Loading...
HomeMy WebLinkAboutPackets - Council Packets (1825)         AGENDA ORO VALLEY TOWN COUNCIL REGULAR AND STUDY SESSION OCTOBER 4, 2023 ORO VALLEY COUNCIL CHAMBERS 11000 N. LA CAÑADA DRIVE For information on public comment procedures, please see the instructions for in person and/or virtual speakers at the end of the agenda. To watch and/or listen to the public meeting online, please visit https://www.orovalleyaz.gov/town/departments/town-clerk/meetings-and-agendas Executive Sessions – Upon a vote of the majority of the Town Council, the Council may enter into Executive Sessions pursuant to Arizona Revised Statutes §38-431.03 (A)(3) to obtain legal advice on matters listed on the Agenda.        REGULAR SESSION AT OR AFTER 5:30 PM   CALL TO ORDER   ROLL CALL   EXECUTIVE SESSION   1.Pursuant to A.R.S. §38-431.03 (A)(3) to receive legal advice and A.R.S. §38-431.03 (A)(4) for possible litigation regarding the notice of claims regarding Naranja Drive   RESUME REGULAR SESSION AT OR AFTER 6:00 PM   CALL TO ORDER   ROLL CALL   PLEDGE OF ALLEGIANCE   UPCOMING MEETING ANNOUNCEMENTS   MAYOR AND COUNCIL REPORTS ON CURRENT EVENTS   TOWN MANAGER'S REPORT ON CURRENT EVENTS   ORDER OF BUSINESS: MAYOR WILL REVIEW THE ORDER OF THE MEETING   INFORMATIONAL ITEMS   CALL TO AUDIENCE – At this time, any member of the public is allowed to address the Mayor and Town Council on any issue not listed on today’s agenda. Pursuant to the Arizona Open Meeting Law, individual Council Members may ask Town Staff to review the matter, ask that the matter be placed on a future agenda, or respond to criticism made by speakers. However, the Mayor and Council may not discuss or take legal action on matters raised during “Call to Audience.” In order to speak during “Call to Audience” please specify what you wish to discuss when completing the blue speaker card.   PRESENTATIONS   CONSENT AGENDA  (Consideration and/or possible action)   A.Minutes - September 20, 2023   B.Resolution No. (R)23-36, authorizing the Town of Oro Valley (TOV) to enter into an Intergovernmental Grant Agreement (IGA) with the City of Tucson (COT) for the purposes of coordinating federal financial aid to obtain three (3) new replacement buses using the FTA Urbanized Area 5307 Grant   REGULAR AGENDA   1.RESOLUTION NO. (R)23-37, DISCUSSION AND POSSIBLE ACTION TO APPROVE A LAND WATER CONSERVATION GRANT AWARD IN THE AMOUNT OF $1,000,000 FOR THE NARANJA PARK SKATE/PUMP TRACK   2.DISCUSSION AND POSSIBLE ACTION REGARDING HOA CONTRIBUTIONS FOR GOLF THROUGH THE COMMUNITY CENTER FUND   FUTURE AGENDA ITEMS (The Council may bring forth general topics for future meeting agendas. Council may not discuss, deliberate or take any action on the topics presented pursuant to ARS 38-431.02H)   ADJOURNMENT OF THE REGULAR SESSION   STUDY SESSION   CALL TO ORDER   STUDY SESSION AGENDA     1.PRESENTATION AND POSSIBLE DISCUSSION REGARDING PLANS FOR THE TOWN'S 50TH ANNIVERSARY CELEBRATION   ADJOURNMENT The Mayor and Council may, at the discretion of the meeting chairperson, discuss any Agenda item.   POSTED: 9/27/23 at 5:00 p.m. by dt When possible, a packet of agenda materials as listed above is available for public inspection at least 24 hours prior to the Council meeting in the office of the Town Clerk between the hours of 8:00 a.m. – 5:00 p.m. The Town of Oro Valley complies with the Americans with Disabilities Act (ADA). If any person with a disability needs any type of accommodation, please notify the Town Clerk’s Office at least five days prior to the Council meeting at 229-4700. PUBLIC COMMENT ON AGENDA ITEMS The Town has modified its public comment procedures for its public bodies to allow for limited remote/virtual comment via Zoom. The public may provide comments remotely only on items posted as required Public Hearings, provided the speaker registers 24 hours prior to the meeting. For all other items, the public may complete a blue speaker card to be recognized in person by the Mayor, according to all other rules and procedures. Written comments can also be emailed to Town Clerk Michael Standish at mstandish@orovalleyaz.gov for distribution to the Town Council prior to the meeting. Further instructions to speakers are noted below. INSTRUCTIONS TO IN-PERSON SPEAKERS Members of the public shall be allowed to speak on posted public hearings and during Call to Audience when attending the meeting in person. The public may be allowed to speak on other posted items on the agenda at the discretion of the Mayor. If you wish to address the Town Council on any item(s) on this agenda, please complete a blue speaker card located on the Agenda table at the back of the room and give it to the Town Clerk. Please indicate on the blue speaker card which item number and topic you wish to speak on, or, if you wish to speak during Call to Audience, please specify what you wish to discuss. Please step forward to the podium when the Mayor calls on you to address the Council. 1. For the record, please state your name and whether or not you are a Town resident. 2. Speak only on the issue currently being discussed by Council. You will only be allowed to address the Council one time regarding the topic being discussed. 3. Please limit your comments to 3 minutes. 4. During Call to Audience, you may address the Council on any matter that is not on the agenda. 5. Any member of the public speaking must speak in a courteous and respectful manner to those present. INSTRUCTIONS TO VIRTUAL SPEAKERS FOR PUBLIC HEARINGS Members of the public may attend the meeting virtually and request to speak virtually on any agenda item that is listed as a Public Hearing. If you wish to address the Town Council virtually during any listed Public Hearing, please complete the online speaker form by clicking here https://forms.orovalleyaz.gov/forms/bluecard at least 24 hours prior to the start of the meeting. You must provide a valid email address in order to register. Town Staff will email you a link to the Zoom meeting the day of the meeting. After being recognized by the Mayor, staff will unmute your microphone access and you will have 3 minutes to address the Council. Further instructions regarding remote participation will be included in the email. Thank you for your cooperation.    Town Council Regular Session 1. Meeting Date:10/04/2023   Submitted By:Tobin Sidles, Legal Subject Pursuant to A.R.S. §38-431.03 (A)(3) to receive legal advice and A.R.S. §38-431.03 (A)(4) for possible litigation regarding the notice of claims regarding Naranja Drive Attachments No file(s) attached.    Town Council Regular Session A. Meeting Date:10/04/2023   Requested by: Michelle Stine Submitted By:Michelle Stine, Town Clerk's Office Department:Town Clerk's Office SUBJECT: Minutes - September 20, 2023 RECOMMENDATION: Staff recommends approval.  EXECUTIVE SUMMARY: N/A BACKGROUND OR DETAILED INFORMATION: N/A FISCAL IMPACT: N/A SUGGESTED MOTION: I MOVE to approve (approve with the following changes), the September 20, 2023 minutes.  Attachments 9-20-23 Draft Minutes  D R A F T   MINUTES ORO VALLEY TOWN COUNCIL REGULAR SESSION SEPTEMBER 20, 2023 ORO VALLEY COUNCIL CHAMBERS 11000 N. LA CAÑADA DRIVE            REGULAR SESSION AT OR AFTER 6:00 PM   CALL TO ORDER    Mayor Winfield called the meeting to order at 6:00 p.m.   ROLL CALL Present: Joseph C. Winfield, Mayor Melanie Barrett, Vice-Mayor Tim Bohen, Councilmember Harry Greene, Councilmember Joyce Jones-Ivey, Councilmember Josh Nicolson, Councilmember Steve Solomon, Councilmember PLEDGE OF ALLEGIANCE    Mayor Winfield led the audience in the Pledge of Allegiance.   UPCOMING MEETING ANNOUNCEMENTS    Town Clerk Mike Standish announced the upcoming Town meetings.   MAYOR AND COUNCIL REPORTS ON CURRENT EVENT    Councilmember Joyce Jones-Ivey recognized Camden Wilson, a fifth grader at Wilson K-8 School, for her academic excellence and community support. Councilmember Jones-Ivey encouraged involvement and volunteerism for Canyon Del Oro High School's Project Graduation. Mayor Winfield reported that he and his wife had attended the Van Gogh Immersive Experience located at the Oro Valley Market Place. Mayor Winfield encouraged citizens to experience the event and dine at the neighboring Oro Valley restaurants while there. Mayor Winfield also reported that he and his wife had visited the Oro Valley Historical Society's booth at the Farmers Market, held at 9/20/23 Minutes, Oro Valley Town Council Regular Session 1 Steam Pump Ranch, where they obtained a copy of Oro Valley the First 50 Years, written by Oro Valley resident James Williams.   TOWN MANAGER'S REPORT ON CURRENT EVENTS    Town Manager Jeff Wilkins reported that the Oro Valley Parks and Recreation Department had secured a $1,000,000 grant from the Arizona State Parks and Conservation Fund to be utilized towards the Naranja Park pump/skate track. Mr. Wilkins also reported that the Oro Valley Planning Department had received the Best Public Outreach award from the Arizona Chapter of the American Planning Association.   ORDER OF BUSINESS    Mayor Winfield reviewed the order of business and stated the order would stand as posted.   INFORMATIONAL ITEMS    There were no informational items.   CALL TO AUDIENCE    Tom Sommerville, representing the Boys in Blue Law Enforcement Motorcycle Club, voiced appreciation to the Town of Oro Valley and its citizens for honoring their fallen member Randy Herberholz with a sign located at Moore and La Cholla Road. Oro Valley resident Anthony Ferrara voiced his concerns regarding the proposed Oro Valley Church of the Nazarene rezoning request. Sheila Lepley voiced her concerns regarding the proposed Oro Valley Church of the Nazarene rezoning request. Oro Valley resident Karen Steinbronn voiced her concerns regarding the proposed Oro Valley Church of the Nazarene rezoning request. Oro Valley resident Joanne Michaelsen voiced her concerns regarding the proposed Oro Valley Church of the Nazarene rezoning request. Oro Valley resident David Rishor voiced his concerns regarding the proposed Oro Valley Church of the Nazarene rezoning request. Oro Valley resident Tim Fagan voiced his concerns regarding the proposed Oro Valley Church of the Nazarene rezoning request.   PRESENTATIONS   1.Presentation and possible discussion of the Town's FY 22/23 Quarterly Financial Update through June 2023       Finance and Budget Administrator Wendy Gomez presented item #1 and included the following: 9/20/23 Minutes, Oro Valley Town Council Regular Session 2  Finance and Budget Administrator Wendy Gomez presented item #1 and included the following: Highlights General Fund General Fund Revenues - Year to Date General Fund Uses - Year to Date Highway Fund Highway Fund Revenues - Year to Date Highway Fund Expenditures - Year to Date Community Center Fund Community Center Fund Revenues - Year to Date Community Center Fund Uses - Year to Date Discussion ensued amongst Council and staff regarding Presentation item #1.   2.Presentation and possible discussion regarding the Pima Connect Middle Mile fiber project       Deputy Director for the Pima County Public Library Michelle Simon, and Information Technology Director for Pima County Javier Baca, presented item #2 and gave an overview of the Pima Connect Middle Mile fiber project. Discussion ensued amongst Council, Ms. Simon and Mr. Baca, regarding Presentation item #2.   CONSENT AGENDA    Councilmember Bohen requested that Consent item (C) be removed from the Consent Agenda for discussion.   A.Minutes - September 6, 2023      B.Resolution No. (R)23-34, authorizing and approving the Communications Site Lease Agreement between Dish Wireless, LLC and the Town of Oro Valley for the purpose of constructing, installing, maintaining, replacing, improving and operating a communications facility       Motion by Mayor Joseph C. Winfield, seconded by Councilmember Steve Solomon to approve Consent Agenda items (A) and (B).  Vote: 7 - 0 Carried   C.Resolution No. (R)23-35, approving an Intergovernmental Agreement between the Arizona Water Banking Authority and the Town of Oro Valley for M&I firming       Councilmember Bohen requested clarification regarding the proposed agreement for M&I firming. Water Utility Director Peter Abraham provided clarification regarding the proposed Intergovernmental Agreement between the Arizona Water Banking Authority and the Town of Oro Valley for M&I firming.    Motion by Mayor Joseph C. Winfield, seconded by Councilmember Harry Greene to approve item (C) of the Consent agenda.  Vote: 7 - 0 Carried   9/20/23 Minutes, Oro Valley Town Council Regular Session 3 REGULAR AGENDA   FUTURE AGENDA ITEMS    Councilmember Solomon requested a future agenda item for the October 4, 2023, Council meeting, to include discussion and possible action regarding the HOA contributions to golf through the Community Center fund, seconded by Councilmember Greene.   ADJOURNMENT    Motion by Mayor Joseph C. Winfield, seconded by Councilmember Josh Nicolson to adjourn the meeting at 7:35 p.m.  Vote: 7 - 0 Carried     ______________________________________________ Michelle Stine, MMC Deputy Town Clerk I hereby certify that the foregoing minutes are a true and correct copy of the minutes of the regular session of the Town of Oro Valley Council of Oro Valley, Arizona held on the 20th day of September 2023. I further certify that the meeting was duly called and held and that a quorum was present. _______________________________________________ Michael Standish, CMC Town Clerk 9/20/23 Minutes, Oro Valley Town Council Regular Session 4    Town Council Regular Session B. Meeting Date:10/04/2023   Requested by: Jon Hawbaker Submitted By:Jon Hawbaker, Public Works Department:Public Works SUBJECT: Resolution No. (R)23-36, authorizing the Town of Oro Valley (TOV) to enter into an Intergovernmental Grant Agreement (IGA) with the City of Tucson (COT) for the purposes of coordinating federal financial aid to obtain three (3) new replacement buses using the FTA Urbanized Area 5307 Grant   RECOMMENDATION: Staff recommends approval of Resolution No. (R)23-36. Approval authorizes the Public Works department to obtain Federal Transit Administration (FTA) funding for these vehicles.   EXECUTIVE SUMMARY: Mayor and Council authorization is requested to enter into a Grant Agreement with the City of Tucson (COT) so that Oro Valley may receive Federal Transit Administration (FTA) grant funds for vehicle replacements from the FTA Urbanized Area 5307 Grant. This Grant Agreement will allow for the purchase of three vehicles being replaced that exceed seven years of age, are averaging over 175,000 miles each, and have exceeded their useful life per FTA standards.   BACKGROUND OR DETAILED INFORMATION: Chapter 53 of Title 49 United States Code (formally the Federal Transit Act of 1964, as amended) makes financial aid available to municipalities and local units of government showing a substantial effort toward the preservation, improvement, and operation of mass transit systems. Oro Valley, via the FTA Urbanized Area 5307 Grant will be a subrecipient and subject to FTA requirements when spending these funds. The City of Tucson is the Metropolitan Planning Origination’s (MPO) designated recipient of these funds and, as such, is required to monitor all aspects of the spending of these FTA funds.   Per federal regulations, this project was derived from a locally developed, coordinated public planning process and the funds are being distributed on a fair and equitable basis. This Grant Agreement facilitates the pass-through of FTA funds from the FTA to Oro Valley for vehicle replacements.   The City of Tucson Mayor and Council approved this IGA at their September 16, 2023 regularly scheduled meeting.   FISCAL IMPACT: Approving this resolution will allow the Town to obtain grant funding up to $338,000 or 80% of the cost of these vehicles. Per this Grant Agreement, Oro Valley agrees to pay 20% of local match required, anticipated to be $84,501 for three vehicles. Each vehicle will cost approximately $138,834, plus $2,000 in outfitting for a total anticipated expenditure of $140,834 which has been included in this fiscal year budget.    SUGGESTED MOTION: SUGGESTED MOTION: I MOVE to (approve/deny) Resolution No. (R)23-36, authorizing the Town of Oro Valley (TOV) to enter into an Intergovernmental Grant Agreement (IGA) with the City of Tucson (COT) for the purposes of coordinating federal financial aid to obtain three (3) new replacement vehicles using the FTA Urbanized Area 5307 Grant. OR   I MOVE to…   Attachments (R)23-36 COT.TOV IGA  Grant Agreement  RESOLUTION NO. (R)23-36 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF ORO VALLEY, ARIZONA, AUTHORIZING AND APPROVING THE INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF TUCSON AND THE TOWN OF ORO VALLEY FOR THE PURPOSES OF COORDINATING FEDERAL FINANCIAL AID TO OBTAIN THREE (3) REPLACEMENT VEHICLES USING FEDERAL TRANSIT ADMINISTRATION (FTA) FUNDING; AND DIRECTING THE TOWN MANAGER, TOWN CLERK, TOWN LEGAL SERVICES DIRECTOR, OR THEIR DULY AUTHORIZED OFFICERS AND AGENTS TO TAKE ALL STEPS NECESSARY TO CARRY OUT THE PURPOSES AND INTENT OF THIS RESOLUTION WHEREAS, chapter 53 of Title 49 United States Code (formerly the Federal Transit Act of 1964, as amended), makes federal financial aid available to municipalities and local units of government showing a substantial effort toward the preservation, improvement and operation of mass transit systems; and WHEREAS, pursuant to A.R.S. 11-952, the Town of Oro Valley has the authority to enter into agreements with other public agencies to jointly exercise its powers and carry out its responsibilities; and WHEREAS, the City of Tucson is authorized and empowered by provisions of the Tucson Charter to enter into Agreements with other entities within the Tucson Urbanized Area to provide transit related services; and WHEREAS, the City of Tucson applied for and was awarded FTA grants; and WHEREAS, the Town of Oro Valley Public Works Department, Transit Services Division, is in need of replacing service vehicles; and WHEREAS, the Town of Oro Valley, through the City of Tucson, will receive Federal Transit Administration (FTA) grant funding up to 80% of the cost of the vehicles and the Town shall pay approximately twenty (20%) percent of the total purchase cost for the vehicles, anticipated to be $84,501 for three vehicles; and WHEREAS, it is in the interest of the Town of Oro Valley to authorize and approve this Intergovernmental Agreement with the City of Tucson for the purposes of coordinating federal financial aid to obtain three (3) replacement vehicles using FTA funding. NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town of Oro Valley, Arizona, that: SECTION 1. The Mayor and Council hereby authorize and approve the Intergovernmental Agreement (IGA) with the City of Tucson, attached hereto as Exhibit “A” and incorporated herein by this reference, to coordinate federal financial aid to obtain three (3) replacement vehicles using FTA funding. SECTION 2. The Mayor and any other administrative officials of the Town of Oro Valley are hereby authorized to take steps as necessary to execute and implement the terms of the Intergovernmental Agreement. SECTION 3. The Town Manager, Town Clerk, Town Legal Services Director, or their duly authorized officers and agents are hereby authorized and directed to take all steps necessary to carry out the purposes and intent of this resolution. SECTION 4. If any section, subsection, sentence, clause, phrase or portion of this Resolution, or the IGA attached hereto as Exhibit “A”, is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions thereof. SECTION 5. All Oro Valley resolutions or motions and parts of resolutions or motions of the Council in conflict with the provision of this Resolution are hereby repealed. PASSED AND ADOPTED by the Mayor and Town Council of the Town of Oro Valley, Arizona, this 4th day of October, 2023. TOWN OF ORO VALLEY, ARIZONA Joseph C. Winfield, Mayor ATTEST: APPROVED AS TO FORM: Michael Standish, Town Clerk Tobin Sidles, Legal Services Director Date: Date: EXHIBIT “A” 1 {A0215781.docx/} CITY OF TUCSON, ARIZONA DEPARTMENT OF TRANSPORTATION GRANT AGREEMENT BETWEEN THE CITY OF TUCSON AND THE TOWN OF ORO VALLEY FOR FTA GRANT. This Grant Agreement, hereinafter referred to as “Agreement” made and entered into by and between CITY OF TUCSON, ARIZONA, a municipal corporation, hereinafter referred to as “Tucson” and the TOWN of ORO VALLEY, a municipal corporation, hereinafter referred to as the “Oro Valley”, pursuant to A.R.S. 48-5302, et seq., for the purposes of joint cooperation in the purchase and operation of transit vehicles to provide public transit services in the Tucson Urbanized Area;. Recitals WHEREAS, the Mayor and Council of Tucson, are authorized and empowered by provisions of the Tucson Charter to enter into Agreements with other entities within the Tucson Urbanized Area to provide transit related services; WHEREAS, pursuant to A.R.S. 11-952, Oro Valley has the authority to enter into agreements for joint or cooperative action; WHEREAS, Chapter 53 of 49 United States Code, makes financial aid available to municipalities and local units of government showing a substantial effort toward the preservation, improvement and operation of mass transit systems; WHEREAS, the Federal Transit Administration (FTA) Master Agreement dated October 1, 2017, and any subsequent revisions thereto, between Tucson and the FTA governing the administration of vehicles purchased and service provided with federal assistance, are incorporated herein by this reference; WHEREAS, Tucson did apply for and was awarded FTA grants; and WHEREAS, the parties intend to implement and complete the above-referenced program. NOW THEREFORE, Tucson and Oro Valley, pursuant to the above and in consideration of the matters and things set forth herein, do mutually agree as follows. 2 {A0215781.docx/} AGREEMENT 1. Scope of Services. Vehicle Purchase (Capital): 1.1 Oro Valley shall have the financial capacity, as defined in Section 2 of this Agreement, for and purchase three (3) new replacement, ADA compliant vehicles (“the Vehicles”) in accordance with all FTA regulations to be used for Oro Valley Sun Shuttle and Sun Shuttle Dial-A-Ride service. 1.2 The FTA grant amount of up to $338,000 is being passed through Tucson to Oro Valley to purchase the Vehicles. 1.3 Oro Valley agrees to do the following when purchasing the Vehicles: 1.3.1 Complete the purchase through an FTA-approved competitive bid process and request reimbursement within thirty (30) months of the grant award by the Federal Transit Administration. Funding for uncompleted or unbilled purchases will be reassigned at the discretion of Tucson, as needed to close out the grant. This Agreement shall take effect and shall remain in effect until all funds are expended but no more than 30 months from date of execution by the parties to this grant; 1.3.2 Develop a Fleet Maintenance Plan for all FTA funded vehicles and, during the term of the Agreement, complete all preventative maintenance intervals (PMIs) within 30 days or within 10% of the PMI interval prescribed by the vehicle manufacturer, whichever comes first; 1.3.3 List Tucson as lien holder on the title of the Vehicles; 1.3.4 Include Tucson as “additional insured” on Oro Valley’s insurance policy for the Vehicles; 1.3.5 Comply with all Buy America requirements pursuant to FTA regulations; 1.3.6 Per 49 CFR 26.49(a)(1) before making a contract award for the Vehicles, provide the City of Tucson documentation demonstrating the transit vehicle manufacturer (TVM) is an eligible TVM approved by the FTA; 1.3.7 Within thirty (30) days of making a contract award for the Vehicles, submit the name of the successful bidder and total value of the contract to the City of Tucson for reporting to the FTA. 2. Definitions Financial Capacity: To receive a grant under the FTA, a grant applicant or subrecipient must certify that it has or will have the financial capacity to carry out the proposed program of projects. A recipient of FTA funds must be able to match and manage those funds, to cover cost overruns, to cover operating deficits through long-term stable and reliable sources of revenue, and to maintain and operate federally funded facilities and equipment. 3. Obligations of Tucson Tucson will monitor Oro Valley compliance with, and performance under, the terms and conditions of this Agreement. Tucson may make on-site visits for Agreement compliance monitoring any time during Oro Valley normal business hours, announced or unannounced. For auditing purposes Oro Valley shall 3 {A0215781.docx/} make available for inspection and/or copying by the Tucson representatives, all records and accounts relating to the work performed or the services provided under this Agreement, including, but not limited to, purchase agreements, maintenance records and service receipts. 4. Obligations of Oro Valley 4.1 Oro Valley agrees to submit reports, statements and/or plans as required by Tucson or the FTA. Quarterly reports are due on or before the 15th of the month following the end of the quarter (i.e. October 15, January 15, April 15 and July 15); and annual reports are due ninety (90) days after the end of the fiscal year (July 1—June 30). Drug and Alcohol (MIS) Reports are due January 31 for the previous compliance year. REPORT FREQUENCY DESCRIPTION DBE Report - If Grantee or Subrecipient receives over $250,000 in FTA funds within a fiscal year. Quarterly Utilization of Disadvantage Business Enterprise (DBE) Fixed Assets Status Report Annually Inventory of all FTA funded assets Single Audit Report Annually Copy of federally required audit 4.2 Oro Valley agrees to permit the authorized representatives of Tucson, the United States Department of Transportation, and the Comptroller General of the United States to inspect and audit all data and records relating to this Agreement. All required records shall be maintained for a minimum of three (3) years, after the grant has been formally closed. 4.3 Before entering into any third-party contracts, Oro Valley agrees to ensure, to the best of their knowledge and belief, that none of their third-party contractors, principals, and/or affiliates is suspended, debarred, ineligible, or voluntarily excluded from participating in a federally assisted transactions or procurements. To determine such, Oro Valley shall check the Excluded Parties Listing System (EPLS) (https://www.sam.gov/portal/SAM/) and keep a hard copy record of such assurance. 4.4 In performing the services for which federal funding is provided under this Agreement, Oro Valley agrees to comply with all laws, rules, regulations, standards, orders or directives (hereinafter “Laws”) applicable to this Agreement, to the services provided pursuant to this Agreement, and to Tucson as the designated recipient of FTA funding. The Laws referred to above include federal, state and local laws. 4.5 Oro Valley agrees to establish and maintain for the purchase of vehicles and service either a separate set of accounts, or separate accounts within the framework of established accounting system that can be identified with the purchase of vehicles and service, consistent with applicable federal regulations and other requirements that FTA may impose. 4.6 Oro Valley, in connection with any service or other activity under this Agreement, shall not in any way, discriminate against any person on the grounds of race, color, religion, sex, national origin, age, disability, political affiliation or belief. 4.7 Oro Valley agrees to develop a process for soliciting and considering public comment prior to a fare change or a major service reduction. 4 {A0215781.docx/} 4.8 Oro Valley is to assure no Federal appropriated funds have been paid or will be paid, by or on behalf of Oro Valley to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Cong ress, or an employee of a Member of Congress in connection with the awarding of any Federal Agreement, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal agreement, grant, loan, or cooperative agreement. 4.9 Oro Valley, as a subrecipient, agrees to follow the FTA Master Agreement (as amended): https://www.transit.dot.gov/sites/fta.dot.gov/files/docs/funding/grantee-resources/sample-fta- agreements/114766/fta-master-agreement-fy2018.pdf 4.10 Oro Valley agrees to follow FTA Circular 4220.1F (https://www.transit.dot.gov/regulations-and-guidance/fta-circulars/third-party-contracting- guidance ) pursuant to third- party procurements (both capital and operating). 4.11 Oro Valley agrees to follow FTA Circular 5010.1E (https://www.transit.dot.gov/sites/fta.dot.gov/files/docs/regulations-and-guidance/fta- circulars/58051/5010-1e-circular-award-management-requirements-7-16-18.pdf ) pursuant to vehicle service life, vehicle disposal, etc. 4.12 Oro Valley agrees to develop a Limited English Proficiency (LEP) Plan based upon the Federal Department of Transportation’s LEP guidance and FTA Circular 4702.1B (https://www.transit.dot.gov/sites/fta.dot.gov/files/docs/FTA_Title_VI_FINAL.pdf) 4.13 Oro Valley agrees not to provide charter bus service with the vehicles purchased with FTA funds. 4.14 Oro Valley agrees to facilitate a Drug-Free Workplace pursuant to the provisions of the Drug-Free Workplace Act of 1988. 4.15 Oro Valley agrees to develop and facilitate a Drug and Alcohol testing program per 49 CFR Part 655, as amended and 49 CFR Part 40, as amended. 4.16 Oro Valley agrees to follow the FTA Title VI Program relevant to but not limited to: Title VI complaint tracking and resolution, Major Service Change Policy, Disparate Impact Policy, and Disproportionate Burden Policy. 4.17 Oro Valley agrees to develop a Transit Asset Management Plan per 49 CFR Part 625, as amended. 4.18 Oro Valley agrees to report applicable National Transit Database (NTD) information per 49 CFR Part 630, as amended. 5. Mutual Obligation 5.1 Both parties warrant that no person has been employed or retained to solicit or secure this Agreement upon any agreement or understanding for a commission, percentage, brokerage, or contingent fee; and, further, that no member or delegate to Congress, the Tucson Council or any employee of Tucson or Oro Valley has any interest, financial or otherwise, in this Agreement. 5.2 The parties acknowledge that federal funds are being used for the work, purchases, services and/or operations provided under this Agreement. In that regard, Tucson as the designated grant recipient, is obligated to accept and comply with all of the terms and conditions set forth in the FTA Master Agreement. In order for Oro Valley to receive funding under this Agreement with Tucson, Oro 5 {A0215781.docx/} Valley is required to similarly accept and comply with all such terms and conditions and Oro Valley does hereby specifically agree to be bound thereby. Oro Valley is solely responsible for complying with all of the terms and conditions of the FTA Master Agreement and any subsequent revisions whether or not they are set forth in Attachment A. 6. Payment & Billing 6.1 Vehicle Purchase (Capital): Oro Valley shall pay 100% of the Vehicles’ purchase price (including all applicable taxes, fees, and licensing). City of Tucson, pursuant to FTA Grants shall reimburse Oro Valley in an amount up to THREE HUNDRED THIRTY EIGHT THOUSAND DOLLARS ($338,000) or 80% of the Vehicles’ cost (whichever is lesser) within thirty (30) days from receipt of invoice. Such reimbursement shall be conditioned upon evidence of Oro Valley’s payment of the required matching funds of EIGHTY FOUR THOUSAND FIVE HUNDRED DOLLARS ($84,500) or 20% of purchase price of the Vehicles if 80% of the Vehicles’ purchase price is less than THREE HUNDRED THIRTY EIGHT THOUSAND DOLLARS ($338,000). Except as permitted otherwise by Federal Law, Oro Valley agrees to provide sufficient funds along with the Federal financial assistance awarded, that will assure payment of the actual cost of any vehicle covered by this Grant Agreement. Oro Valley will be solely responsible for any cost overages pursuant to the vehicle purchase costs which exceed this Grant Agreement. 6.2 Oro Valley will submit a reimbursement letter to Tucson requesting reimbursement per the terms of this Agreement. The reimbursement letter shall include an invoice and shall be accompanied by all necessary reports and applicable receipts. 6.3 Oro Valley agrees that no local share funds provided will be derived from receipts from the use of vehicles or equipment, revenues of the transit system in which such facilities or equipment are used, or other Federal funds, except as permitted by law. No reimbursements shall be made unless all required reports have been submitted. To be eligible for reimbursement, purchases must be completed, and reimbursement must be requested within thirty (30) months of the grant award by the FTA. Funding for uncompleted or unbilled purchases will be assigned at the discretion of Tucson, as needed to close out the grant. Any monies spent shall show full documentation with invoices and signatures showing receipt of monies. 7. Term and Termination 7.1 Conflicts of Interest – all parties hereto acknowledge that this Agreement is subject to cancellation by either party pursuant to the provisions of A.R.S. Section 38-511. 7.2 Oro Valley agrees that with any breach of the terms of this Agreement Tucson reserves the right to repossess any properties purchased with FTA funds (including but not limited to vehicles purchased). If any properties are repossessed by Tucson, Tucson will not be obligated to reimburse Oro Valley for any of Oro Valley’s real or perceived financial interest in the property. 7.3 This Agreement shall be effective immediately after filing a copy hereof with the office of Tucson City Clerk. For term and termination generally, see Section 1.3.1, herein. 8. Indemnification 8.1 Mutual Indemnity To the fullest extent permitted by law, each party to this Agreement shall indemnify, defend and hold the other party, its governing board or body, officers, departments, employees and agents, harmless from and against any and all suits, actions, legal or administrative 6 {A0215781.docx/} proceedings, claims, demands, liens, losses, fines or penalties, damages, liability, interest, attorney’s, consultant’s and accountant’s fees or costs and expenses of whatsoever kind and nature, resulting from or arising out of any act or omission of the indemnifying party, its agents, employees or anyone acting under its direction or control, whether intentional, negligent, grossly negligent, or amounting to a breach of agreement, in connection with or incident to the performance of this Agreement. 8.2 Notice: Each party shall notify the other in writing within thirty (30) days of the receipt of any claim, demand, suit or judgment against the receiving party for which the receiving party intends to invoke the provisions of this Article. Each party shall keep the other party informed on a current basis of its defense of any claims, demands, suits, or judgments under this Article. 8.3 Negligence of Indemnified Party: The obligations under this Article shall not extend to the negligence of the indemnified party, its agents or employees. 8.4 Survival of Termination: This Article shall survive the termination, cancellation or revocation, whether in whole or in part, of this Agreement. 8.5 Insurance: When requested by the other party, each party shall provide proof to the other of their worker's compensation, automobile, accident, property damage, and liability coverage or program of self-insurance. 8.6 Book and Records: Each party shall keep and maintain proper and complete books, records and accounts, which shall be open for inspection and audit by duly authorized representatives of any other party at all reasonable times. 9. Construction of Agreement 9.1 Entire Agreement: This instrument constitutes the entire Agreement between the parties pertaining to the subject matter hereof, and all prior or contemporaneous Agreement and understandings, oral or written, are hereby superseded and merged herein. 9.2 Amendment: This Agreement shall not be modified, amended, altered or changed except by written agreement signed by both parties. 9.3 Construction and Interpretation: All provisions of this Agreement shall be construed to be consistent with the intention of the parties as expressed in the recitals hereof. 9.4 Captions and Headings: The headings used in this Agreement are for convenience only and are not intended to affect the meaning of any provision of this Agreement. 9.5 Severability: In the event that any provision of this Agreement or the application thereof is declared invalid or void by statute or judicial decision, such action shall have no effect on other provisions and their application which can be given effect without the invalid or void provision or application, and to this extent the provisions of the Agreement are severable In the event that any provision of this Agreement is declared invalid or void, the parties agree to meet promptly upon request of the other party in an attempt to reach an agreement on a substitute provision. 10. Legal Jurisdiction 10.1 Nothing in this Grant Agreement shall be construed as either limiting or extending the legal jurisdiction of Oro Valley or Tucson. 11. No Joint Venture 7 {A0215781.docx/} 11.1 It is not intended by this Grant Agreement to, and nothing contained in this Agreement shall be construed to, create any partnership, joint venture or employment relationship between the parties or create any employer-employee relationship between Oro Valley and any Tucson employees, or between Tucson and any Oro Valley employees. Neither party shall be liable for any debts, accounts, obligations nor other liabilities whatsoever of the other, including (without limitation) the other party's obligation to withhold Social Security and income taxes for itself or any of its employees. 12. Workers’ Compensation 12.1 An employee of either party shall be deemed to be an “employee” of both public agencies while performing pursuant to this Grant Agreement, for purposes of A.R.S. § 23-1022 and the Arizona Workers’ Compensation laws. The primary employer shall be solely liable for any worker’s compensation benefits, which may accrue. Each party shall post a notice pursuant to the provisions of A.R.S. § 23-906 in substantially the following form: All employees are hereby further notified that they may be required to work under the jurisdiction or control or within the jurisdictional boundaries of another public agency pursuant to a Grant Agreement or Agreement, and under such circumstances they are deemed by the laws of Arizona to be employees of both public agencies for the purposes of workers’ compensation. 13. No Third Party Beneficiaries 13.1 Nothing in the provisions of this Agreement is intended to create duties or obligations to or rights in third parties not parties to this Agreement or affect the legal liability of either party to the Agreement by imposing any standard of care with respect to the maintenance of streets and highways different from the standard of care imposed by law. 14. Compliance with Laws. The parties shall comply with all applicable federal, state and local laws, rules, regulations, standards and executive orders, as amended, without limitation to those designated within this Agreement. 14.1 Anti-Discrimination The provisions of A.R.S. § 41-1463 and Executive Order 75-5, as amended by Executive Order 99-4, issued by the Governor of the State of Arizona are incorporated by this reference as a part of this Grant Agreement as if set forth in full herein. 14.2 Americans with Disabilities Act This Agreement is subject to all applicable provisions of the Americans with Disabilities Act (Public Law 101-336, 42 U.S.C. 12101-12213) and all applicable federal regulations under the Act, including 28 CFR Parts 35 and 36.5.1. Tucson and Oro Valley agree to follow all regulations as set forth in the Americans with Disabilities Act of 1990. 15. Waiver. Waiver by either party of any breach of any term, covenant or condition herein contained shall not be deemed a waiver of any other term, covenant or condition, or any subsequent breach of the same or any other term, covenant, or condition herein contained. 16. Force Majeure. A party shall not be in default under this Agreement if it does not fulfill any of its obligations under this Agreement because it is prevented or delayed in doing so by reason of uncontrollable forces. The term “uncontrollable forces” shall mean, for the purpose of this Agreement, 8 {A0215781.docx/} any cause beyond the control of the party affected, including but not limited to failure of facilities, breakage or accident to machinery or transmission facilities, weather conditions, flood, earthquake, lightning, fire, epidemic, war, riot, civil disturbance, sabotage, strike, lockout, labor dispute, boycott, material or energy shortage, casualty loss, acts of God, or action or non-action by governmental bodies in approving or failing to act upon applications for approvals or permits which are not due to the negligence or willful action of the parties, order of any government officer or court (excluding orders promulgated by the parties themselves), and declared local, state or national emergency, which, by exercise of due diligence and foresight, such party could not reasonably have been expected to avoid. Either party rendered unable to fulfill any obligations by reason of uncontrollable forces shall exercise due diligence to remove such inability with all reasonable dispatch. 17. Notification. 17.1 All notices or demands upon any party to this Agreement shall be in writing, unless other forms are designated elsewhere, and shall be delivered in person or sent by mail addressed as follows: City of Tucson: With Copies to: Tucson City Clerk Deputy Director Department of Transportation City of Tucson City of Tucson P.O. Box 27210 P.O. Box 27210 Tucson, AZ 85726-7210 Tucson, AZ 85726-7210 And; Rhett Crowninshield , Transit Services Coordinator Department of Transportation City of Tucson P.O. Box 27210 Tucson, AZ 85726-7210 Oro Valley: With Copies to: Michael Standish, Town Clerk Aimee Ramsey, Assistant Director 11000 N La Canada Dr Public Works Oro Valley, AZ 85737 11000 N La Canada Dr Oro Valley, AZ 85737 Or such other address as either party shall designate by written notice to the other. [Remainder of page left blank intentionally. Signatures on following page.] 9 {A0215781.docx/} 18. Remedies. 18.1 Either party may pursue any remedies provided by law for the breach of this Agreement. No right or remedy is intended to be exclusive of any other right or remedy and each shall be cumulative and in addition to any other right or remedy existing at law or in equity or by virtue of this Agreement. In Witness Whereof, the ORO VALLEY has caused this Agreement to be executed by its Mayor, upon resolution of the ORO VALLEY Mayor and Council and attested to by its Clerk, and Tucson has caused this Agreement to be executed by the Mayor upon resolution of the Mayor and Council and attested to by its Clerk. ATTEST: CITY OF TUCSON: Roger Randolph, Tucson City Clerk Regina Romero, Mayor Oro Valley: Oro Valley: Jeff Wilkins, Town Manager Joseph C. Winfield, Mayor ATTEST: ________________________________ Michael Standish, Oro Valley Town Clerk ATTORNEY CERTIFICATION The foregoing Agreement between the Oro Valley and the City of Tucson 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 the party represented by him or her. Oro Valley Attorney Date City of Tucson Attorney Date    Town Council Regular Session 1. Meeting Date:10/04/2023   Requested by: Matthew Jankowski, Parks and Recreation  Submitted By:Matthew Jankowski, Parks and Recreation Case Number:N/A SUBJECT: RESOLUTION NO. (R)23-37, DISCUSSION AND POSSIBLE ACTION TO APPROVE A LAND WATER CONSERVATION GRANT AWARD IN THE AMOUNT OF $1,000,000 FOR THE NARANJA PARK SKATE/PUMP TRACK RECOMMENDATION: Staff recommends approval of this item. EXECUTIVE SUMMARY: The project associated with this grant submittal was the new Skate Park and Pump Track amenity as a part of the Naranja Park expansion project.  The grant request was for $1,000,000 from the Arizona State Parks Land Water Conservation Fund program, and required a 100% match, which was realized through the work currently ongoing as a part of the expansion project.   BACKGROUND OR DETAILED INFORMATION: Work began on this grant proposal in January of 2023 with its completion and submission finalized in April.  The project associated with the grant submittal was the new Skate Park and Pump Track amenity since the project was already underway and the Town was already committed to matching the funds as part of the Naranja Park expansion project.  The grant request was for $1,000,000 from the Arizona State Parks Land Water Conservation Fund program, and required a 100% match, which was realized through the work currently ongoing as a part of the expansion project.  Following the grant submission, it was reviewed by the Arizona Outdoor Recreation Coordinating Commission (AORCC) during their June 7, 2023, public meeting, and then went before the Arizona State Parks Board during their June 15, 2023, public meeting.  Staff attended both meetings to provide background on the project as well as answer questions from the commission and board, both of which ultimately recommended the grant for approval.  Town staff received notice of the grant award on August 31, 2023, with the draft agreement being provided on September 9, 2023. FISCAL IMPACT: The impact will be $1,000,000 in revenue for the Naranja Park Skate Park/Pump Track project. SUGGESTED MOTION: I MOVE to approve Resolution No. (R)23-37, accepting a $1,000,000 grant award from Arizona State Parks Land Water Conservation Fund. Attachments (R)23-37 Naranja Park Skate Pump Track Grant Agreement  Exhibit A  RESOLUTION NO. (R)23-37 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF ORO VALLEY, ARIZONA, AUTHROIZING AND APPROVING AN AGREEMENT BETWEEN THE TOWN OF ORO VALLEY AND THE ARIZONA STATE PARKS BOARD FOR FUNDING OF THE NARANJA PARK SKATE/PUMP TRACK; AND DIRECTING THE TOWN MANAGER, TOWN CLERK, TOWN LEGAL SERVICES DIRECTOR, OR THEIR DULY AUTHORIZED OFFICERS AND AGENTS TO TAKE ALL STEPS NECESSARY TO CARRY OUT THE PURPOSES AND INTENT OF THIS RESOLUTION WHEREAS, the Town of Oro Valley Parks and Recreation Department was granted funding under the Land and Water Conservation Fund Grant Program for the Naranja Park Skate/Pump Track; and WHEREAS, in order to receive the funds, the Town needs to enter the Project Sponsor Agreement, attached hereto as Exhibit “A”, with the Arizona State Parks Board; and WHEREAS, Under the Project Sponsor Agreement, the Town of Oro Valley will receive $1,000,000.00 to fund the Naranja Park Skate/Pump Track; and WHEREAS, it is in the best interests of the Town to enter into the Project Sponsor Agreement (attached hereto as Exhibit “A” and incorporated herein by this reference) between the Town of Oro Valley and the Arizona State Parks Board in order to receive funds which will be used to fund the Naranja Park Skate/Pump Track. NOW THEREFORE BE IT RESOLVED by the Mayor and Town Council of the Town of Oro Valley, Arizona, that: SECTION 1. The Project Sponsor Agreement, attached hereto as Exhibit “A”, to fund the Naranja Park Skate/Pump Track is hereby authorized and approved. SECTION 2. The Town Manager, Town Clerk, Town Legal Services Director, or their duly authorized officers and agents are hereby authorized and directed to take all steps necessary to carry out the purposes and intent of this resolution. SECTION 3. All Oro Valley resolutions or motions and parts of resolutions or motions of the Council in conflict with the provision of this Resolution are hereby repealed. SECTION 4. If any section, subsection, sentence, clause, phrase or portion of this Resolution, or the Project Sponsor Agreement attached hereto as Exhibit “A” is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions thereof. PASSED AND ADOPTED by the Mayor and Town Council of the Town of Oro Valley, Arizona this 4th day of October, 2023. TOWN OF ORO VALLEY, ARIZONA ______________________________ Joseph C. Winfield, Mayor ATTEST: APPROVED AS TO FORM: Michael Standish, Town Clerk Tobin Sidles, Legal Services Director Date: Date: EXHIBIT “A” Arizona State Parks and Trails 1110 W Washington St, Suite 100, Phoenix, AZ 85005 PROJECT SPONSOR AGREEMENT This Agreement is entered into by and between the Arizona State Parks Board (BOARD) and The town of Oro Valley (PROJECT SPONSOR) becomes effective on the date of signature by the authorized representative of Arizona State Parks and Trails. PROJECT TITLE: Naranja Park Skate/Pump Track PROJECT NUMBER: ASP # 04-00793 FAIN#: P23AP01894-00 DUNS #: 15.916 THIRD PARTY PARTICIPANT’S NAME: FY OF REVENUE: 2023 PROJECT PERIOD: 10/01/2023 – 12/31/2026 GRANT PROGRAM: Land and Water Conservation Fund GRANT AMOUNT LWCF: $1,000,000.00 Oro Valley Match: $1,000,000.00 TOTAL PROJECT COST: $2,000,000.00 APPROVED SCOPE OF WORK AND SPECIAL CONDITIONS: Attachment A AUTHORITIES TO ENTER INTO THIS AGREEMENT: (statute, resolution, minutes, etc.) STATUTE: A.R.S. §41-511.26 Resolution: Will need a signed resolution AWARDING OFFICIAL ON BEHALF OF THE ARIZONA STATE PARKS BOARD: _______________________________________ ________________________ Signature Date Kevin Brock Assistant Director ACCEPTANCE OF ALL TERMS OF THIS AGREEMENT AND ITS ATTACHMENTS IS ACKNOWLEDGED BY THE PROJECT SPONSOR’S SIGNATURE BELOW. PARTICIPANT ATTORNEY APPROVAL AS TO FORM AND AS BEING WITHIN THE AUTHORITY OF THE PROJECT SPONSOR (optional) Joseph Winfield, Mayor Date ____________________________________________ Attorney’s Signature _____________________________________________ Name (Typed) ____________________ Date The most recent version of the General Provisions based on the Project Sponsor and project type are attached and incorporated into this agreement. Arizona State Parks and Trails PROJECT SPONSOR AGREEMENT Attachment A Approved Project Scope and Special Conditions PROJECT SPONSOR: Town of Oro Valley PROJECT TITLE: Naranja Park Skate/Pump Track PROJECT NUMBER: 04-00793 PROJECT DESCRIPTION: Oro Valley is seeking funding for a skate park and pump track portion of the park development plan were identified through public collaboration and staff recommendation as the park design was developed. This amenity does not currently exist within the Town of Oro Valley. The closest skate park (Continental Ranch Community Park) is over eight (8) miles outside of the town limits and all routes available to take to the location require motorized vehicle use and more than 15 minutes in drive-time. There are no pump tracks in the greater Tucson/Pima County region. Due to these reasons the skate park and pump track amenity was selected for inclusion as a part of the design process. The location for the skate park will be in the northern portion the park that has not previously been developed. This area will encompass 110,000 sq. ft and include a mix of concrete, hardscape, landscaped vegetation, fencing, lighting, a restroom, and parking. APPROVED PROJECT SCOPE: Construction…………………….………………………………………………………. $ 1,871,812.00 Equipment……………..…………….………………………………………………….. $ 128,188.00 Total: $ 2,000,000.00 DESCRIPTION AND SOURCE(S) AND AMOUNTS FOR APPROVED MATCH This project is funded with Land and Water Conservation Funding. Each reimbursement request must include a minimum 50% match. SPECIAL CONDITIONS: The area acquired and/or developed with LWCF grant assistance shall be available to the general public for outdoor recreation use in perpetuity. Approved project work shall start no later than the specified project start up date. Development activities must begin within 6 months of the fully executed particpant agreement. The administration of this grant agreement is additionally subject to the contents of the “found at: https://www.azparkgrants.com/fileDownload.do?filename=1660836761151_2022- 2023%20Admin%20Guidelines.pdf Detailed quarterly reporting on forms provided is required. Failure to provide these reports when requested will result in points being deducted in future funding requests. First report is due on December 31, 2023 and staff will set up these reports in our on-line system. See the General Provisions OTHER CONDITIONS All other terms and conditions remain unchanged. Allocated project funds can only be expended on the designated scope items. Project costs above 10% of any line item must be approved by park staff prior to submitting that reimbursement.    Town Council Regular Session 2. Meeting Date:10/04/2023   Submitted By:David Gephart, Finance Department:Finance SUBJECT: DISCUSSION AND POSSIBLE ACTION REGARDING HOA CONTRIBUTIONS FOR GOLF THROUGH THE COMMUNITY CENTER FUND RECOMMENDATION: N/A EXECUTIVE SUMMARY: N/A BACKGROUND OR DETAILED INFORMATION: Councilmember Solomon and Councilmember Greene requested this agenda item. FISCAL IMPACT: N/A SUGGESTED MOTION: I MOVE to... Attachments Canada Hills Agreement  Pusch Ridge Agreement  Golf Financial Analysis  THE TOWN OF ORO VALLEY'S CONTRIBUTION AGREEMENT WITH CANADA HILLS COMMUNITY ASSOCIATION AND THE VILLAGES OF LA CANADA MASTER ASSOCIATION THIS AGREEMENT("Agreement")is made and entered into by the TOWN OF ORO VALLEY, an Arizona municipal corporation ("the Town") with CANADA HILLS COMMUNITY ASSOCIATION,an Arizona nonprofit corporation("Canada Hills"),and THE VILLAGES OF LA CANADA MASTER ASSOCIATION,an Arizona nonprofit corporation Villages").In this document,the Town,Canada Hills,and Villages are sometimes collectively referred to as the"Parties,"and each is sometimes individually referred to as a"Party." RECITALS A. The Town,as of the date of this Agreement,operates three golf courses,the 18- hole Conquistador Golf Course,18-hole Canada Golf Course,and 9-hole Resort Course.The golf courses which are the subject of this Agreement are solely the 18-hole Conquistador Golf Course and the 18-hole Canada Golf Course(hereinafter,the"Town Golf Courses"). B. On October 2,2019,the Mayor and Council for the Town passed a motion to continue operating the Town Golf Courses with certain contingencies,one of which was to direct Town staff to negotiate with Canada Hills and Villages for certain financial contributions to help reduce the tax support necessary to operate the golf courses for a period of ten(10)years,and this Agreement is intended to satisfy that contingency,despite differences herein. Accordingly,the Parties hereby agree as follows: AGREEMENT 1. Canada Hills'and Villages'Financial Contributions to the Town:Canada Hills will pay to the Town,annually,for five years starting April 1,2021,and on the same day of each year thereafter,through April 1,2025,installments of$100,000.00,and Villages shall pay to the Town,annually,and at the same times,through April 1,2025,installments of$25,000.00. Between February 1,2025 and April 1,2025,the Town,Canada Hills and Villages will in good faith negotiate the timing and amount of Canada Hills'and Villages'respective financial contributions to the Town,if any,relative to this Agreement through the end of the calendar year 2030. If an agreement in writing among all Parties in this regard is not reached by April 2,2025,or some other date that each of Canada Hills,Villages and the Town mutually agree to in writing,this Agreement shall automatically terminate as of April 2,2025. Canada Hills and Villages will exercise all rights they have under their respective declarations, covenants,conditions and restrictions and other governing documents,including rights to levy assessments, impose liens, and otherwise collect sufficient funds from their respective Association members in order to pay the aforementioned financial contributions to the Town under this Agreement. 1 4844-1957-6770 2. Town Obligation Regarding the Conquistador Golf Course and the Canada Golf Course. The Town will act in good faith to fulfill all of the contingencies placed upon it by its Mayor and Council for the continued operation of the Town Golf Courses.These contingencies are currently those passed by the Town's Mayor and Council on October 2,2019 and November 20,2019.The material contingencies for purposes of this agreement are:Conquistador Golf Course irrigation and repairs to be completed in 2022 and irrigation and repairs for the Canada Course in 2023.Notwithstanding the foregoing,Canada Hills and Villages agree that it may be necessary to postpone irrigation repairs for a period of time mutually agreed to by the parties negotiating in good faith,if the tax revenue and operating revenue are not sufficient to fund said improvements due to the economic impact of the 2020 pandemic,but nothing herein shall be construed to require negotiation to extend the term of this Agreement or to postpone repairs beyond the term of this Agreement. The Town shall not be deemed to have discontinued golf course operations at the Conquistador golf course or the Canada golf course due to the temporary closure of all or portions of said course(s)for a reasonable period of time under the circumstances(a)for over seeding, construction,maintenance,or repair;(b)to protect one or both of those golf courses and/or the health,safety,and welfare of the members,guests,or employees thereof for reasons of force majeure including,but not limited to,acts of war,insurrection,civil strife and commotion, labor unrest,pandemic,natural disaster or Acts of God. 3. Security to Town.Canada Hills and Villages agree to establish a reasonable form of security for their promises to pay the annual amounts they have committed to pay,which form of security is satisfactory to and approved by the Oro Valley Town Manager. 4. Valid Authority to Execute:Each individual signing this Agreement on behalf of an entity represents and warrants to all of the parties to this Agreement that said individual has the authority to execute this Agreement and bind the entity. Canada Hills and Villages,each represent for itself,that it is legally authorized to execute and deliver this Agreement,and all other documents referenced herein,and has all necessary or required consents necessary to bind it to this Agreement. 5. Breach;Termination:If Canada Hills or Villages should fail to timely pay the sums due hereunder,the Town is entitled,as its sole and exclusive remedies,to pursue payment of the delinquent amounts and to enforce any security under Paragraph 3 with respect thereto.Unpaid or untimely paid monies shall accrue interest at the prime rate of interest prime as published in the Wall Street Journal on the date monies are due,plus 3%. If the Town materially breaches this Agreement,then at the written election of Canada Hills or Villages this Agreement shall terminate and the Town shall return all payments made by Canada Hills and Villages within the past twelve months only of such termination,and shall pay interest on those monies at the prime rate of interest prime as published in the Wall Street Journal on the date the refundable monies were paid plus 3%;except that should termination occur prior to the Town having completed the irrigation and repair to the Conquistador Golf Course and Canada Golf Course as provided in Paragraph 2 above,the Town shall return all 2 4844-1957-6770 payments made by Canada Hills and Villages within the past thirty-six months of such termination,with interest thereon as provided above. The Town agrees to maintain the Town Golf Courses in objectively reasonable good condition. Should the Town breach its obligation of the preceding sentence,regardless of whether any force majeure"event under Paragraph 2 above may prevent or delay actual operation of either or both of the Town Golf Courses,either Canada Hills or Villages,or both of them,may give notice of termination of this Agreement.Upon such notice,this Agreement shall terminate and the Town shall return all payments made by Canada Hills and Villages within the past twelve months only of such termination,except that should termination occur prior to the Town having completed the irrigation and repair to the Conquistador Golf Course and Canada Golf Course as provided in paragraph 2 above,the Town shall return all payments made by the Villages and Canada hills for the past thirty-six months only of such termination,with interest thereon as provided above. 6. Attorney Fees and Costs:If any Party fails to perform any of its obligations under this Agreement,or if a dispute arises concerning the meaning or interpretation of any provision of this Agreement,the defaulting party or the party not prevailing in the dispute,as the case may be,shall pay any and all costs and expenses incurred by the other party in enforcing or establishing its rights under this Agreement,including,without limitation,taxable court costs and reasonable attorney fees. 7. Information and Cooperation:The Parties agree to provide each other with any information, documents,and cooperation reasonably requested to fulfill the purpose of this Agreement. Moreover,each Party will,whenever and as often as it shall be reasonably required by any other party,execute,acknowledge,and deliver,or cause to be executed,acknowledged,and delivered,such further instruments and documents as may be reasonably necessary in order to complete the transactions and agreements herein provided and to do any and all other acts and to acknowledge, execute, and deliver any and all documents which may be reasonably requested in order to reasonably carry out the intent and purposes of this Agreement. 8. Construction:This Agreement shall be construed as a whole and in accordance with its fair meaning and without regard to or considering any presumption or other rule of law requiring construction against the party preparing this Agreement or any part hereof.If any provision or term of this Agreement shall be held or determined to be unenforceable,the balance of this Agreement shall nevertheless continue in full force and effect,unaffected by such holding or determination.In addition,the waiver of any provision does not constitute a waiver of any other provision or obligation thereunder. 9. Governing Law:This Agreement is governed,interpreted,and construed in accordance with the laws of the State of Arizona,without regard to its conflict of laws rules. 10.Venue:Any lawsuit to enforce any provision of this Agreement or to obtain any remedy with respect to this Agreement shall be brought in the Pima County Superior Court,and for this purpose the Parties expressly and irrevocably consent to the jurisdiction of the Pima County Superior Court. 3 4844-19.57-6770 11.Modification:The terms of this Agreement cannot be modified except in a writing signed by all the Parties. 12.Captions:The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience,and do not define,limit,construe or describe the scope or intent of such sections or articles of this Agreement. 13.Assigns,Representatives,and Successors:This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors in interest and assigns;provided, however,that no assignment of this Agreement shall in any way relieve the assignor of its obligations under this Agreement.The Parties agree that this Agreement will run with the land during its term. 14.Effective Date/Term/Renewal:This Agreement shall be effective from the date of execution by all Parties,conditioned upon approval of the final terms of this Agreement by the Town Council.This Agreement shall remain in full force and effect through March 31,2031,unless sooner terminated as provided herein.This Agreement may be extended only by written agreement of the Parties. 15.Nature of Agreement:This Agreement is solely an agreement by which Canada Hills and Villages agree to contribute money to the Town.Nothing herein amends,limits,waives or otherwise affects any other agreement,covenant,easement or other instrument which may relate to or affect the Town Golf Courses(each,a"Document").Further,this Agreement is not integrated in whole or in part with any such"Document,"nor is it a settlement or compromise of any claim or of the terms or provisions of any other Document.Nothing in the foregoing shall be construed as an admission of enforceability or validity of any other Document. 16.Counterparts and Signatures:This Agreement may be executed in multiple counterparts, each of which shall,for all purposes,be deemed an original and all of which,taken together, shall constitute one and the same agreement.In addition,facsimile or otherwise electronically scanned signatures are deemed to be sufficient and originals.The date the last party signs this document is the date of execution. Signatures on following page] 4 4844-1957-6770 BY SIGNING BELOW,THE PARTIES WARRANT AND AGREE THAT THEY HAVE READ ALL OF THIS AGREEMENT, FULLY UNDERSTAND THE CONTENTS AND EFFECT OF THIS AGREEMENT, AND THAT THEY APPROVE OF AND VOLUNTARILY ACCEPT THE TERMS AND PROVISIONS OF THIS AGREEMENT. TOWN OF ORO VALLEY,an Arizo municipal corporation B .MaryJf adobs, wnToManager,as Authorized.g Date: 1''/S- ,2020. CANADA HILLS COMMUNITY ASSOCIATION,an Arizona non-profit corporations By:as Authorized. Date: )).S / 72020. VILLAGES OF LA CANADA MASTER ASSOCIATION,an Arizona non-profit corporation By:C/ as Authorized. Date: 020. 5 4844-1957-6770 E-SIGNED by Mike Standishon 2021-09-13 21:33:20 GMT E-SIGNED by Tobin Sidleson 2021-09-13 16:31:36 GMT E-SIGNED by Mary Jacobson 2021-09-13 16:14:03 GMT E-SIGNED by Mary Jacobson 2021-09-13 16:14:06 GMT    Town Council Regular Session 1. Meeting Date:10/04/2023   Town of Oro Valley 50th Anniversary Celebration Subject PRESENTATION AND POSSIBLE DISCUSSION REGARDING PLANS FOR THE TOWN'S 50TH ANNIVERSARY CELEBRATION Summary Attachments No file(s) attached.