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Home My WebLink AboutResolution 2005-030 agreement for the use and transfer of a modular building to the marana health center MARAN A RESOLUTION NO. 2005-30 RELATING TO REAL ESTATE; APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR THE USE AND TRANSFER OF A MODULAR BUILDING TO THE MARAN A HEAL TH CENTER. WHEREAS, the Marana Health Center desires to expand its facilities in northwest Marana by operating a clinic at a new location in the vicinity of Sanders and Marana Roads; and WHEREAS, the Town desires to move the modular building fonnerly used by the police department to the new site and to allow it to be used by the Marana Health Center at no cost provided that it continues to be used for community health purposes; and WHEREAS, the Mayor and Council find that the terms and conditions of the use and transfer agreement are in the best interest of the Town. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, that the use and transfer agreement between the Town of Marana and the Marana Health Center, 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 of the Town of Mar ana. BE IT 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, obligations, and objectives of the aforementioned agreement. PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, this 15'h day of March, 2005, . .. ~.. . ~ ~ M 0 by Sutton, Jr. ATTEST: {OOOOO579.DOC /} FJC/cds 3/7/05 .------- ----"-- AGREEMENT BETWEEN THE TOWN OF MARANA AND THE MARANA HEALTH CENTER FOR THE USE AND TRANSFER OF A MODULAR BUILDING THIS AGREEMENT ("Agreement") is made and entered into by and between the TOWN OF MARANA, an Arizona municipal corporation (the "Town") and the MARANA HEALTH CENTER, an Arizona nonprofit corporation ("MHC"). The Town and MHC are sometimes collectively re- ferred to as the "Parties," either of which is sometimes individually referred to as a "Party." RECITALS A. MHC is currently the primary community healthcare provider in northwest Marana. B. The Town owns a modular building which was used to house the Town's police depart- ment. C. The police department has now moved into the new Marana Municipal Complex, and the modular building must be moved to accommodate Marana Municipal Complex site im- provements. D. MHC desires to expand its facilities in northwest Marana by operating a clinic at a new location in the vicinity of Sanders and Marana Roads, and a site plan is currently being reviewed by the Town in connection with that location. E. The Town desires to move the modular building to the new MHC site and to allow it to be used by MHC at no cost provided that it continues to be used for community health purposes. AGREEMENT Now, THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth in this Agreement, the Parties hereby agree as follows: 1. Lease. The Town hereby leases to MHC the modular building for a period of ten years at no cost. 2. Use. MHC shall use the modular building for nonprofit community health care purposes. 3. Transfer of ownership. On the tenth anniversary of this Agreement, ownership of the modular building shall automatically vest in MHC subject to the provisions of paragraph 4. 4. Fair market price acquisition. If at any time during the ten-year period following the exe- cution of this Agreement, the modular building is not used in a manner consistent with para- graph 2 above, the Town may at its option require MHC to pay the then fair market value of the modular building to the Town. In that event, the Town shall send written notice to MHC of its demand for payment under this paragraph, the Parties shall choose a mutually acceptable ap- praiser to determine the fair market value of the modular building, MHC shall pay the cost of the appraiser, and MHC shall pay the Town the value of the modular building as determined by the {OOOOO562.DOC /2} appraiser. Alternatively, after receiving the notice from the Town, MHC may at its option and cost move the modular building to a location within the Town limits of the Town of Marana as chosen by the Town, and the modular building shall in that event remain in the ownership of the Town. 5. No warranties. The Town gives no warranties whatsoever for the condition of the modu- lar building, and MHC accepts the modular building "as is". 6. Moving; set-up costs. The Town shall pay the cost of transporting the modular building to the new MHC site in the vicinity of Sanders and Marana Roads, and MHC shall be responsible for all costs of setting up the modular building, including without limitation, all costs of connect- ing to utilities, site preparation, building permits, and the like. 7. Zoning and building code approvals. MHC shall be responsible for complying with all applicable zoning and building code requirements of the Town of Marana in the set up and placement of the modular building and with respect to the development of which the modular building is a part. 8. Notices. All notices, requests and other communications under this Agreement shall be given in writing and either (i) personally served on the party to whom it is given, or (ii) mailed by registered or certified mail, postage prepaid, return receipt requested, or (iii) sent by private overnight courier such as Federal Express or Airborne, or (iv) transmitted by facsimile (provided that a confirming copy of the facsimile transmission is mailed on the date of such transmission), addressed as follows: If to the Town: TOWN OF MARANA 13251 N. Lon Adams Road Marana, Arizona 85653-9723 (520) 682-3401 Fax (520) 682-9026 If to the Marana Health Center: Mr. Clarence Vatne Executive Director 13644 N. Sandario Road Marana AZ 85653 All notices shall be deemed given when delivered or transmitted by facsimile or, if mailed as provided above, on the second day after the day of mailing, and if sent by overnight courier, on the next day after the date of deposit with the courier. Any party may change its address for the receipt of notices at any time by giving written notice thereof to the other parties in accordance with the terms of this section. The inability to deliver notice because of a changed address of which no notice was given, or rejection or other refusal to accept any notice, shall be deemed to be the effective receipt of the notice as of the date of such inability to deliver or rejection or refusal to accept. {OOOOO562.DOC / 2} - 2- 9. Miscellaneous. (A) This Agreement may not be modified except in a writing signed by the Parties. (B) Time is of the essence of this Agreement. (C) This Agreement shall be governed by and interpreted in accordance with the laws of the State of Arizona, and 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. (D) If either of the Parties 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, court costs and reasonable attorneys' fees. (E) 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 in- tent of such sections or articles of this Agreement. (F) 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. (G) 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. (H) This Agreement is subject to A.R.S. § 38-511, which provides for cancellation of contracts in certain instances involving conflicts of interest. {OOOOO562.DOC / 2} - 3 - IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date set forth below their respective signatures. THE TOWN OF MARANA, an Arizona munici- pal corporation MARANA HEALTH CENTER, an Arizona nonprofit co oration BY:~ c , J ., Mayor Date: - f/-:O~ By>' ATTEST: ) ) ss.: COUNTY OF PIMA ) The foregoing instrument was acknowledged before me this ~ day of III ~ , 2005, by Clarence Vatne, Executive Director of the Marana Health Center, on behalf of the corporation. [S OFFICIAL SEAL CAMILLE DESIMONE NOTARY PUBLIC-ARIZONA PH",1A COUNTY M Comm, Exp, June 14, 2008 Œ-~-L-- ~~ ð Notary Public / ~ {OOOOO562.DOC /2} - 4 -