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HomeMy WebLinkAboutRES 08-22RESOLUTION NO. 08-22 A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA, AUTHORIZING THE CITY OF APACHE JUNCTION TO ENTER INTO AN INTERGOVERNMENTAL AGREEMENT WITH THE WATER UTILITIES COMMUNITY FACILITIES DISTRICT EXTENDING RECIPROCITY FOR EMPLOYEE BENEFITS. WHEREAS,the City of Apache Junction ("City")and Water Utilities Community Facilities District ("WUCFD")desire to enter into an Intergovernmental Agreement ("IGA")extending reciprocity for, -employee benefits; and WHEREAS, the parties have crafted a written agreement which sets forth the conditions for such arrangement; and WHEREAS,pursuant to A.R.S.§11-952(A),public entities may enter into Intergovernmental Agreements for joint or cooperati ve action. NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA AS FOLLOWS: 1.The Mayor and City Council approve the Intergovernmental Agreement between City and Water WUCFD Extending Reciprocity for Employee Benefits and the Mayor is hereby authorized to sign the agreement on behalf of the City. 2.Staff shall record such document in the Pinai County , Recorder's office within ten (10)days after full execution by both entities. PASSED AND ADOPTED BY THE MAYOR AND CITY COUNCIL 'OF THE CITY OF APACHE JUNCTION, ARIZONA, THIS 5TH DAY OF AUGUa_,2008. SIGNED -AND ATTESTED TO THIS 5TH DAY OF AUGUST ,2008. RESOLUTION NO. 08-22 PAGE 1 OF 2 ATTEST: KATHLEEN CONNELLY City Clerk APPROVED AS TO FOP!.! RICHARD J. STERN City Attorney RESOLUTION NO. 08-22 PAGE 2 OF 2 INTERGOVERNMENTAL AGREEMENT BETWEEN CITY OF APACHE JUNCTION AND WATER UTILITIES COMMUNITY FACILITIES DISTRICT EXTENDING RECIPROCITY FOR EMPLOYEE BENEFITS lvtA THIS AGREEMENT is made and entered into this 0 day of September, 2008, by and between THE CITY OF APACHE JUNCTION, ARIZONA, an Arizona municipal corporation (hereinafter referred to as "City"),and the WATER UTILITIES COMMUNITY FACILITIES DISTRICT,an Arizona municipal corporation (hereinafter referred to as "WUCFD") (collectively referred to as the "Parties"). RECITALS WHEREAS,WUCFD is a community facilities district created and operated under the mandates of Arizona Revised Statutes ("A.R.S.") Title 48 which employs its own employees separate from those of the City; and WHEREAS, the City provides certain administrative services for WUCFD such as recruitment services; and WHEREAS,it would be administratively more efficient to allow employees to move between the City and WUCFD without loss of benefits and seniority, and allow both Parties to offer similar employment benefits and for the City to perform administrative functions such as employee recruitment for WUCFD; and WHEREAS, pursuant to A.R.S. Section 11-951,et seq.,the parties are authorized to enter into intergovernmental agreements for the purpose of taking joint or cooperative action. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties to this Agreement agree as follows: 1.RECITALS:The Recitals are incorporated herein by reference and are part of this Agreement but are not intended to expand the scope, number, or nature of parties'obligations beyond those expressly set forth in the numbered sections of this Agreement. 2.CITY'S OBLIGATIONS:City hereby agrees to do or cause the following to happen: a)City will extend WUCFD employees reciprocal employment benefits as City employees receive,such as health,dental and life insurance and current benefit accrual dates. b)City will consider the date of hire and current benefit accrual dates for any WUCFD employee, who is later hired by the City, as the date on which WUCFD hired the employee and provided benefits.Such assumed dates shall be used by City to determine service and accrued time for vacation and sick leave and any other benefit for which said dates are a factor. 3.WUCFD'S OBLIGATIONS:WUCFD hereby agrees to do or cause the following to happen: a)WUCFD employment will be considered City employment for the purpose of extension of benefits, as noted in subsection 2(a) above. b)WUCFD will consider the date of hire and current benefit accrual dates for any City employee, who is later hired by WUCFD, as the date on which City hired the employee and provided benefits.Such assumed dates shall be used by WUCFD to determine service and accrued time for vacation and sick leave and any other benefit for which said dates are a factor. 4.JOINT OBLIGATIONS: a)Employees who transfer from either entity to the other shall retain all vacation, sick, and other leave accruals or credits. b)Employees of either organization may transfer vacation or sick leave time to employees in the other entity in accordance with the entities' Personnel Rules and Administrative Procedure Manual. 5.DURATION OF AGREEMENT/TERMINATION:This Agreement shall be valid retroactively to July 1, 2008 at 12:01 a.m. and shall continue from fiscal year to fiscal year unless one Party sends the other a written notice at least ninety (90) days prior to the next fiscal year. 6.ENTIRE AGREEMENT:This instrument contains the entire agreement between the parties hereto with respect to the subject matter contained in it and supersedes all prior and contemporaneous agreements, discussions and representations related thereto.No supplement, modification or amendment hereof shall be binding and effective unless in writing and signed by all of the parties. 2 7.SEVERABILITY:In the event that any phrase, clause, sentence, paragraph, section, article or other portion of this Agreement shall become illegal, null or void or against public policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining portions of this Agreement shall not be affected thereby and shall remain in force and effect to the fullest extent permissible by law, except if the remaining portions of the Agreement do not provide one or both of the parties with the essential consideration for entering into this Agreement. 8.GOVERNING LAW,VENUE AND ATTORNEY FEES:This Agreement shall be governed by and construed under the laws of the State of Arizona.This Agreement shall be deemed made and entered into in Pinal County and the Parties shall not move to change venue. Any action at law or in equity brought by either party for the purpose of enforcing a right or rights provided for in this Agreement shall be tried in a court of competent jurisdiction in Pinal County, Arizona. The parties hereby waive all provisions of law providing for a change of venue in such proceeding to any other county.In the event either party shall bring suit to enforce any term of this Agreement or to recover any damages for and on account of the breach of any term or condition in this Agreement, it is mutually agreed that the prevailing party in such action shall recover all costs including reasonable attorneys fees to be determined by the court in such action. 9.NOTICES:All notices and insurance certificates required under this Agreement shall be sent as follows: If to City:George Hoffman, City Manager 300 E. Superstition Blvd. Apache Junction, AZ 85219 And to:R. Joel Stern City Attorney City of Apache Junction 300 E. Superstition Boulevard If to WUCFD:Frank Blanco, Director WUCFD 112 E. 2nd Avenue Apache Junction, AZ 85219 And to:Kay Bigelow, WUCFD Counsel Gammage & Burnham, P.L.C. 2 North Central Avenue, Suite 1800 Phoenix, Arizona 85004 3 10.Section Headings:The Section headings contained in this Agreement are for convenience in reference only and are not intended to define or limit the scope of any provision of this Agreement. 11.Good Faith of Parties:Except where any matter is expressly stated to be in the sole discretion of an entity, in performance of this Agreement or in considering any requested extension of time, the entities agree that each will act in good faith and will not act unreasonably, arbitrarily or capriciously and will not unreasonably withhold, delay or condition any requested approval, acknowledgment or consent. 12.Assignment and Transfer:Because City is reasonably relying on promises made herein which if are fully executed will result in a substantial public benefit, WUCFD shall not assign or transfer its rights and duties under this Agreement without City's consent,which shall not be unreasonably withheld. 13.Waiver:No waiver by either party of a breach of any of the terms, covenants or conditions of this Agreement shall be construed or held to be a waiver of any succeeding or preceding breach of the same or any other term, covenant or condition herein contained.Without limiting the provisions of this Agreement, the entities agree that neither the failure nor the delay of any entity to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver of such right, remedy, power or privilege, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence.No waiver shall be effective unless it is in writing and is signed by the entity asserted to have granted such waiver. 14.Consents and Approvals:City and WUCFD shall at all times act reasonably with respect to any and all matters which require either party to review, consent or approve any act or matter hereunder. 15.No Third Party Beneficiaries/No Partnership:This Agreement is made and entered into for the sole protection and benefit of the parties.No person other than the parties shall have any right of action based upon any provision of this Agreement.Additionally, it is not intended by this Agreement to, and nothing contained in this Agreement shall, create any partnership, joint venture or other arrangement between WUCFD and City, or either Party's employees. 16.Time is of the Essence:Time is of the essence of this Agreement and in carrying out the terms of each provision hereof. 4 17.Operation of Utilities:Nothing in this Agreement shall be construed to mean the City is operating a public water utility and that WUCFD employees are City employees. 18.Conflict of Interest:The Parties acknowledge that this Agreement is subject to cancellation provisions pursuant to A.R.S. § 38-511, as amended, the provisions of which are incorporated herein and made a part hereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. ATTEST: Kathleen Connelly, City Clerk giid WUCFD Clerk WATER UTILITIES COMMUNITY FACILITIES DISTRICT, a Title 48 Special District n S. InsalEico, Chairman CITY OF APACHE JUNCTION, ARIZONA, an Arizona municipal corporation By: Joijii S. Insalaco, Mayor 5 COUNSEL APPROVAL AS TO FORM: I have read this Agreement and have determined such Agreement is in proper form and is entered into within the powers of and authority granted under the laws of the State of Arizona. :74 -0? R. Joel Stern, Apache Junction City Attorney Date I have read this Agreement and have determined such Agreement is in proper form and is gntered into within the powers of and authority granted under the laws of the Slate of Afizona Kay Bigelow, WUCFD Counsel Date 6