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HomeMy WebLinkAbout1996-08-19 BOA MINUTESINTERGOVERNMENTAL AGREEMENT BETWEEN THE WATER UTILITIES COMMUNITY FACILITIES DISTRICT (CITY OF APACHE JUNCTION, ARIZONA) AND THE CITY OF APACHE JUNCTION, ARIZONA, FOR THE PROVISION OF CONSTRUCTION AND MAINTENANCE SERVICES THIS AGREEMENT is entered into this 18th day of September 1996,by and between the Water Utilities Community Facilities District (City of Apache Junction, Arizona), a political subdivision of the State of Arizona, hereinafter referred to as "WUCFD", and the City of Apache Junction, a municipal corporation of the State of Arizona, hereinafter referred to as "City". A.WUCFD and City are empowered by A.R.S. §11-952 to enter into intergovernmental agreements for joint or cooperative action, and each party hereto has,by resolution,copies of which are attached hereto and made a part hereof, resolved to enter into this Agreement and has delegated to the undersigned the authority to execute this Agreement. B.Pursuant to A.R.S. §§48-709, 9-240 and 9-276, the parties have the power to enter into the specific terms and conditions of this agreement. C.For the health,safety and welfare of the public,all parties to this Agreement desire to enter into an agreement whereby the City will make available to the WUCFD manpower,equipment, materials and supplies for the construction and maintenance of public infrastructure of WUCFD.By this Agreement, it is anticipat- ed that WUCFD will have the ability to construct, develop, improve and maintain public infrastructure at a cost savings, and City will benefit by having improved public infrastructure located within its municipal limits, serving its citizens,and will be reimbursed for its work as identified herein. NOW,THEREFORE,in consideration of the mutual promises, covenants and conditions herein set forth,the parties agree as follows: 1.City will make available to WUCFD, as may be requested by WUCFD, manpower, equipment, materials and supplies for the purposes of constructing and maintaining the infrastructure of WUCFD.WUCFD -Page 1- will be responsible for the design (including the plans and project specifications)for the construction and/or maintenance of any public infrastructure being performed pursuant to the terms of this Agreement. 2.WUCFD will reimburse the City for all costs and expenses incurred by City to either construct or maintain improvements or infrastructure pursuant to this Agreement. 3.Costs and expenses of City shall be the total costs incurred by City for any construction or maintenance work as may be performed by City in accordance with the terms of this Agreement. "Costs" as used and defined in this agreement shall mean the total costs, direct and indirect, incurred by City for labor, including normal and regularly scheduled overtime (including casual overtime) required by City and/or materials and/or supplies used in connection with the construction and/or maintenance of improvements as afore- stated; the cost of small tools and/or equipment actually consumed in the aforementioned construction and/or maintenance work;the rental or amortization of the cost of major equipment used in the aforementioned construction and/or maintenance work;the cost of permits and inspections; engineering services; and survey and field work. 4.In the performance of these services, City agrees to make available to WUCFD, prior to the commencement of construction and/or maintenance,for its approval,an estimate of the costs to be incurred for the construction and/or maintenance of the aforemen- tioned infrastructure.At no time will City seek reimbursement from WUCFD for any costs or expenses incurred above the aforesaid esti- mates without the approval of WUCFD. 5.WUCFD shall indemnify, defend and hold harmless City, its officials,employees and agents from all suits,actions,claims, demands and losses, costs or damages of every kind or description, including attorney's fees, arbitration and litigation expenses which may be brought or made against or incurred by City on account of injuries,death or damages received or sustained by any person, persons or property on account of any act, omission, negligence, neglect or misconduct by WUCFD, its employees or agents arising under this Agreement.Such indemnity shall not be limited by reasons of remuneration of any insurance coverage. 6.City shall indemnify, defend and hold harmless WUCFD, its officials,employees and agents from all suits,actions,claims, demands and losses, costs or damages of every kind or description, including attorney's fees, arbitration and litigation expenses which may be brought or made against or incurred by WUCFD on account of injuries, death or damages received or sustained by any person, persons or property on account of any act, omission, negligence, neglect or misconduct by City, its employees or agents arising under -Page 2- this Agreement.Such indemnity shall not be limited by reasons of remuneration of any insurance coverage. 7.Each governmental entity shall be responsible for the supervision, direction and control of its own work forces. 8.Each governmental entity shall be responsible for its own employees'workers compensation claims,if any arises under the performance of this Agreement. 9.This Agreement shall become effective upon its filing with the Office of the Pinal County Recorder. 10.This Agreement may be cancelled by any party hereto at any time upon sixty (60) days written notice to the other party. 11.This Agreement may be cancelled in accordance with A.R.S. §38-511. 12.In the event of a default in the performance of any of the terms and conditions under this Agreement, each party shall have all remedies as provided by law and the prevailing party shall be entitled to recover reasonable attorney's fees and costs. 13.All notices or demands required under this Agreement from any party to the other party shall be in writing and shall be deemed to be given when notice is delivered in person or deposited in a U.S. mail box in a postage pre -paid envelope addressed as follows: Water Utilities Community Facilities District (City of Apache Junction, Arizona) District Manager 1001 North Idaho Road Apache Junction, AZ 85219 City of Apache Junction City Manager 1001 North Idaho Road Apache Junction, AZ 85219 14.The failure to exercise any right, power or privilege under this Agreement shall not operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any further exercise of that right, power or privilege or preclude the exercise of any other right, power or privilege.The acceptance by any party of sums less than may be due and owing to it at any time shall not be construed as an accord or satisfaction. 15.This agreement is non -assignable in whole or in part by either party hereto. -Page 3- 16.Nothing in this Agreement shall be construed as either limiting or extending the lawful jurisdiction of any party hereto other than as expressly set forth herein. 17.This Agreement contains the entire agreement between the parties and no statements,promises or inducements made by any party, their agents or employees that are not contained herein shall be valid or binding.This Agreement may not be altered except in writing and signed by all the parties hereto. IN WITNESS WHEREOF,the parties executed this Agreement the day and year above written. CITY OF APACHE JUNCTION, ARIZONA, a municipal corporation of the State of Arizona, By ATTEST: APPROVED as to form and within the powers and authority granted the City of Apache Junction, ArizonaAtader theAaws of the statoc,t/ArizarVi 'Attorney -Page 4- Water Utilities Community Facilities District (City of Apache Junction, Arizona) a political subdivision of the State of Arizona, By ATTEST: District Clerk DiWtrict -Manager APPROVED as to form and within the powers and authority granted Water Utilities Community Facilities District (City of Apache Junction, Arizona, under the laws of the State of Arizona, District AttoYhey -Page 5-