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HomeMy WebLinkAbout1999.0810.TCSMP.Packet (6. d' Nil NOTICE OF SPECIAL SESSION 4,9 `f' OF THE 30 •-;;;;,•• — off. 1 .4 FOUNTAIN HILLS TOWN COUNCIL • that is Ai' Mayor Morgan Councilman Apps Councilwoman Wiggishoff Councilman Wyman Councilman Poma Vice Mayor Mower Councilwoman Hutcheson WHEN: TUESDAY, AUGUST 10, 1999 TIME: 1 :30 P.M. WHERE: TOWN HALL CONFERENCE ROOM 16836 E. Palisades, Building C • CALL TO ORDER—Mayor Morgan • ROLL CALL 1.) Consideration of RESOLUTION 1999-40 authorizing the Mayor, Clerk and Attorney to execute an intergovernmental agreement between the Town of Fountain Hills and the City of Scottsdale and the Town of Guadalupe regarding costs and indemnification associated with the Los Arcos multipurpose facilities district. 2.) CALL TO THE PUBLIC. 3.) ADJOURNMENT. DATED this 6th day of August 1999. (Ate By: �LJ Cassie B. Hansen,Town Clerk The Town of Fountain Hills endeavors to make all public meetings accessible to persons with disabilities. Please call 837-2003 (voice) or 1-800-367-8939 (TDD) 48 hours prior to the meeting to request a reasonable accommodation to participate in this meeting. Law Offices of WILLIAM E. FARRELL, P.L.L.C. Telephone(480)661-6044 Suite 220 Facsimile(480)661-7454 William E.Farrell ' 10135 East Via Linda Scottsdale,Arizona 85258-5312 MEMORANDUM TO: Mayor and Council Town Manager Town Clerk FROM: William E.Farrell Town Attorney DATE: August 10, 1999 RE: Resolution 1999-40 ,,- The item before you for consideration this afternoon is the adoption of Resolution 1999-40. The resolution and attached intergovernmental agreement deal with the issues of cost indemnification for the Town of Fountain Hills as part of its participation in the Los Arcos Multipurpose Facilities District. The original Town Resolution 1999-24 called for the Town to inter into an intergovernmental agreement with the City of Scottsdale on issues concerning Los Arcos. The basic substance of the intergovernmental agreement is the authorization and agreement by the City of Scottsdale to indemnify and hold harmless the Town of Fountain Hills for any costs or liabilities associated with the District, if an in the event that the District does not pay those costs or indemnify the Town. Since the District has only recently been formed and has limited funds available this intergovernmental agreement acts as backstop for any potential costs incurred or liability assessed against the Town of Fountain Hills. It is anticipated that the Town Council of Guadalupe will be adopting a similar intergovernmental agreement very shortly and both intergovernmental agreements will be forwarded to the Scottsdale City Council for their discussion and possible approval. L C:\WINDOWS\TEMP\RES 1999-40MEM.WPD Memorandum RE: Resolution 1999-40 August 6, 1999 Page 2 • As always I would be more than happy to answer any questions you may have regarding the resolution or the intergovernmental agreement. Respectfully submitted, William E. Farrell Town Attorney L L C:\WINDOWS\TEMP\RES 1999-40MEM.WPD RESOLUTION 1999-40 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 TOWN AND THE CITY OF SCOTTSDALE AND THE TOWN OF GUADALUPE REGARDING THE LOS ARCOS MULTIPURPOSE FACILITIES DISTRICT. NOW,THEREFORE,BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, AS FOLLOWS: Section 1. That the City of Scottsdale and the Town(s) of Fountain Hills and Guadalupe have by Resolution formed the Los Arcos Multipurpose Facilities District. Section 2. That Section 3C of Resolution 1999-24 of the Town of Fountain Hills and Section TWO (e) of Resolution 99-09 of the Town of Guadalupe call for intergovernmental agreements by and between those municipalities that have formed the District. Section 3. That attached hereto is an intergovernmental agreement by and between the three communities setting forth the duties and obligations of the communities and that the adoption of this Resolution authorizes the Mayor, the Town Clerk and the 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 City of Scottsdale and the Town of Guadalupe. PASSED AND ADOPTED by the Mayor and Common Council of the Town of Fountain Hills, Arizona this 10th , day of August, 1999. FOR TH TOWN OF FOUNTAIN HILLS: ATTESTED TO: Lit Sharon Morgan, Mayor Cassie B. Hansen, Town Clerk REV D BY: APPROVED AS TO FORM: 7/K,diAev.; P / a . No i , To n anager William E. Farrell,Town Attorney Resolution 1999-40 (kw 1999-40LOS ARCOS.doc 1 L INTERGOVERNMENTAL AGREEMENT This agreement made and entered into this day of 1999 by and between the City of Scottsdale, a municipal corporation of the State of Arizona, here and after referred to as"Scottsdale"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,here and after referred to as"Guadalupe";all collectively known as the "Parties". WHEREAS,Scottsdale,Fountain Hills and Guadalupe by resolutions of their Council's have authorized the formation of the Los Arcos Multipurpose Facilities District pursuant to A.R.S. §48- 4202; and WHEREAS, the Parties have caused or will cause an election to be held on November 2nd, 1999 to determine whether or not the voters of the District will authorize certain funding in connection with the Los Arcos Multipurpose Facilities District Project; and WHEREAS, as a condition of the participation of Fountain Hills and Guadalupe in the creation of the District there is a requirement of an intergovernmental agreement with Scottsdale regarding costs and indemnification; NOW THEREFORE, the parties agree as follows: 1. That the purpose of this intergovernmental agreement is to identify and define the obligations of Scottsdale to pay costs incurred by Fountain Hills and Guadalupe associated with the holding of an election on November 2'd, 1999 to the extent that the Los Arcos Multipurpose Facilities District does not pay those costs;and to define the obligation of Scottsdale to indemnify and hold harmless Fountain Hills and Guadalupe from any liability associated with actions of the District,to the extent that the District does not so indemnify or insure. 2. 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 set forth in the respective charter and codes of the Parties and pursuant to the authority in A.R.S. § 11-952. 3. 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. Page 1 of 5 4. This agreement shall remain in effect so long as Fountain Hills and Guadalupe are members of the Los Arcos Multipurpose Facilities 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 Scottsdale and the Town that did not terminate the Agreement. 5. Termination of this Agreement shall not relieve Scottsdale of its indemnification obligations under this Agreement. 6. 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 obligation with respect to this Agreement, and any future financial obligation shall be set forth in a separate written agreement. 7. Scottsdale agrees to reimburse Fountain Hills and Guadalupe for all costs related to the holding of the District election scheduled for November 2"d, 1999 to the extent that all costs have not been paid to Fountain Hills and Guadalupe by the District within thirty(30)days following the election. The reimbursement of costs shall not include any salaries 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 goods or services necessary for the conduct of the election. 8. Should Scottsdale, after presentation of a request for payment by Fountain Hills or Guadalupe, for any reason wish to discuss the amount of the invoice or the failure of the District to pay said request for payment, the Managers of the respective communities shall meet and confer and attempt to resolve any dispute. Should any dispute fail to be resolved within a sixty(60)day period following the first meeting of the Managers then the Parties shall submit this matter to their respective councils for further action. 9. Scottsdale agrees to 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. Page 2 of 5 10. Scottsdale shall jointly or 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, courts 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. 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 Scottsdale. 11. Scottsdale agrees to obtain and maintain during the term of this agreement, and for six(6) years thereafter 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 Scottsdale may provide this coverage through its self insurance program and that this agreement does not require or necessitate the purchase of insurance. 12. 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. thaw 13. 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. 14. This Agreement may be canceled by any of the parties pursuant to the provisions of A.R.S. § 38-511. 15. The Parties hereto shall not assign, in whole or part, any of the obligations contain herein without the expressed written approval of all other parties. 16. All notices or demands upon any party to this Agreement shall be in 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 GUADALUPE: Town Clerk Town of Guadalupe 9050 S. Avenida del Yaqui Guadalupe, AZ 85283 17 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 superceded 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. CITY OF SCOTTSDALE: TOWN 0 FOUNTAIN HILLS: By: By: Sam Kathryn Campana, Mayor Sharon Morgan, M or Attest: Attes yuk.44.4.,) 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 DETERMINATION OF LEGAL COUNSEL 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.: SCOTTSDALE CITY ATTORNEY: FOUNTAIN HILLS TOWN ATTORNEY: Date: Date: 8-/o- GUADALUPE TOWN ATTORNEY: Date: L Page 5 of 5