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HomeMy WebLinkAboutRes 1999-57C RESOLUTION 1999 -57 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, AUTHORIZING AND DIRECTING THE APPROPRIATE OFFICIALS TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT BY AND BETWEEN THE TOWNS OF FOUNTAIN HILLS AND GUADALUPE AND THE LOS ARCOS MULTIPURPOSE FACILITIES DISTRICT REGARDING FINANCIAL AND INDEMNIFICATION MATTERS. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, AS FOLLOWS: Section 1. Section 2. Section 3. That on May 20, 1999 the Mayor and Council adopted Resolution 1999 -24 authorizing the organization of the Los Arcos Multipurpose Facilities District. That Section 3.B. of Resolution 1999 -24 required that on or before August 1, 2000 the Board of Directors of the Los Arcos Multipurpose Facilities District shall have prepared and offered to the Town Council for consideration an Intergovernmental Agreement regarding those matters of particular interest to the Town of Fountain Hills including, without limitation, any and all financing mechanisms and/or other matters of a financial nature deemed appropriate by either body. That attached hereto is an Intergovernmental Agreement by and between the Los Arcos Multipurpose Facilities District and the Towns of Fountain Hills and Guadalupe. The agreement sets forth the obligations of the District to the Towns regarding payment for the recent election and the indemnification for liability. The adoption of this resolution authorizes the Mayor, Town Clerk, and Town Attorney to execute the Intergovernmental Agreement, and further directs the Town Clerk to provide certified copies of this resolution after its passage to the Los Arcos Multipurpose Facilities District and the Town of Guadalupe. Resolution 1999 -57 PASS FAIL 3_L— ION N+ SECOND I F COUNT �— PASSED AND ADOPTED by the Mayor and Common Council of the Town of Fountain Hills, Arizona, this 18th day of November, 1999. FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO: Morgan, REVIEWED BY: Cassie B. Hansen, Town Clerk 0 Town Manager William E. Farrell, Town Attorney Resolution 1999 -57 3 INTERGOVERNMENTAL AGREEMENT This agreement made and entered into this between the City of Scottsdale, a municipal co oration day of , 1999 by and referred to as "Scottsdale" and the Town of Fountain Hills, of the State of Arizona, here and after municipal Corporation of the State of Arizona, here and after referred to as "Fountain Hills" and the Town of Guadalupe, a municipal G corporation of the State ofArizona, here and after referred to as " as the "Parties ". "Guadalupe"; all collectively known WHEREAS, Scottsdale, Fountain Hills and Guadalupe b resolutions authorized the formation of the Los Arcos Multipurpose Fa c lit es 1Ons of their Council's have 4202; and District pursuant to A.R.S. § 48- WHEREAS, the Parties have caused or will cause an election to " 1999 to determine whether or not the voters of the District will be held on November 2 °, connection with the Los ArcOs Multipurpose Facilities District project; a certain funding in tt; , a and nd WHEREAS, as a condition of the participation of Fountain Hi creation of the District there is a requirement of an inter Hills and Guadalupe in the intergovernmental regarding costs and indemnification; g l agreement with Scottsdale NOW THEREFORE, the parties agree as follows: 1 • That the purpose of this intergovernmental agreement is to iden obligations of Scottsdale to pay costs incur Hi red by Fountain tify and define the associated with the holding of an election on November 2 "d Hills and Guadalupe 1999 to the extent that the Los Arcos Multipurpose Facilities District does not pay those sts: and to define the obligation of Scottsdale to indemnify and hold harmless Fo Guadalupe from any liability associated with actions of the District to he Hills and the District does not so indemnify or insure. extent that 2• The Parties desire to jointly exercise common powers and/or to agreement for cooperative action pursuant to the power to enter intonto an agreements as set forth in the respective charter and codes of the Parties and u these to the authority in A.R.S. § 11 -952. p rsuant 3 • This agreement shall become effective upon its approval and execution b and once that has occurred this agreement shall be recorded in the off a Parties Maricopa County Recorder with a copy to be distributed to the Clerk of the Par the Part the Pagel of 5 4. This agreement shall remain in effect so long as Fountain members of the Los Arcos Multipurpose Facilities Hills and Guadalupe are follows: District unless terminated as a• Automatic termination should the District sunset under the resoluti parties creating the District; or on of the b. Termination of the Agreement by Fountain Hills or Guadalupe council action. In the event, however, this Agreement terminates of only Guadalupe or only Fountain Hills, the Agreement due to the action shall continue in full force and effect as between Scottsdale and the terminate the Agreement. Town that did not 5• Termination of this Agreement shall not relieve Scottsdale obligations under this Agreement. of its indemnif cation 6. Budgeting for and financing of a party's financial obligations, Agreement shall be the separate and independent responsibility if any, in this Fountain Hills and Guadalupe currently have no financial obli obligation with each party. this Agreement, and any future financial obligation shall be et forth n with respect to written agreement. in a separate 7• Scottsdale agrees to reimburse Fountain Hills and Guadalupe fo the holding of the District election. scheduled for November 2"dr all costs related to t that all costs have not been paid to Fountain Hills and Guadalupe 1999 to the extent within thirty pe by the Distract rty {30) days following the election. The reimbursement of costs shall not include any salaries of Fountain Hills or Guadalupe personnel and shall to those costs billed to either Fountain Hills or Guadalupe b an other be limited agency or private corporation that provides goods or services necessary for the conduct of the election. necessary for the 8. Should Scottsdale, after presentation of a request for payment b y F ountain Hills or Guadalupe, for any reason wish to discuss the amount of the invoice of the District to pay said request for payment, the Managers of the The failure communities shall meet and confer and attempt to resolve any dispute. respective dispute fail to be resolved within a six 60 day y P Should any sixty ( ) y period following the first meeting of the Managers then the Parties shall submit this matter to their respective c for further action. P ouncils 9. Scottsdale agrees to defend, indemnify and hold harmless Fountain Hills and Guadalupe, their agents, representatives,roffcers, directors, officials and employees from and against all costs, claims and lawsuits pertaining to the holdin othe District election on November 2 "d, 1999. g of f the Page 2 of 5 10. Scottsdale shall jointly or severely defend, indemnify Hells and Guadalupe, their agents, representatives, and hold harmless Fountain employees from and against all claims damages, es, officers, directors, officials and not limited to attorneys fees, courts costs and losses and expenses (including but relating to, arising out of, or alleged to have d the cost of appellate proceedings), Guadalupe's participation in the District. This indemnification from Fountain Hills and as a broad indemnification for any and all events connected if cation shall be considered District and is in addition to and coexistent with an obligation with any action by the independently agree to with the Fountain Hills and Guadalupe. n that the District may The shall survive this Intergovernmental Agreement and is o contingent f contingent p cation Procurement of any insurance by Scottsdale. upon the 11. Scottsdale agrees to obtain and maintain during the term of this agreement, and for six (6) years thereafter such director's liabiIi insurance and omission insurance coverage as well as general nd public off cial's error of no less than Two Million ($2,000 ) 000 ral 11abiliry insurance in amounts Guadalupe as additional insured. Fountain Dollars naming Fountain Hills and agree that Scottsdale may provide this coverage HiIIs and Guadlupe understand and and that this agreement does not re uire or nece thr °ugh its self insurance program q necessitate the purchase of insurance. 12. In the event of any violation or threatened violation by an party of any of the terns or conditions of this Agreement, the othe arts to this Agreement to full and adequate relief by injunction and all other legal and equitable shall be entitled g quitable remedies. 13. That the Parties shall authorize the execution ordinance or otherwise and that a co of such au of this agreement by resolution Agreement. copy authorization shall be attached to the 14- This Agreement may be canceled by any of the parties ursuant to th A.R.S. § 38 -511, p e provisions of 15. The Parties hereto shaII not assign, in whole or part, any of the obli a herein without the expressed written approval of all other parties. g lions contain 16. All notices or demands upon any party to this Agreement shall be i n writing and shall be delivered in person or sent by First Class mail as follows: SCOTTSDALE: City Clerk City of Scottsdale 3939 Civic Center Blvd. Scottsdale, AZ 85251 Page 3 of 5 FOUNTAIN HILLS: Town Clerk Town of Fountain Hills 16836 E. Palisades, Building C. Fountain Hills, AZ 85268 GUA.DALUPE: Town Clerk Town of Guadalupe 9050 S. Avenida del Yaqui Guadalupe, AZ 85283 17 This Agreement constitutes the entire agreement amo the subject matter hereof and shall not be changed or ng the Parties pertaining to signed by all Parties. All prior and contemporaneous added to except to wri ting and understandings of the Parties, oral or written e agreements, representations herein are hereby superceded and merged herein, pertaining to the subject matter IN WITNESS WHEREOF, the parties hereto have executed effective on the date of execution by the last party, this Agreement to be CITY OF SCOTTSDALE: By: By: Sam Kathryn Campana, Mayor TOWN FOUNTAIN HILLS: Sharon Morgan, Attest: Attes Sonia Robertson, City Clerk Cassie Hansen, Town Clerk TOWN OF GUADALUPE: By: Frances C. Osuna, Mayor Attest: RoseMary Arellano, Town Clerk Page 4 of 5 DETER MINA ON OF LEGAL COUNSEL The foregoing Agreement has been reviewed b the determined, pursuant to A.R.S. 11-952-D. Y undersigned attorneys who have authority § that it is in proper form and within the ow ty granted under the laws of the State of Arizona to the respective Power and P � e parties they represent.: SCOTTSDALE CITY ATTORNEY: FOUNTAIN HILLS TOWN ATTORNEY: Date: Date: * -/v - 9� GUADALUPE TOWN ATTORNEY: Date: Page 5 of 5 LAMFD NO. GUADALUPE NO. FOUNTAIN HILLS NO. INTERGOVERNMENTAL AGREEMENT This agreement made and entered into this day of 1999 by and between the Los Arcos Multipurpose Facilities District, a municipal corporation of the State of Arizona, hereinafter referred to as District and the Town of Fountain Hills, a municipal corporation of the State of Arizona, here and after referred to as "Fountain Hills" and the Town of Guadalupe, a municipal corporation of the State of Arizona, hereinafter referred to as "Guadalupe;" all collectively known as the "Parties." 1. The Parties desire to jointly exercise common powers and /or to enter into an agreement for cooperative action pursuant to the power to enter into these agreements as provided by applicable law. 2. This Agreement shall become effective upon its approval and execution by the Parties and once that has occurred this agreement shall be recorded in the office of the Maricopa County Recorder with a copy to be distributed to the Clerk of the Parties. 3. This agreement shall remain in effect so long as Fountain Hills and Guadalupe are members of the District unless terminated as follows: a. Automatic termination should the District sunset under the resolution of the parties creating the District; or b. Termination of the Agreement by Fountain Hills or Guadalupe council action. In the event, however, this Agreement terminates due to the action of only Guadalupe or only Fountain Hills, the Agreement shall continue in full force and effect as between District and the Town that did not terminate the Agreement. 4. Termination of this Agreement shall not relieve District of its indemnification obligations under this Agreement. 5. Budgeting for and financing of a party's financial obligations, if any, in this Agreement shall be the separate and independent responsibility of each party. Fountain Hills and Guadalupe currently have no financial obligations with respect to this Agreement, and any future financial obligation shall be set forth in a separate written agreement. 6. District confirms that it shall defend, indemnify and hold harmless Fountain Hills and Guadalupe, their agents, representatives, officers, directors, officials and employees from and against all costs, claims and lawsuits pertaining to the holding of the District election on November 2 "d, 1999, except to the extent arising out of negligence or intentional misconduct of either Fountain Hills or Guadalupe. As part of the foregoing indemnification, District confirms that it shall reimburse Fountain Hills and Guadalupe for all costs related to the holding of the District election scheduled for November 2 "d, 1999 within thirty (30) days following the election. The reimbursement of costs shall not include any salaries A;1IGA- DISTRICT 2b.Coc Page 1 of 4 r of Fountain Hills or Guadalupe personnel and shall be limited to those costs billed to either Fountain Hills or Guadalupe by any other governmental agency or private corporation that provides necessa for oods or services 9 necessary the conduct of the election. 7. District confirms that it shall jointly and severely defend, indemnify and hold harmless Fountain Hills and Guadalupe, their agents, representatives, officers, directors, officials and employees from and against all claims, damages, losses and expenses (including but not limited to attorneys fees, court costs and the cost of appellate proceedings), relating to, arising out of, or alleged to have resulted from Fountain Hills and Guadalupe's participation in the District, except to the extent arising out of the negligence or intentional misconduct of either Fountain Hills or Guadalupe. This indemnification shall be considered as a broad indemnification for any and all events connected with any action by the District and is in addition to and coexistent with any obligation that the District may independently agree to with the Fountain Hills and Guadalupe. The indemnification shall survive this Intergovernmental Agreement and is not contingent upon the procurement of any insurance by District. Fountain Hills and Guadalupe shall be jointly represented by separate counsel selected by Fountain Hills and Guadalupe and reasonably acceptable to District. 8. District confirms that it shall obtain and maintain during the term of this agreement, and for six (6) years thereafter, so long as the District survives as a legal entity, such director's liability insurance and public official's error and omission insurance coverage as well as general liability insurance in amounts of no less than Two Million ($2,000,000) Dollars naming Fountain Hills and Guadalupe as additional insured. Fountain Hills and Guadalupe understand and agree that District may provide this coverage through its self insurance program and that this agreement does not require or necessitate the purchase of insurance. 9. In the event of any violation or threatened violation by any party to this Agreement of any of the terms or conditions of this Agreement, the other parties shall be entitled to full and adequate relief by injunction and all other legal and equitable remedies. 10. That the Parties shall authorize the execution of this agreement by resolution ordinance or otherwise and that a copy of such authorization shall be attached to the Agreement. 11. This Agreement may be canceled by any of the parties pursuant to the provisions of A.R. S. § 38 -511. 12. The Parties hereto shall not assign, in whole or part, any of the obligations contained herein without the expressed written approval of all other parties. 13. All notices or demands upon any party to this Agreement shall be in writing an shall be delivered to person or sent by First Class mail as follows: LOS ARCOS MULTIPURPOSE FACILITIES DISTRICT: 7506 E. Indian School Road A:tIGA•DtSTRICT 2b.doc Page 2of4 MAO Scottsdale, AZ 85251 FOUNTAIN HILLS: Town Clerk Town of Fountain Hills 16836 E. Palisades, Building C Fountain Hills, AZ 85268 GUADALUPE: Town Clerk Town of Guadalupe 9050 S. Avenida del Yaqui Guadalupe, AZ 85283 14. District will make no commitment for expenditures in excess of Three Hundred Thousand Dollars ($300,000.00) of funds, other than day -to -day business, until the District's member cities enter into acceptable agreements concerning the proposed Los Arcos project. 15. This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and shall not be changed or added to except in writing signed by all Parties. All prior and contemporaneous agreements, representations and understandings of the Parties, oral or written, pertaining to the subject matter herein are hereby superseded and merged herein. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement to be effective on the date of execution by the last party LO&A C U OSE , TOWN OFF UNTAIN HIL FACILITIES RICT: y BY- e lington, oar airman Sharon Morgan, May r to .� / Attest: c Title: Cassie Hansen, � Town Clerk TOWN OF GUADALUPE: BY: Frances C. Osuna, Mayor Attest: RoseMary Arellano, Town Clerk DETERMINATION OF LEGAL COUNSEL MIGA- DISTRICT 2b.doc Page 3 of 4 NAV C., The foregoing Agreement has been reviewed by the undersigned attorneys who have determined, pursuant to A.R.S. § 11 -952.D that it is in proper form and within the power and authority granted under the laws of the State of Arizona to the respective parties they represent. LOS ARCOS MULTIP RPOSE FACILITIES DISTRI X. GUADALUPE TOWN ATTORNEY: Date: AAIGA•DISTRICT 2b.doC FOUNTAIN HILLS TOWN ATTORNEY: 1? Date: / / -!d'- 99 Page 4 of 4