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HomeMy WebLinkAboutResolution 2005-009 agreement with continental ranch community association to modify tennis courts F ..'ANN ~ODRIGUEZ, RECORDER DOCKET: 12472 RECORD~D BY: J V PAGE: 3683 DEPUTY RECORDER NO. OF PAGES: 6 4437 PE3 SEQUENCE: 20050130904 SMARA 01/20/2005 TOWN OF MARANA RES 16:09 ATTN: TOWN CLERK 13251 N LON ADAMS RD MAIL MARANA AZ 85653 AMOUNT PAID $ 8.50 MARANA RESOLUTION NO. 2005-09 RELATING TO DEVELOPMENT; APPROVING AND AUTHORIZING THE MAYOR TO EXE- CUTE AN AGREEMENT WITH THE CONTINENTAL RANCH COMMUNITY ASSOCIATION TO MODIFY TENNIS COURTS AND FUNCTIONALLY REPLACE THEM WITH A PUBLIC PARKING LOT A V AILABLE FOR USE IN CONNECTION WITH CONTINENTAL RANCH PARK. WHEREAS, the Town of Maran a and Continental Ranch Community Association (CRCA) desire to modify the tennis courts owned by CRCA to functionally replace them with a public park- ing lot; and .: WHEREAS, CRCA is willing to commit to a lease allqwing public use of the parking lot for the benefit of Town-owned Continental Ranch Park provided that the Town constructs and maintains the parking lot and turns control of the parking lot over to CRCA upon the termination ofthe lease; and WHEREAS, the Mayor and Council ofthe Town of Maran a feel it is in the best interests of the public to enter into this agreement. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, that the agreement between the Town of Maran a and CRCA, attached to and incorporated by this reference in this resolution as Exhibit A is hereby approved, and the Mayor is hereby authorized to execute.it for and on behalf ofthe Town of Mar ana. . IT IS FURTHER RESOLVED that the Town's Manager and staff are hereby directed and authorized to undertake all other and further tasks required or beneficial to carry out the terms, obli- gations, and objectives of the aforementioned agreement. PASSED, ADOPTED, and APPROVED by the Mayor and Council of the Town of Maran a, Arizona, this 18th day of January, 2005. I ~~fft::.Jr. 1 ATTEST: ~",'''rr',/~ 2; ~ OF~ ,a ~~~\"",rrr,,,~ ~ '7 S ~""~PORATE \ ~ :2 =1 ceo 5= fi) ~ ~ SEAL i' ;:: 3; ~~,,~ 6 ~ rt"-s ~ -i~1Z '\~ ~ E~ ~"II!Ji'\\\'~ 3 / FJC:cds Jlll/05 0 ' , k F. ANN RO~RIGUEZ,CORDER RECORDED BY: J_V DEPUTY RECORDER 4437 PE3 SMARA TOWN OF MARANA ATTN: TOWN CLERK 13251 N LON ADAMS RD MARANA AZ 85653 of PI ~~~~~~~~ w~ I ~z ~N\ ~ ~~ 9Rrzo~~' DOCK 12472 PAGE 3689 NO. OF PAGES: 5 SEQUENCE: 20050130905 01/20/2005 AG 16:09 MAIL AMOUNT PAID S 8.00 PARKING LOT AGREEMENT AND LEASE THIS AGREEMENT is entered into by and between the TOWN OF MARANA, an Arizona municipal corporation ("Town") and CONTINENTAL RANCH COMMUNITY ASSOCIATION, an Arizona non-profit corporation ("CRCA"). The Town and CRCA are sometimes collectively referred to as the "Parties". RECITALS A. CRCA owns a community center with tennis courts located on Pima. County Assessor's Parcel No. 226-22-O11N, on North Coachline Boulevard, Marana, Arizona, across Coachline from Town-owned Continental Ranch Park (the "Park"). B. The Parties desire to modify the tennis courts to functionally replace them with a public parking lot {the "Project"). C. The Town is willing to undertake the cost of constructing and maintaining the parking lot provided that it receives in exchange a binding lease providing that the parking lot be available to the public for use in connection with the Park. D. CRCA is willing to commit to the lease allowing public use of the parking lot provided that the Town constructs and maintains the parking lot and turns control of the parking lot over to CRCA upon the termination of the lease as provided in this Agreement. AGREEMENT Now, THEREFORE, in consideration of the foregoing recitals and the other matters set forth in this Agreement, the Parties agree as follows: 1. Design. The Town shall cause the parking lot layout and construction plans to be prepared based on feedback and approval from CRCA's Executive Director. 2. Construction. The Town shall at its cost demolish the tennis courts and construct the parking lot, with completion of construction expected not later than May 1, 2005. 3. Cooperation. During the design and construction of the parking lot and demolition of the tennis courts, the Parties shall cooperate and coordinate so that disruption of the Parties' normal activities is minimized, and the value of the properly and improvements is maximized 4. Lease. CRCA hereby leases to the Town the land where the parking lot is located for a period of ten years from the completion of the construction of the parking lot for use solely as a public parking lot. 5. Renewal. At the conclusion of the initial ten-year lease term, the Town may at its option, extend the lease for successive ten-year terms in consideration for the continued operation and maintenance of the parking lot by the Town; provided, however, that CRCA may at any time {00000391.DOC / 3} _ 1 _ 12/2012004 11:02 AM _~ 5. Renewal. At the conclusion of the initial ten-year lease term, the Town may at its option, extend the lease for successive ten-year terms in consideration for the continued operation and maintenance of the parking lot by the Town; provided, however, that CRCA may at any time during the last year of the lease term or any extension of it, give the Town a notice of termination of the lease in which case the lease shall terminate at the end of that lease term or extension. 6. Maintenance. During the lease term and any extensions of it, the Town shall provide maintenance and repair of the parking lot. Routine landscape and trash collection shall remain the responsibility of CRCA. 7. Conflict of Interest. This Agreement maybe terminated by the Town in certain instances involving conflicts of interest, as provided in A.R.S. § 38-~ i 1. 8. Cooperation and Alternative Dispute Resolution. (a) Appointment of Representatives. To further the commitment of the Parties to cooperate in the progress of the Project, the Town and CRCA each shall designate and appoint a representative to act as a liaison between the Town and its various departments and CRCA. The initial representative for the Town (the "Town Representative") shall be the Development Services Administrator, and the initial representative for CRCA shall be Trish Ledbetter, CRCA Association Manager, or a replacement to be selected by CRCA. 'The representatives shall be available at all reasonable times to discuss and review the performance of the Parties to this Agreement and the development of the Project. (b) Default; Remedies. If either Party defaults (the "Defaulting Party") with respect to any of that Party's obligations under this Agreement, the other Party (the "Non-Defaulting Party") shall be entitled to give written notice in the manner prescribed in paragraph 9 below to the Defaulting Party, which notice shall state the nature of the default claimed and make demand that such default be corrected. The Defaulting Party shall then have (i) thirty days from the date of the notice to cure the default if action other than the payment of money is reasonably required, or (ii) if the default cannot reasonably be cured within sixty days, then such longer period as may be reasonably required, provided and so long as the cure is promptly commenced within sixty days and thereafter diligently prosecuted to completion. If any default is not cured within the applicable time period set forth in this paragraph, then the Non-Defaulting Party shall be entitled to begin the mediation and arbitration proceedings set forth in paragraphs (c) and (d) below. This paragraph shall not limit any other rights, remedies, or causes of action that either party may have at law or in equity. (c) Mediation. If there is a dispute under this Agreement which the Parties cannot ' resolve between themselves, the Parties agree that there shall be a forty-five day moratorium ~° on arbitration during which time the Parties agree to attempt to settle the dispute by n~ nonbinding mediation before commencement of arbitration. Thee mediation shall be held N~, under the commercial mediation rules of the American Arbitration Association. The matter in dispute shall be submitted to a mediator mutually selected by CRCA and the Town. If the Parties cannot agree upon the selection of a mediator within seven days, then within three days thereafter, the Town and CRCA shall request the presiding judge of the Superior Court in and for the County of Pima,. State of Arizona, to appoint an independent mediator. The mediator selected shall have at least five years' experience in mediating or arbitrating {00000391.DOC / 3} _ 2 _ 12/20/2004 11:02 AM disputes relating to real estate development. The cost of any such mediation shall be divided equally between the Town and CRCA. The. results of the mediation shall be nonbinding on the Parties, and any Party shall be free to initiate arbitration after the moratorium. (d) Arbitration. After mediation (paragraph (c) above) any dispute, controversy, claim or cause of action arising out of or relating to this Agreement shall be settled by submission of the matter by both Parties to binding arbitration in accordance with the rules of the American Arbitration Association and the Arizona Uniform Arbitration Act, A.R.S. § 12-501 et seq., and judgment upon the award rendered by the arbitrator(s) may be entered in a court having jurisdiction. 9. Notices and Filings. All notices, filings, consents, approvals. and other communications provided for in or given in connection with this Agreement shall be validly given, filed, made, transmitted or served if in writing and delivered personally or sent by registered or certified United States mail, postage prepaid, if to (or to such other addresses as any Party may from time to time designate in writing and deliver in a like manner): To the Town: Town of Marana Town Manager 13251 N. Lon Adams Road Marana, Arizona 85653 To CRCA: Continental Ranch Community Association 9150 N. Coachline Blvd. Tucson, Arizona 85743 10. Waiver. No delay in exercising any right or remedy shall constitute a waiver of that right or remedy, and no waiver by the Town or CRCA of the breach of any covenant of this Agreement shall be construed as a waiver of any preceding or succeeding breach of the same or any other covenant or condition of this Agreement. 11. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The signature pages from one or more counterparts may be removed from such counterparts and s'ach sgn2t~.1r? rages all attached to a single instnit?~lent so that the signahires of all Parties may be physically attached to a single document. 12. Headings and Recitals. The descriptive headings of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement. The Recitals .set forth at the beginning of this Agreement are hereby acknowledged, confirmed to be accurate and incorporated here. 13. Further Acts. Each of the Parties shall execute and deliver all documents and perform all acts as reasonably necessary, from time to time, to carry out the matter contemplated by this Agreement. Without limiting the generality of the foregoing, the Town shall cooperate in good faith and process promptly any requests and applications for plat or permit approvals or revisions, and other necessary approvals relating to the Project by CRCA and its successors. 14. No Partnership and Third Parties. It is not intended by this Agreement to, and nothing contained in this Agreement shall, create any partnership, joint venture or other arrangement between CRCA and the Town. No term or provision of this Agreement is intended to, or shall be {00000391.DOC / 3} _ 3 _ 12/20/2004 11:02 AM for the benefit of any person, firm, organization or corporation not a party to this Agreement, and no such other person, firm, organization or corporation shall have any right or cause of action under this Agreement. 15. Other Instruments. Each Party shall, promptly upon the request of the other, have acknowledged and delivered to the other any and all further instruments and assurances reasonably requested or appropriate to evidence or give effect to the provisions of this Agreement. 16. Imposition of Duty by Law. This Agreement does not relieve any Party of any obligation car responsibility imposed upon it by law. 17. Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement. All prior and contemporaneous agreements, representation and understanding of the Parties, oral or written, are hereby superseded and merged in this Agreement. 18. Severability. If any provision of this Agreement is declared void or unenforceable, it shall be severed from the remainder of this Agreement, which shall otherwise remain in full force and effect. If a law or court order prohibits or excuses the Town from undertaking any contractual commitment to perform any act under this Agreement, this Agreement shall remain in full force and effect, but the provision requiring the act shall be deemed to permit the Town to act at its discretion, and if the Town fails to act, CRCA shall be entitled to terminate this Agreement. 19. Governing Law. This Agreement is entered into in Arizona and shall be construed and interpreted under the laws of Arizona, and the Parties agree that any litigation or arbitration shall take place in Pima County, Arizona. Nothing in the use of the word "litigation" in the preceding sentence shall constitute a waiver of paragraph 8(d), requiring disputes to be resolved by binding arbitration. [The remainder of this page left blank intentionally.] {00000391.DOC / 3} _ 4 _ 12/20/2004 11:02 AM i ~ ~ . ~- ~ 20. Recordation. The Town shall record this Agreement in its entirety in the office of the Pima County Recorder no later than ten days after it has been executed by the Town and CRCA. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date set forth below their respective signatures. TOWN: THE TOWN OF MARANA, an Arizona municipal corporation sy: = y ut n, Jr., Mayor CRCA: CONTINENTAL RANCH CONIMCTNITY ASSOCIATION, an Arizona non-profit corporation Larry choof, Presi nt Date: ~~ ~g _ ~`~ ATTEST: STATE OF ARIZONA SS County of Pima ) Date: /- 7 ~` ~ ~ The foregoing instrument was acknowledged before me on ~- 7- ~.~ by Larry Schoof, President of Continental Ranch Community Association, an Arizona non-profit corporation, on behalf of the corporation _ .TO A t.. AbAMS NOTARY PUBLIC -ARIZONA [Se PIMA COUNTY My Commission Expires June 10,2008 Notary Public {00000391.DOC / 3} -5- iai2oi2ooa i i:o2 aM