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HomeMy WebLinkAboutResolution 94-027 IGA and equipment lease with northwest fire districtRESOLUTION NO. 94-27 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA ENTERING INTO AN INTERGOVERNMENTAL AGREEMENT AND EQUIPMENT LEASE WITH NORTHWEST FIRE DISTRICT. WHEREAS, Northwest Fire District is currently in possession of a certain piece of equipment commonly referred to as a Shop 270, which is a rescue truck; and WI-rEREAS, the Mararia Police Department is desirous to obtain the use of the truck to allow it to be utilized for the benefit of the citizens of Marana; and WI-rEREAS, Northwest Fire District has expressed a willingness to lease the truck to the Town of Mararia for use in its pol/ce force pursuant to a five year lease for $1.00 per year, and the Town of Marana finds such an arrangement to be in the best interests of its citizens. NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town of Mararia, Arizona that the Mayor is authorized to execute the Intergovernmental Agreement with Northwest Fire District for the lease and/or purchase of the truck known as Shop 270. PASSED, ADOFrFED AND APPROVED by the Mayor and Council of the Town of Marana, Arizona, this 1st day of November, 1994. ATTEST: APEROVED AS TO FORM: Mayor ORA I-IARN Town Attorney Resolution No. 94-27 Page 1 of 1 ONNI 1:;J:*C.0r6A::D DY,-. GIJI N 0 2? 2 1. rlz Blv.*00 INTERGOVERNMENTAL AGREEMENT EQUIPMENT LEASE 9932 031 9/1,22100,341. 12 9 ZI. -3.00 9110(", ism This Intergovernmental Agreement ("Agreement") is entered into pursuant to Title 11, Chapter 7, Article 3, Arizona Revised Statutes, by and between the Town of Marana, a municipal corporation ("Maranall) and Northwest Fire District, a duly constituted fire district in Pima County, Arizona and validly existing under the laws of the State of Arizona ("Northwest"). RECITALS A. Northwest owns a certain piece of equipment commonly referred to as a Shop 270 (the "Truck") which Northwest has used as a part of its firefighting fleet. Northwest has made no representation or warranty regarding the Truck or the Truck's fitness for any particular use. B. Marana is familiar with the Truck and seeks to acquire Northwest's Truck. Marana has not relied on any representation or warranty made by Northwest regarding the Truck or its fitness for any particular use. Marana has had sufficient opportunity to examine the Truck and enters this Agreement upon its own independent determination regarding the Truck. C. Northwest is prepared to lease the Truck to Marana upon the terms and conditions set forth in this Agreement. D. Marana is prepared to lease the Truck f rom Northwest upon the terms and conditions set forth in this Agreement. Therefore, for valuable consideration and the mutual covenants contained in this Agreement, Marana and Northwest agree as follows: 1. Authority. A. Marana enters into this Agreement by authority of A.R.S. S 9-240. B. Northwest enters into this Agreement by authority of A.R.S. §48-805. C. Each party warrants and represents that it has sufficient funds within its respective budget to discharge the obligation and duties assumed under this Agreement. Should either party fail to obtain continued funding during the term of this Agreement through a failure of appropriation or approval of funds, then this Agreement shall be deemed to terminate by operation of law. In such event, termination shall be effective on the last day of the year for which funds have been appropriated or approved. D. Nothing in this Agreement is to be construed as either 9932 8 3 1 r, limiting or extending the legal jurisdiction of either party to this Agreement. E. Each party agrees to comply with all applicable federal and state equal employment laws and its respective codes regulating equal employment. F. The Recitals set forth above are incorporated into the terms and conditions of this Agreement. 2. Term. This Agreement shall be for a period of five (5) years commencing effective September 21, 1994. This Agreement may be renewed for a period of 12 months by executing a Renewal at least six months prior to the expiration date of this Agreement. Consideration upon Renewal will be mutually agreed upon by the parties. 3. Consideration. A. Marana shall pay Northwest the amount of one dollar ($1.00) per year (the "Consideration") for the term of this Agreement. Payment shall be made by an initial payment of one dollar ($1.00) upon the effective date of this Agreement and annual installments thereafter in the amount of one dollar ($1.00). Payment shall be sent to Northwest at it administrative offices at 1520 W. Orange Grove Road, Tucson, Arizona 85704. B. Marana. shall have the option, in its sole discretion, to purchase the Truck upon the expiration of the Term or at any time during the Term of this Agreement upon payment of the purchase price of $1,500. 4. Insurance. A. Marana shall be solely responsible for maintaining all risk physical damage insurance on the Truck in the amount of the replacement value of the Truck and Northwest shall be named as loss payee. B. Marana shall be solely responsible- for maintaining liability insurance on the Truck in the minimum amount of $1,000,000 and Northwest shall be named as an additional insured. C. Marana shall provide Northwest with satisfactory proof of insurance. 5. Maintenance. Marana shall be solely responsible for performing, at Maranals sole cost and expense, all necessary maintenance on the Truck. 6. Default. The performance or failure to perform any one or more of the following acts constitutes a default under the provisions of 2 -.1 q 9 13 2 832 this Agreement: A. Failure of either party to cure any breach of contract after fifteen (15) days after receipt of written notice. B. Filing of a voluntary petition by a party seeking relief under the United States Bankruptcy Act or the failure of a party to dismiss an involuntary petition in bankruptcy within one hundred twenty days after the filing of an involuntary petition under the United States Bankruptcy Act. C . Voluntary appointment by a party of a receiver or trustee to handle or control all or substantially all of its assets or the failure to remove an involuntary receiver or trustee within one hundred twenty days after the appointment of a receiver or trustee. Making a general assignment for the benef it of creditors. 7. Remedies. Upon the default of either party, the nondefaulting party may elect to pursue and any remedy available at law or equity. Northwest shall the right to immediately cease service as otherwise required by this Agreement in the event Marana fails to pay the Consideration when due. Marana further relieves and releases Northwest of any liability for any loss occurring during such time Northwest has ceased service as provided for herein. 8. Attorney's Fees. In the event either party commences any legal action to enf orce or terminate this Agreement, the successful party shall be entitled to recover its costs, including its reasonable attorney's fees. 9. Arbitration. To the extent applicable, disputes arising from this Agreement will be subject to arbitration pursuant to A.R.S. §12-1518. 10. ' Indemnity. Each party shall indemnify, defend and hold harmless the other party, its officers, departments, employees and agents from and against any and all suites, actions, legal or administrative proceedings, claims, demands or damages or any kind or nature arising out of this Agreement which resul?t from any act or omission of under its direction, control or on its behalf, whether intentional or negligent. 11. Severability. The terms and conditions of this Agreement are separate and severable and if one portion of this Agreement is or becomes unenforceable as a matter of law, the validity of the remaining portions shall not be affected. 12. Notice. Any notice or election require to be given pursuant to the terms of this Agreement shall be in writing and delivered personally or mailed by certified mail return receipt requested. If personally delivered, the notice is given upon delivery. If mailed 3 , 1 t9932 833 "'t, - - - %J 14 -l"Mgm by certified mail, return receipt requested, notice is deemed given five days follcwing mailing. Notices shall be sent or delivered to the parties as the following addresses or such other place as may be designated from time to time: NORTHWEST: Northwest Fire District 1520 W. Orange Road Tucson, Arizona 85704 With a copy to: Donna M. Aversa Leonard Felker Altfeld & Battaile, P.C. 250 N. Meyer Ave. Tucson, Arizona 85701 MARANA: Town of Marana 13251 N. Lon Adams Road Marana, Arizona With a copy to: Daniel J. Hochuli 3275 W. Ina Rd., Suite 109 Tucson, Arizona 85741-2152 12. Entire Agreement. This Agreement contains the entire Agreement of the parties and superseded any previous agreement or understanding between the parties and may not be amended or modified unless in writing and signed by the parties. 13. Time is of the Essence. Time is of the essence of this Agreement and each and every provision of this Agreement. 14. Arizona Law. This Agreement shall be governed by Arizona law and venue shall be proper in Pima County, Arizona. 15. Construction. This Agreement has been negotiated by the parties and shall not be interpreted against the party preparing the contract. The paragraph titles are included for convenience purposes only and are not to be construed as part of the terms or condition of this Agreement. 16. Resolution. Each party has obtained the appropriate Resolution authorizing this Agreement. "NORTHWEST" Northwe,st Ffr is rict By: / J-j U - Chief.' Northt?pst??Fire District Chai?an of the BNard Northv ?6st Fire District 4 ,i9932 834 "PlARANA" Town of Marana By: C. ",)I Mayor, To3??ft of Approved Attorney, Town of Marana Attorney, Northwest Fire District 5 i.1.9932 835