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Home My WebLink AboutResolution 2012-085 lease agreement between Heritage House and Gladden FarmsMARANA RESOLUTION NO. 2012-085 RELATING TO REAL ESTATE; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE A LEASE AND USE AGREEMENT BETWEEN THE TOWN OF MARANA AND THE GLADDEN FARMS COMMUNITY ASSOCIATION FOR USE OF THE HERITAGE HOUSE AT THE MARANA HERITAGE RNER PARK WHEREAS the Town of Marana has established the Marana Heritage River Park ("Heritage Park") and one of the improvements owned by the Town at the Heritage Park is a building commonly known as the "Heritage House"; and WHEREAS the Gladden Farms Community Association is a homeowners' association governing and serving the residents of the Gladden Farms development project, located immediately adjacent to the Heritage Park; and WHEREAS the Gladden Farms Community Association needs office space for its administrative functions and for access to association members, and the Town desires to have an entity regularly occupy the Heritage House so that it may be open to the public during regular office hours; and WHEREAS the Mayor and Council of the Town of Marana find that the best interests of the public are served by entering into a lease and use agreement with the Gladden Farms Community Association for the use of the Heritage House. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, AS FOLLOWS: SECTION 1. The Town of Marana hereby approves and authorizes the Mayor to execute the lease and use agreement with the Gladden Farms Community Association attached to and incorporated by this reference in this resolution as Exhibit 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. Marana Resolution No. 2012-085 1 PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, this 7�' day of November, 2012. ATTEST: ocel . Bronson, Town Clerk APPR�JED AS TO FORM: ,T �.. ayor Ed Honea Marana Resolution No. 2012-085 � ^ � g � ,� � � �� ' ��€�.. � � �.�.... �._..�} � � ..,,,,,,�- � � ; . � �. # I ; � � � '� � � � �, ,,::::w .,�,� �� < � T`, � .�`" � � �.# � � t � J � � �C==°==":y�`` � � �. � . .. _ � 4 � a �� .Et - � _ ~�._ �_ i � �`s °� � � , �� j � ,� , � . �_ �� a q W � � t # �� , ` � •- 1� � � � _ '� � � ,•�_ `` s� � Q 1�— �,, �' _ m ; � � s � , � � .� � � Y,: _ W � I � _ � , � . �° _ r � � _ � � " ;:� �. � � � �� . �� -� �r .+� . r ��_ � � �£� � � .: �_' � � � :� �. � , � � � � �" ° � � I � �.„ ,,,, .... . � a : C' � � � '.� � � € f __ ` � � �� e �� . � � �, ��k � � �� ^ � � LEASE AND USE AGREEMENT THIS LEASE AND USE AGREEMENT (this ��Agreement�� is entered into by and be- tween the TOWN OF MARANA, an Arizona municipal corporation (the "Town") and the GLADDEN FARMS COMMUNITY ASSOCIATION, an Arizona not-for-profit association (the "Gladden HOA"). The Town and the Gladden HOA are sometimes referred to collec- tively as the "Parties," either of which is sometimes individually referred to as a"Par- �'• RECITALS A. The Town of Marana has established the Marana Heritage River Park (the "Herit- age Park"), located within the Town of Marana at 12375 N. Heritage Park Drive. B. Gladden HOA is a homeowners' association governing and serving the residents of the Gladden Farms development project, located immediately adjacent to the Herit- age Park. C. One of the improvements owned by the Town at the Heritage Park is a residential building which has been reconstructed and improved by the Town, and which is com- monly known as the "Heritage House." D. The Town uses portions of the Heritage House for Marana Parks and Recreation Department activities and classes, but the Town does not currently provide Town staff for regular operating hours for the Heritage House. E. Gladden HOA needs office space for its administrative functions and for access to association members, and the Town desires to have an entity regularly occupy the Her- itage House so that it may be open to the public during regular office hours. 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 Gladden HOA those portions of the Heritage House identified in paragraph 2 below as the "Leased Premises' for the term of this Agreement, subject to Gladden HOA's performance of its obligations under this Agreement. {00031730.DOC / 2} 9/19/12 JF 2. Leased Premises. The areas of the Heritage House which are the subject of this Agreement are the following (all of which collectively are referred to in this agreement as the "Leased Premises"): a. Exclusive use of the three offices with entrances to the living room area, identified as the "exclusive use areas" in the drawing attached to and in- corporated in this agreement as Exhibit A. b. Joint use, with the Town of Marana, of the living room area just inside the front door of the Heritage House, the kitchen area, and the bathrooms, as identified on Exhibit A as "joint use areas." c. Reasonable parking in the parking lot located just south of and adjacent to the Heritage House. 3. Rent. In consideration for the terms and conditions of this Agreement, Gladden HOA shall pay rent to the Town of $750.00 each month during the term of this Agree- ment. Rent shall be due and payable to the Town in advance on the 1St day of each month and shall be remitted to: The Town of Marana, Attn: Finance Department,11555 W. Civic Center Dr., Marana, AZ 85653. Rent shall be paid without prior notice or de- mand. Any invoice provided by the Town is for courtesy only and any failure to send an invoice shall not relieve Gladden HOA of its obligation to pay the rent in a timely manner. Rent payments made after the 5� day of each month shall be considered late and shall be subject to the late payment fee established by the Town Council in the Towri s comprehensive fee schedule. 4. Use. Gladden HOA shall use the Heritage House for the administration and op- eration of the association. 5. Minimum Hours of Operation. During the term of this agreement, Gladden HOA shall staff and open the Heritage House to the public from at least 9 AM to 3 PM Mon- day through Friday, except on official Town holidays. These hours and days may be modified if approved in writing by the Town Manager or designee. 6. Utilities. Gladden HOA shall pay all electric utility bills for the Heritage House when they become due and payable. The Town shall pay all water utility bills for the Heritage House when they become due and payable. 7. Repairs and Exterior Maintenance. The Town shall pay all costs to repair the Herit- age House and shall maintain the exterior of and grounds around the Heritage House. 8. Interior Maintenance and Custodial Services. Gladden HOA shall maintain and pay for all clean-up and custodial services within the Leased Premises portion of the Herit- age House. 9. No Modifications. Gladden HOA shall not modify the Heritage House or any of the improvements around or in any way associated with the Heritage House without the prior written approval of the Town Manager or designee. If the Town Manager or designee gives written approval, Gladden HOA shall be responsible for all expenses re- {00031730.DOC/2} _ 2 _ lated to the alteration, improvement, addition, change, or modification. Any permanent improvement built, installed, or added on the Leased Premises shall become the proper- ty of the Town without compensation to Gladden HOA. 10. Non-Assignment. Gladden HOA's rights under this Agreement cannot be as- signed by Gladden HOA nor shall Gladden HOA grant any license in connection with the Leased Premises without the prior written approval of the Town Manager. 11. Inspection. The Town shall have the right at all reasonable times to inspect the Leased Premises and to require Gladden HOA to correct any unsatisfactory conditions relative to Gladden HOA's use of the Leased Premises pursuant to this Agreement. 12. Access/key control. Gladden HOA shall comply with any and all policies, proce- dures, rules or directives of the Town related to access to Town facilities and possession and use of Town keys, electronic access identification cards or other access devices. 13. Effective date and duration. This Agreement shall be effective as of January 1, 2013, and shall remain in effect until December 31, 2015, unless and until terminated pursu- ant to paragraph 26 below. 14. Relationship of the parties. In the performance of the obligations contemplated by this Agreement, Gladden HOA shall act solely as an independent contractor, and noth- ing 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 Gladden HOA. 15. Indemnification. Gladden HOA agrees to defend, save, hold harmless, and in- demnify the Town, its officials, employees, agents, successors, and assigns from and against any and all manner of claims, suits, lawsuits, action or actions, causes or causes of action, liabilities, damages, and other claims and demands of whatsoever nature or kind, in law or in equity, in tort or in contract, or otherwise caused by or resulting from the Gladden HOA's errors, omissions, or negligent acts in the performance of its obliga- tions pursuant to this Agreement. 16. Insurance. Gladden HOA shall maintain insurance with carriers acceptable to the Town with the following required coverages and limits: Worker's Cornpensation Employer's Liability Commercial General 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. $1,000,000 combined single limit a. Gladden HOA shall deliver one or more certificates of insurance evidenc- ing coverage as described in this paragraph 16 to the Town upon execu- tion of this Agreement. Gladden HOA shall also deliver new certificates of insurance each time the policy(s) is updated. All certificates shall be de- {00031730.DOC / 2} -3- livered to: The Town Manager's Office at 11555 W. Civic Center Drive, Marana, Arizona 85653. b. The Town shall be named as an additional insured on the commercial general liability policy required by this paragraph 16. As an additional in- sured, the Town shall be provided coverage for any liability arising out of operations performed in whole or in part by or on behalf of Gladden HOA. c. The certificate(s) shall also stipulate that the insurance afforded Gladden HOA shall be primary insurance and that any insurance carried by the Town, its agents, officials or employees shall be excess and not contributo- ry insurance to that provided by Gladden HOA. Coverage provided by Gladden HOA shall be primary insurance with respect to all other availa- ble sources. d. The coverage requirements specified in this paragraph 16 may not be changed or modified except by written agreement signed by all Parties. e. Gladden HOA shall give the Town at least 30 calendar days' written no- tice prior to a planned cancellation or reduction of any coverage required by this paragraph 16. Gladden HOA shall give the Town immediate no- tice of any other cancellation or reduction of any coverage required by this paragraph 16. Cancellation or reduction of any coverage required by this paragraph 16 is grounds for termination of this Agreement by the Town. 17. 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: If to Gladden HOA, to: TOWN OF MARANA Attn: Town Manager's Office 11555 W. Civic Center Drive Marana, AZ 85653 GLADDEN FARMS COMMUNITY ASSOCIATION Attn: David Gauvin, Community Manager 12375 N. Heritage Park Drive Marana, AZ 85653 18. 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. {00031730.DOC / 2 } � 19. 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. 20. 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 abligation shall be extended for a period equal to the delay occasioned by such events. 21. Immigration laws. Gladden HOA warrants that it will at all times comply with all federal immigration laws and regulations that relate to its employees and with Arizona Revised Statutes section (A.R.S. �) 23-214 (A). Gladden HOA acknowledges thaf pursu- ant 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. 22. Scrutinized business operations. Gladden HOA certifies that it does not have, nor will it for the duration of this Agreement have, scrutinized business operations in Su- dan or Iran as defined in A.R.S. � 35-391 and A.R.S. § 35-393, respectively. 23. 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. 24. Attorneys' fees. The prevailing Party in a civil action to enforce this Agreement shall be entitled to 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. 25. Governing law. This Agreement shall be construed in accordance with the laws of the State of Arizona. 26. Termination. This Agreement may be terminated without further liability on thir- ty days' prior written notice by either Party upon a default by the other Party of any covenant or term of this Agreement, which default is not cured within sixty days of re- ceipt of written notice of default, except that this Agreement shall not be terminated if the default cannot reasonably be cured within such sixty-day period and the defaulting party has started to cure the default within the sixty day period and diligently pursues the cure to completion; provided that the grace period for any monetary default is ten days from receipt of written notice. 27. Surrender of premises upon termination. Upon termination of this Agreement, Gladden HOA agrees to surrender the Leased Premises to the Town in as good a condi- tion as when received, ordinary wear and tear or damage resulting from causes beyond the reasonable control of Gladden HOA excepted. {00031730.DOC / 2} _ 5 _ ,� 28. Disposition of personal property upon termination. Upon termination o# this Agree- ment, Gladden HOA agrees that the personal property of the Town shall not be re- moved from the Leased Premises but shall be surrendered in good condition. Gladden HOA agrees to remove all equipment and personal property belonging to Gladden HOA upon termination of this Agreement without causing damage to the Leased Prem- ises. Any damage to the Leased Premises resulting from the removal of Gladden HOA's personal property or equipment shall be solely the responsibility of Gladden HOA. 29. 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 insert- ed 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. 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 to- gether, shall constitute 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. [Remainder of page intentionally left blank.] {00031730.DOC / 2} _ 6 _ r ' M1 IN WITNESS WHEREOF the Parties have duly executed this instrument below. THE TOWN OF MARANA, GLADDEN FARMS COMMUNITY an Arizona mu 'cipal orporation ASSOC�AT�oN, an Arizona not-for-X � � B Ed H nea, Mayor Date: //- 7��. ' // / �/� L1t i/f<t �i�/Ll� / � � � � � � � APPROVED AS TO FORM: Tawn STATE OF ARIZONA � SS. County of Pima ) By: C,.�G' �!. " Printed: Its: Date: /� ~� l - ." t The foregoing instrument was acknowledged before me on � �// , 2012 by O!� �! � L the �2 £S i� £,n.�T of GLADDEN FARMS COMMUNITY ASSOCIATION an Arizona not-for-profit association. My commission expires: c y � l � Notary Public ixx l - .........OFF'tCIf�L SEqI,'�.......� •. � DAVID C. GqW1N � '� ►Vot°ry p„� • s� oFA • " ' Mr com�� ' .....,............ m • � ►�k>v, �1', �1 s ! ae*►�r tir��a�..� . _ . {00031730.DOC / 2} -7-