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HomeMy WebLinkAboutResolution 95-054 IGA with northwest fire district for the use and maintenance of the opticom traffic signal preemptor devicesRESOLUTION NO. 95-54 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF MARANA, ARIZONA AUTHORIZING THE TOWN TO ENTER INTO AN INTERGOVERNMENTAL AGREEMENT WITH NORTHWEST FIRE DISTRICT PROVIDING FOR THE USE AND MAINTENANCE OF THE OPTICOM TRAFFIC SIGNAL PREEMPTOR DEVICES. WHEREAS, the Town of Mararia is authorized to provide for the public health and safety and the welfare of the people and property within its jurisdiction; and WHEREAS, the Town Council has determined that it is in the best interests of the Town that use of traffic signal preemptor devices be regulated for the safety of the citizens of Mararia. BE IT RESOLVED, that the Town of Mararia is authorized to enter into an Intergovernmental Agreement with Northwest Fire District providing for the use and maintenance of the Opticom Traffic Signal Preemptor Devices located within the Mararia town limits. BE IT FURTHER RESOLVED, that the Town Council hereby approves the fore of intergovernmental agreement between the Town of Marana and Northwest Fire District, and the Mayor is hereby authorized and directed to execute said agreement. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 3rd day of October, 1995. lED HONEA, MAYOR APPR~ED A~: ~Hochuli Town Attorney Mararia, Arizona Resolution No. 95-54 Page 1 of 1 :Z - INTERGOVERNMENTAL AGREEMENT BETWEEN NORTHWEST FIRE DISTRICT AND THE TOWN OF MARANA I FOR USE AND MAINTENANCE OF THE OPTICOM TRAFFIC SIGNAL PREEMPTOR DEVICES This Intergovernmental Agreement is entered into this 3j2j day of October , 1995, 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 Preemptor Device use and maintenance. RECITALS A. District and Town desire to jointly exercise their powers pursuant to the provisions of A.R.S. § 11-951 etseq.; and B. District and Town desire to enter into an intergovernmental agreement for the use and maintenance of traffic preemptor devices located within the corporate limits of Town; and C. The Mayor and Council of Town did on the 3rd day of October, 1995, authorize the Mayor to execute this Agreement by Resolution No. 95-54; and D. The Board of Directors of District did on the -3rd day of October 1995, authorize the Chairman of the Board to execute this Agreement by Resolution No. MuanaNorffiwest IGA: Opticom Syswm Page I of 6 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: 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 Tenn. This Intergovernmental Agreement shall continue in full force and effect until June 30, 1996 or until sooner terminated pursuant to this Agreement. 3. Use and Maintenance of the Opticom System 3.1 Installation. District shall install the Opticom System at the Ina/Thornydale Roads intersection at its sole cost. District may install additional Opticom Systems at the intersections of Ina/Old Father Roads, Price Club/Thornydale Roads, Orange Grove/Thornydale Roads, and any other intersection with a lighted traffic control device at their sole expense. 3.2 District Maintenance of Opticom System. District shall operate and maintain the Opticom Systems installed within the Marana town limits. District shall work in conjunction with the entity designated by Town to maintain the traffic lights located in Marana, Arizona. District agrees to provide Town with names and information on any entity District intends to have maintain the Opticom Systems and Town reserves the right to approve such entity. -1 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 responsible for the purchase of its vehicle equipment for use of the Opticom system. 3.4 Town Use of Oplicom 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 equipment for use of the Opticom system. The Town shall not permit any unauthorized use, alteration or interference of the Opticom System 3.5 Additional Obligations of Town. Town shall pass an ordinance prohibiting unauthorized use of traffic signal preemptor devices within the town limits. MaranaNonhwest IGA: Opticom System Page 2 of 6 3.6 Additional Use of Opticom System. No entity other than District and Town shall be permitted to utilize the Opticorn System without permission of both Town and District. 4. Liability Insurance. District shall be primarily responsible for providing public liability insurance on the Opticom 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. This obligation may be satisfied by the manufacturer's, 3M, blanket liability policy so long as District and Town are listed as additional insureds on such policy. District shall provide proof of coverage to Town annually. 5. Status of District; Officers and Employees It is not intended by this Intergovernmental Agreement to, and nothing contained in this Intergovernmental Agreement shall be construed to, create any partnership, joint venture or employment relationship 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 Intergovernmental 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 omission of District, 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 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 Opticom System at fair market value from District. If Town does not exercise such option, MaranwWorthwest IGA: Opticom System Page 3 of 6 District 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 an 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 District or the Marana Town Council do not appropriate sufficient monies for the purpose of maintaining this Intergovernmental Agreement, this Agreement shall be deemed to terminate by operation 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 rendered prior to cancellation. 7.3 Conflict. This Agreement is subject to the provisions of A.R.S. § 38-511. 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 pan of District or Town to the other by reason of such action or by reason of this Intergovemmental. 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 Agreement on any person other than the parties to it and their respective successors and permitted assigns. 8.4 Timeliness. Each of the parties, through their respective counsel, officers and employees, agree to take such actions as may be necessary to carry out the terms of this Intergovernmental 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 applicable legal requirements relating to civil rights and non-discrimination in employment, including 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 5 of this Intergovemmental Agreement for an 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. 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 MaranalNorthwest IGA: Optimm System Page 4 of 6 Agreement to be performed on the part of the other, or to take any action pen-nitted 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, pursuant 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 obligations of each to the other as of its date. All prior or contemporaneous agreements and understandings, 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 Intergovernmental 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 invalid 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 Ed Honeai. Mayor ATTEST: Clerk of the Board NORTHWEST FIRE DISTRICT Jan,Voyle Cha . an, Northwest Fire District Page 5 of 6 INTERGOVERNMENTAL AGREEMENT DETERMINATION The foregoing Intergovernmental Agreement between Northwest Fire District and the Town of Marana 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 those parties to the Intergovernmental Agreement represented by the undersigned. NORTHWEST FIRE DISTRICT: D?onna A?versa District Attorney TOWN OF MARANA: T Daniel J. Hochuh Attorney for Town Page 6 of 6