HomeMy WebLinkAboutResolution 2012-038 approving agreement with Community Food BankMARANA RESOLUTION NO. 2Q12-38
RELATING TO REAL ESTATE, APPROVING AND AUTHORIZING THE MAYOR TO
EXECUTE THE LEASE AND USE AGREEMENT BETWEEN THE TQWN OF R2ARANA
ANI? THE COl��IlV1UNITY FOOD BANI� FOR OPERATI4N OF THE A�ARANA
COMl�!It1NITY FOOD BANK FARM AT THE MARANA HERITAGE RIVER PARK
WI�REAS the Town of Marana has established the Marana Heritage River Park; and
WHEREAS the Community Foad Bank is a not-for-profit organization that strives to
anticipate and meet the food needs of the hungry in our community through education, advocacy,
and the aequisition, storage, and distribution of food; and
WHEREAS the Tawn and the Cornmunity Food Bank desire for the Community Food
Bank tc� operate the Marana Community Food Bank Farm at the Marana Heritage River Park; and
WHEREAS the Mayor and Council of the Town of Marana find that the best interests af
the public are served by entering into a lease and use agreement with the Community Food Bank
for the operation af the Marana Community Food Bank Farm.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL tJF THE
TOWN OF MARANA, ARIZONA, AS FOLLOWS:
SECTION l. The Town of Marana hereby approves and authorizes the Mayor to execute
the lease and use agreement with the Community Food Bank, attached to and incorporated by this
reference in this resalution as E�ibit A.
SECTION 2. 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 lease and use agreement.
PASSED AND ADOPTED BY THE MA�OR AND COUNCIL OF THE TOWN OF
MARANA, ARIZONA, this 19 day of June, 2012.
l�--
Mayor d Hanea
ATTBST: �,�`���$i��j,�I
L� G��i� ��'� v��� �� �s�
� � ` ���'�ea'or'ie�'� e►
Jocelyn � Bronson, Town Clerk � �O�`G�R�o�� � �
� � �� m
APP ���0 FO� � �� ,� =
�
�r~ ... , f � *,s �o�r�aaa►�,o� °°'` �
� .�. ,���,�...�.�-°tt ����°4''"�l�.19�0��`
F�ank° C�`ssidy, Town orney ���,��,�`'�`��
Resolution No. 2012-38
Exhibit "A"
LEASE AND USE AGREEMENT
THIS LEASE AND USE AGREEMENT (this ��Agreement'� is entered into by and between
the TowN oF MA�NA, an Arizona municipal corporation (the "Town"), and the COM-
MUNITY FOOD BANK, INC., an Arizona non-profit corporation (the "Comrnunity Food
Bank"). The Town and the Community Food Bank are sometimes collectively referred
to in this Agreement as the "Parties," either of which is sometimes individually referred
to as a "Party."
RECITALS
A. The Town of Marana has established the Marana Heritage River Park (also re-
ferred to in this Agreement as the "Heritage Park"), located within the Town of Marana
at 12375 N. Heritage Park Drive and more particularly described in Exhibit A attached
hereto and incorporated herein by this reference (the "Property").
B. The Community Food Bank is a not-for-profit organization that strives to antici-
pate and meet the food needs of the hungry in our community through education, ad-
vocacy, and the acquisition, storage, and distribution of food.
C. The Town and the Community Food Sank desire for the Community Food Bank to
use a portion of the Property for the production of high quality vegetable and fruit
crops and other plants and crops and for use as an educational resource regarding food
production and gardening at the Marana Heritage River Park.
D. The Town finds that the benefit to the Town resulting from the Community Food
Bank's use of a portion of the Property in accordance with the terms of this Agreement
has a value at least equal to the fair market value of rent of the portion of the Property
to be used by the Community Food Sank.
AGREEMENT
NOW, THEREFORE based on the foregoing recitals, which are incorporated here as the
intent of the Parties in entering into this Agreement, and in consideration of the terms of
this Agreement, the Parties hereby agree as follows:
1. Lease. The Town hereby leases to the Community Food Bank approximately three
(3) acres of the Property, known as the "Marana Community Food Bank Farrn," as well
as an office located on the Property, all of which is more particularly described in Exhib-
it B attached hereto and incorporated herein by this reference for the term of this
{00028145.DOC / 11 } 6/4/2012 JF
-1-
Agreement, for no monetary rent, subject to the Community Food Bank's performance
of its obligations under this Agreement.
2. Use. The Community Food Bank shall, in consultation and coordination with the
Town, use the property leased to it pursuant to paragraph 1 above as follows:
a. The Community Food Bank shall use the Marana Community Food Bank Farm
in a farmlike manner, in accordance with best practices for organic farming, for the
production of food and other crops and for the dissemination of information and
education regarding food production and gardening, all in coordination with the
Towri s overall vision and mission for the Heritage Park: The Town may from time
to time provide direction to the Community Food Bank regarding the design and
layout of the Marana Community Food Bank Farm and the Community Food Bank
agrees to work cooperatively with the Town to implement the Towri s direction.
The Community Food Bank shall ensure that the farm is kept in a clean, safe and
presentable condition.
b. The Community Food Bank may use the office for office space and meetings
related to the Marana Community Food Bank Farm.
3. Use of Heritage House. The building known as the "Heritage House" located on the
Property and depicted on Exhibit B is not leased to the Community Food Bank by this
Agreement and the Community Food Bank is not granted a right of general access to
the Heritage House.
4. Use of Property for Lodging Prohibited. The Community Food Bank shall not use the
Property, including the farm, office or any other structure located on the Property, for
lodging without the Towri s prior written consent.
5. Hours of operation. During the term of this Agreernent, the Comrnunity Food
Bank shall staff and open the Marana Community Food Bank Farm to the public with
regular posted hours as determined by the Community Food Bank. The Community
Food Bank shali maintain an accurate schedule of hours, as well as any updates and
revisions, on file with the Town during the term of the Agreement.
6. Utilities. The Town shall pay all utility bills, including water, for the Property, in-
cluding those bills associated with the Marana Community Food Bank Farm.
7. No modifications. The Community Food Bank shall not make any alterations, im-
provements, additions, changes, or modifications of any kind to the Property and, in
particular, to the Marana Comrnunity Food Bank Farm or the office, without the prior
written approval of the Town Manager. If the Town Manager gives written approval,
the Community Food Bank shall be responsible for all expenses related to the alteration,
improvement, addition, change, or modification. Any permanent improvement built,
installed, planted or added on the Property shall become the property of the Town
without compensation to the Community Food Bank.
{00028145.DOC ! I1} 6/4/2012 JF
-2-
S. Non-Assignment. The Cornmunity Food Bank's rights under this Agreement can-
not be assigned by the Community Food Bank nor shall the Cominunity Food Bank
grant any license in connection with the Marana Community Food Bank Farm or the
office without the prior written approval of the Town Manager.
9. Mafntenance and repairs.
a. The Community Food Bank shall maintain and repair, at its expense, all fences,
gates, irrigation systems and equipment supplied by the Community Food Bank for
the Marana Community Food Bank Farm.
b. The Community Food Bank shall maintain, at its expense, all landscaping,
gardens, pathways, and fence lines associated with the Marana Community Food
Bank Farm.
c. The Community Food Bank shall maintain the interior of the office and shall
pay for a11 clean-up and custodial services at the office.
d. The Community Food Bank shall, at its expense, repair any damage to the
Property which is caused by the Community Food Bank.
e. Except as otherwise provided, the Town shall pay all costs to repair the office
and shall maintain the exterior of the office.
f. The Town shall maintain and repair all other portions of the Property not spe-
cifically mentioned in this paragraph 9.
10. Weed removal. The Community Food Bank shall aggressively remove all weeds
and/or other invasive species from the Marana Community Food Bank Farm and from
the areas described in paragraph 9.b above. The Town recognizes that the Marana
Community Food Bank Farm is an organic, "Certified Naturally Grown" farming oper-
ation and acknowledges that the weed removal may be accomplished by hand, mechan-
ical cultivation, or other appropriate means. At the discretion of the Town, if weed
remova� is not initiated and completed within a reasonable length of time, but in any
event within seven calendar days after the Town gives written notice of the need for
weed removal to the Community Food Bank, the Town may remove the weeds and bill
the Comxnunity Food Bank for all costs, plus a reasonable administrative fee not to
exceed 25% of all costs. The Community Food Bank shall pay the bill within ten calen-
dar days of receipt.
11. Inspection. The Town shall have the right at all reasonable times to inspect the
Marana Community Food Bank Fa�n and the office and to require the Community
Food Bank to correct any unsatisfactory conditions relative to the Community Food
Bank's use of the Marana Community Food Bank Farm and the office pursuant to this
Agreement.
12. Access/key control. The Community Food Bank shall comply with any and all pol-
icies, procedures, rules or directives of the Town related to access to Town facilities and
{00028145.DOC / 11} 6/4/2012 JF
-3-
possession and use of Town keys, electronic access identification cards or other access
devices.
13. Use of government entities' names/logos. In its activities pursuant to this Agree-
ment, the Community Food Bank shall not display the name "Town of Marana" or the
Towri s logo or seal on its written materials without the prior written approval of the
Town Manager or designee. In its activities pursuant to this Agreement, the Communi-
ty Food Bank shall not display the name, logo and/or seal of any government entity
other than the Town on its written materials without also displaying the name, logo or
seal of the Town.
14. Expenses. Except as provided in this Agreement, the Community Food Bank
sha11 be responsible for all of its operating expenses. The Town shall neither seek from
nor provide to the Community Food Bank any compensation for the services, support
and assistance provided by the Parties under this Agreement.
15. Effective date and duration. This Agreement shall be effective as of the signature
date of the last Party to sign this Agreement, and shall remain in effect for two (2) years.
16. Relationship of the partzes. In the performance of the services contemplated by this
Agreement, the Community Food Bank shall act solely as an independent contractor,
and nothing expressed or implied in this Agreement shall be construed to create the
relationship of employer and employee, partnership, principal and agent, or to create a
joint venture between the Town and the Community Food Bank.
17. 501(c)(3) status of the Community Food Bank. The Community Food Bank shall
maintain its 501(c)(3) status as a non-profit corporation in good standing at all times
during the term of this Agreement and shall submit proof of such good standing to the
Town upon the Town's request.
18. Insurance. The Community Food Bank shall maintain insurance with carriers ac-
ceptable to the Town with the following required coverages and limits:
Worker's Compensation
Employer's Liability
Cornmercial General Liability
Umbrella Liability
Business Auto Liability
Statutory
U.S. $1,000,000
U.S. $1,000,000 per occurrence
U.S. $2,000,000 aggregate
U.S. $5,000,000 per occurrence/aggregate
U.S. $1,000,000 combined single limit
a. The Community Food Bank shall deliver one or more certificates of insurance
evidencing coverage as des�ribed in this paragraph 18 to the Town upon execution
of this Agreement. The Community Food Bank shall also deliver new certificates of
insurance each time the policy(s) is updated. All certificates shall be delivered to:
the Town Manager's Office at 11555 W. Civic Center Drive, Marana, Arizona 85653.
{00028145.DOC / 11} 6/4/2012 JF
-4-
b. The Town shall be narned as an additional insured on the commercial general
liability and umbrella liability policies required by this paragraph 18. As an addi-
tional insured, the Town shall be provided coverage for any liability arising out of
operations performed in whole or in part by or on behalf of the Community Food
Bank.
c. The certificate(s) shall also stipulate that the insurance afforded the Communi-
ty Food Bank shall be primary insurance and that any insurance carried by the
Town, its agents, officials or employees shall be excess and not contributory insur-
ance to that provided by the Community Food Bank. Coverage provided by the
Cominunity Food Bank shall be primary insurance with respect to all other available
sources.
d. T'he coverage requirements specified in this paragraph 18 may not be changed
or modified except by written agreement signed by all Parties.
e. The Community Food Bank shall give the Town at least 30 calendar days' writ-
ten notice prior to a planned cancellation or reduction of any coverage required by
this paragraph 18. The Community Food Bank shall give the Town imxnediate no-
tice of any other cancellation ar reduction of any coverage required by this para-
graph 18. Cancellation or reduction of any coverage required by this paragraph 18
is grounds for termination of this Agreement by the Town.
19. Mutual indemnificatio�c. To the fullest extent permitted by law, each Party shall
indemnify, defend and hold the other Party, its governing board or body, officers, de-
partments, employees and agents, harmless from and against any and all suits, actions,
legal or administrative proceedings, claims, demands, liens, losses, fines or penalties,
damages, liability, interest, attorneys', consultants' and accountants' fees or costs and
expenses of whatsoever kind or nature, resulting from or arising out of any act or omis-
sion of the indemnifying Party, its agents, employees or anyone acting under its direc-
tion or control, whether intentional, negligent, grossly negligent, or amounting to a
breach of contract, in connection with or incident to the performance of this MOU.
20. Regulatory compliance and approvals. Each Party shall at its own expense comply
with all applicable federal, state and local laws, rules, and regulations in connection
with its obligations under this Agreement. As part of this obligation, the Comrnunity
Food Bank shall obtain any and all permits prescribed by the Town, the Northwest Fire
District or any other appropriate regulatory agency for its activities under this Agree-
ment. In consideration of the services to be performed by the Community Food Bank
under the terms of this Agreement, to the extent legally permissible, the Town agrees to
waive all Town of Marana review and pexmit fees that the Community Food Bank
would normally be required to pay, if any, for the activities of the Community Food
Bank pursuant to this Agreement.
21. Appointment of representat�ves. To further the commitment of the Parties to coop-
erate in the activities described in this Agreement, the Town and the Community Food
Bank each shall designate and appoint a representative to act as a liaison for the Town
{0002s�as.noc i i i } � 6iar�oia �
-5-
and its various departments and the Coinmunity Food Bank. The initial representative
for the Town shall be Del Post, Deputy Town Manager, and the initial representative for
the Community Food Sank shall be Bill Carnegie, Chief Executive Officer. The repre-
sentatives shall be available at all reasonable times to discuss and review the perfor-
mance of the Parties to this Agreement and their responsibilities in connection with the
activities to be performed under this Agreement.
22. Town personnel. At the Towri s sole discretion, the Town may assign Town per-
sonnel to assist the Community Food Bank in its use of the Property as that use is de-
scribed in paragraph 2 of this Agreement. The Community Food Bank may also request
the assistance of Town personnel in its use of the Property by contacting the Town
Representative. Assistance will be provided at the Towri s sole discretion.
23. Notices. All notices, requests, demands, and other communications under this
Agreement shall be in writing and shall be deemed given if personally delivered or
mailed, certified mail, return receipt requested; to the following addresses:
If to the Town, to:
TOWN OF MARANA
Attn: Town Manager's Office
11555 W. Civic Center Drive
Marana, AZ 85653
If to the Community Food Bank, to:
COMMUNITY FOOD BANK
Attn: Bill Carnegie, CEO
P.O. Box 26727
Tucson, AZ 85726-6727
24. Entire Agreement. This Agreement constitutes the entire agreement and under-
standing of the Parties pertaining to the subject matter of the Agreement and super-
sedes all offers, negotiations, and other agreements of any kind. All prior and contem-
poraneous agreements, representations and understandings of the Parties, oral or writ-
ten, are superseded and merged in this Agreement.
25. Authority to execute Agreement. The individuals executing this Agreement hereby
represent that they have full right, power, and authority to execute this Agreement on
behalf of their respective Parties.
26. Force majeure. Notwithstanding any other term, condition or provision of this
Agreement to the contrary, if any Party to this Agreement is precluded from satisfying
or fulfilling any duty or obligation imposed upon it due to labor strikes, material short-
ages, war, civil disturbances, weather conditions, natural disasters, acts of God, or other
events beyond the control of such Party, the time period provided herein for the per-
formance by such Party of such duty or obligation shall be extended for a period equal
to the delay occasioned by such events.
27. Immigration laws. The Community Food Sank warrants that it will at all times
comply with all federal immigration laws and regulations that relate to its employees
{00028145.DOC / 11 } 6f4/2012 JF
-6-
and with Arizona Revised Statutes section (A.R.S. �) 23-214 (A). The Community Food
Bank acknowledges that pursuant to A.R.S. � 41-4401 and effective September 30, 2008,
a breach of this warranty is a material breach of this Agreement subject to penalties up
to and including termination of this Agreement, and that the Town retains the legal
right to inspect the papers of any employee who works on the Agreement to ensure
compliance with this warranty.
28. Scrutinized business operations. The Coinmunity Food Bank certifies that it does
not have, nor will it for the duration of this Agreement have, scrutinized business oper-
ations in Sudan or Iran as defined in A.R.S. � 35-391 and A.R.S. § 35-393, respectively.
29. Conflict of interest. This Agreement is subject to the provisions of A.R.S. § 38-511,
which provides for termination in certain instances involving conflicts of interest.
30. Attorneys' fees. The prevailing Party in a civil action to enforce this Agreement
shall be entitled ta recover from the other Party, in addition to any relief to which such
prevailing Party may be entitled, all costs, expenses and reasonable attorneys' fees in-
curred in connection with that civil action.
31. Governing law. This Agreement shall be construed in accordance with the laws of
the State of Arizona.
32. Termination. Either Party may terminate its participation in this Agreement for
any reason upon at least 30 days' prior written notice to the other Party.
33. Surrender of premises upon termination. Upon termination of this Agreement, the
Community Food Bank agrees to surrender the Marana Cornmunity Food Bank Farm
and the office to the Town in as good a condition as when received, ordinary wear and
tear or damage resulting from causes beyond the reasonable control of the Community
Food Bank excepted.
34. Disposition of personal property upon termination. Upon terrnination of this Agree-
ment, the Community Food Bank agrees that the personal property of the Town shall
not be removed from the Property but shall be surrendered in good condition. The
Community Food Bank agrees to remove all equipment and personal property belong-
ing to the Community Food Bank upon termination of this Agreement without causing
damage to the Property and, in particular, to the Marana Community Food Bank Farm
or the office. Any damage to the Property resulting from the removal of the Communi-
ty Food Bank's personal property or equipment shall be solely the responsibility of the
Comxnunity Food Bank.
35. Miscellaneous.
a. This Agreement may not be modified except in a writing signed by both of the
Parties.
b. 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.
{00028145.DOC / 11 } 6/4/2012 7F
-7-
c. 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 consti-
tute one and the same Agreement.
d. Neither Party`s waiver of the other's breach of any term or condition con-
tained in this Agreement shall be deemed a waiver of any subsequent breach of the
same or any other term or condition of this Agreement.
IN WITNESS WHEREOF the Parties have duly executed this instrument below.
The "Town':
TOWN OF MA�1vA, an Arizona munic-
ipal corporation
Ed Honea, M y
Date: � ���- ��
ATTEST:
� , � -�9-�a
own erk Date
AS �'O FORM:
.. ��=�Z �l
Exhibit A:
Exhibit B:
Map of Property
Map of Farm
���
The "Community Food Bank":
COMMUNTI`Y FOOD BANK, INC., an Arizo-
na no�-profit corporation
r
Date � �� �Z'�
I,IST OF EXHIBITS
{00028145.DOC / 11} 6/4/2012 JF
-g-
�
�
�/�
\
� �
� L
� �
� �
� �
� �
� �
� �
o �
-� �v
�_
�
� �
� �
o�
U�
� �
m �
�.-
�
�
x
w
• ��� , �i
�
, �.._
�fl w ���� �.�
v
Y � � ... . _.....
�
�
�_
� �
�-• �, • f
�� '`� l� -�
h * a . i_
� �. �
!�'. �
, "
� � ��a• �
� �N ��
�; �p^t
`n � � r 7 �
� �� v at � .
� �+w°� �• � �
„ r
�. � , � �
r �.�
xt�
��������
�
���� � �
s� � :�
�
�� �
:� �
���: 1
. �
�
�
�� �Q�
�� �
�, .
_ �. � ..
�
�
�
�
�
�
�
+