.1. The Parties shall maintain books, records, documents, and other evidence direct- ly pertinent to performance under this Agreement in accordance with generally accept- ed accounting principles and practices consistently applied. Each Party shall have ac- cess to such books, records, documents, and other evidence for inspection, audit and copying and shall provide proper facilities for such access and inspections. 8.2. Audits conducted under this Article shall be performed in accordance with gen- erally accepted auditing standards and established procedures and guidelines of the re- viewing or auditing agency. 8.3. The Parties agree to the disclosure of all information and reports resulting from access to records, as described in this Article, to a Party's auditor, provided that the au- dited Party is afforded the opportunity for an audit exit conference and an opportunity to comment and submit any supporting documentation on the pertinent portions of the draft audit report and that the final audit report will include written comments of rea- sonable length, if any, of the audited Party. Article 9. Compliance with Laws 9.1. The Parties shall comply with all applicable federal, state and local laws, rules, regulations, standards and executive orders, without limitation to those designated within this Agreement. 9.2. The Parties agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09, which supersedes Executive Order 99-4 and amends Execu- tive Order 75-5, and which is hereby incorporated into this Agreement as if set forth in full herein. During the performance of this Agreement, the Parties shall not discriminate against any employee, client or any other individual in any way because of that per- son s age, race, creed, color, religion, sex, disability or national origin. 9.3. The Parties shall comply with 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. 9.4. The Parties certify that they are not currently engaged in, and agree for the dura- tion of the Agreement to not engage in, a boycott of Israel as defined by A.R.S. §35-393. MARANA/ORO VALLEY M.O.V.E. ACROSS 2 RANGES IGA -4- Exhibit A to Marana Resolution No. 2023-113 The submission of a false certification may result in action up to and including termina- tion of this Agreement. 9.5. The Parties hereby certify that they will at all times during the term of this Agreement comply with all federal immigration laws applicable to the Parties' em- ployment of its employees, and with the requirements of A.R.S. g 23-214 (A). 9.6. This Agreement is subject to the provisions of A.R.S. § 38-511 regarding conflict of interest. Article 10. Indemnification To the fullest extent permitted by law, each Party (as "indemnitor") shall defend, in- demnify and hold harmless the other Party (as "indemnitee"), its officers, officials, em- ployees, agents, volunteers, successors, and assigns (the "indemnified group") for claims, damages, losses, liabilities and expenses of any nature whatsoever (including but not limited to reasonable attorneys' fees, court costs, the costs of appellate proceed- ings, and all claim adjusting and handling expense) relating to, arising out of, resulting from or alleged to have resulted from the indemnitor's acts, errors, mistakes or omis- sions relating to any action or inaction of this Agreement (collectively, "claims") includ- ing but not limited to work, services, acts, errors, mistakes, or omissions in the perfor- mance of this Agreement by anyone directly or indirectly employed by or contracting with the indemnitor, or any person for whose acts and liabilities are the obligation of the indemnitor. If any claim, action or proceeding is brought against the indemnified group, indemnitor shall have a duty, at its sole cost and expense, to resist or defend such claim or action on behalf of the indemnified group but only to the extent that such claims result in vicarious/ derivative liability to the indemnitee and are caused by the act, omission, negligence, misconduct or other fault of the indemnitor, its officers, offi- cials, agents, employees or volunteers; provided, however, that the indemnitor shall have no obligation to indemnify the indemnified group for the indemnified group's passive negligence. The indemnity provisions of this Agreement shall survive the ter- mination of this Agreement. Article 11. Insurance The Parties agree that they shall maintain for the duration of this Agreement policies of public liability insurance sufficient to cover all of their obligations undertaken in the implementation of this Agreement. Article 12. No Joint Venture It is not intended by this Agreement to, and nothing contained in this Agreement shall be construed to create any partnership, joint venture, or employment relationship between the Parties or create any employer -employee relationship between the Parties. No Party hereto shall be liable for any debts, accounts, obligations, or other liabilities whatsoever of the other. MARANA/ORO VALLEY M.O.V.E. ACROSS 2 RANGES IGA -5- Exhibit A to Marana Resolution No. 2023-113 Article 13. Workers' Compensation For purposes of Workers' Compensation, an employee of a Party to this Agreement who works under the jurisdiction or control of, or who works within the jurisdictional boundaries of, another Party pursuant to this specific Agreement, is deemed to be an employee of both Parties, as provided in A.R.S. § 23-1022(D). The primary employer of such employee shall be solely liable for payment of Workers' Compensation benefits for the purposes of this paragraph. Each Party shall comply with the notice provisions of A.R.S. § 23-1022(E). Article 14. No Third Party Beneficiaries This Agreement is intended to govern the rights and duties of the contracting Parties only and is not intended to confer on any third party any rights or benefits which would not exist in the absence of this Agreement. Article 15. Notices All notice requests and authorizations provided for in this Agreement shall be in writing and shall be delivered or mailed, addressed as follows: Marana: TOWN OF MARANA Attention: Town Manager Address: 11555 W. Civic Center Drive Marana, Arizona 85653 With a copy to: TOWN OF MARANA Attn: Parks and Recreation Director 11555 W. Civic Center Drive Marana, Arizona 85653 MARANA/ORO VALLEY M.O.V.E. ACROSS 2 RANGES IGA -6- Exhibit A to Marana Resolution No. 2023-113 Oro Valley: TOWN OF ORO VALLEY Attention: Town Manager Address: 11000 N. La Canada Drive Oro Valley, Arizona 85737 With a copy to: TOWN OF ORO VALLEY Attn: Parks and Recreation Director 11000 N. La Canada Drive Oro Valley, Arizona 85737 Article 16. Waiver Neither Party's waiver of the other's breach of any term or condition contained in this Agreement shall be deemed a waiver of any subsequent breach of the same or any other term or condition of this Agreement. Article 17. Remedies Either Party may pursue any remedies available to it for the breach of this Agree- ment, and no right or remedy is intended to be exclusive of any other right or remedy existing at law or at equity or by virtue of this Agreement. Article 18. Force Majeure A Party shall not be in default under this Agreement if it does not fulfill any of its obligations under this Agreement because it is prevented or delayed in doing so by rea- son of uncontrollable forces. The term "uncontrollable forces' shall mean, for the pur- pose of this Agreement, any cause beyond the control of the Party affected, including but not limited to failure of facilities, breakage or accident to machinery or transmission facilities, weather conditions, flood, earthquake, lightning, fire, epidemic, war, riot, civil disturbance, sabotage, strike, lockout, labor dispute, boycott, material or energy short- age, casualty loss, acts of God, or action or non -action by governmental bodies in ap- proving or failing to act upon applications for approvals or permits which are not due to the negligence or willful action of the Parties, order of any government officer or court (excluding orders promulgated by the Parties themselves), and declared local, state or national emergency, which, by exercise of due diligence and foresight, such Par- ty could not reasonably have been expected to avoid. Either Party rendered unable to fulfill any obligations by reason of uncontrollable forces shall exercise due diligence to remove such inability with all reasonable dispatch. Article 19. Construction of Agreement 19.1. This Agreement shall be governed by and construed and enforced in accord- ance with the laws of the State of Arizona. MARANA/ORO VALLEY M.O.V.E. ACROSS 2 RANGES IGA -7- Exhibit A to Marana Resolution No. 2023-113 19.2. This Agreement represents the entire and integrated agreement between the Parties and supersedes all prior negotiations, representations or agreements, either writ- ten or oral. 19.3. If any provision of this Agreement is declared invalid or unenforceable, the remainder shall continue in full force and effect. 19.4. This Agreement may not be changed or modified except by written agreement signed by all Parties [SIGNATURE PAGE FOLLOWS] MARANA/ORO VALLEY M.O.V.E. ACROSS 2 RANGES IGA -8- Exhibit A to Marana Resolution No. 2023-113 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date set forth below their representatives' respective signatures. MARANA: ORO VALLEY: TOWN OF MARANA, an Arizona munici- pal corporation I3� Ed Honea, Mayor Date: ATTEST: David L. Udall, Town Clerk TOWN OF ORO VALLEY, an Arizona mu- nicipal corporation I0 Joe Winfield, Mayor Date: ATTEST: Michael Standish, Town Clerk MARANA/ORO VALLEY M.O.V.E. ACROSS 2 RANGES IGA -9- Exhibit A to Marana Resolution No. 2023-113 ATTORNEY CERTIFICATION Pursuant to A.R.S. § 11-952, the undersigned public agency attorneys have determined that the foregoing Intergovernmental Agreement between the Town of Marana and the Town of Oro Valley is in proper form and is within the powers and authority granted un- der the laws of the State of Arizona. Town of Marana Attorney Town of Oro Valley Attorney Date: Date: MARANA/ORO VALLEY M.O.V.E. ACROSS 2 RANGES IGA -10-