HomeMy WebLinkAboutResolution 2013-045 cooperative use and license agreement with marana marlins swim teamMARANA RESOLUTION NO. 2013-045
RELATING TO PARKS AND RECREATION; APPROVING AND AUTHORIZING THE
MAYOR TO EXECUTE A COOPERATIVE UTILIZATION AND LICENSE AGREEMENT
BETWEEN THE TOWN OF MARANA AND THE MARANA MARLINS SWIM TEAM FOR
USE OF THE MARANA POOL FACILITY AT ORA MAE HARN PARK
WHEREAS the Marana Marlins Swim Team is a non-profit corporation that provides
significant benefit to the Marana community by offering competitive swim opportunities for
Marana youth; and
WHEREAS the Mayor and Council of the Town of Marana formally recognize and
support the Marana Marlins Swim Team; and
WHEREAS the Marana Marlins Swim Team and the Town of Marana desire to enter into
an agreement to allow the Marana Marlins to use the Marana Pool facility at Ora Mae Harn Park;
and
WHEREAS the Mayor and Council of the Town of Marana find it is in the best interests
of its citizens to enter into this agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE
TOWN OF MARANA, ARIZONA, as follows:
SECTION 1. The cooperative utilization and license agreement between the Town of
Marana and the Marana Marlins Swim Team attached to and incorporated by this reference in
this resolution as Exhibit A is hereby approved, and the Mayor is hereby authorized and directed
to execute it for and on behalf of the Town of Marana.
Marana Resolution �13-045 - 1 -
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 agreement.
PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona,
this 7�' day of May, 2013. A .�.��
ATTEST:
�a
G --� ` _ t....r._...-
Mayor Ed � onea
. ... �
AS TO FORM:
, Town Attorney
Mazana Resolution D13-045 - 2 -
COOPERATIVE UTILIZATION AND LICENSE AGREEMENT
THIS CoorEx�,� UTII.�zATTOrr ar� LicErrsE AGxEEMErrr is made and entered into this
day of , 2013 (hereinafter "the effective da.te") by and between the Towrr oF
MnRaxA, an Axizana n�unicipa.l �corpora.tion, on behalf of �the Town of Marana Parks and R�cre-
ation Department (hereinafter "TOWN"), and the Maxnxn MAiu.n�rs Swnv� TE�, an Arizona non-
profit corporation (hereinafter "LICENSEE"). TOWN and LICENSEE are sometimes referred to
co�l�ctively as the� "Farties," either of wYrich is sometimes individually referred to as a"Party."
1. Purpose of Agreement and License. TOWN acknowledges the significant benefit that
LICENSEE provides to the Marana community by oi�ering competitive swim opportunities for
Marana youth. The purpose of tlus Agreement is to formally recognize and support LICENSEE
and to permit LICENSEE to use the Marana Pool facility and parking lots at Ora Mae Harn Park
(hereinafter. the "Premises"), for swim�team practices anel swim rn�ets.and related activities as
provided in this Agreement and in consideration of LICENSEE'S performance of rts obligations
under this Agreement.
2. Term. The term of this Agreement shall be from the effective date through the end of LI-
CENSEE'S 2013 season, as deterrnined by LICENSEE and as described in E�ibit A, atta.ched
hereto and incorporated herein by this reference.
3. Avai�ability of Premises. During the term of this Agreexnent, the P,remises shall be av.ail-
able to LICENSEE on the days and during the times described in Exhibit A.
4. Cogd'rtions aad Scarpe of Use. LICENSEE=S use of the Premises sha.11 be subject to the
follow conditions and scope:
a. LICENSEE shall provide TOWN with a season schedule of practices and meets
prior to the �ieginning of the swim season. Any changes to �the season schedule
sha11 be prowided to TOWN as soon as they are made by LICENSEE.
b. LICENSEE may use TOWN'S Community Calendaz to advertise its practices,
meets, and ottier related events. LICENSEE shall comply with any and alI
policies, procedures, rules or directives of TOWN related to use of the Com-
munity Calendar.
c. LICENSEE shall be responsible for a11 promotion, registration, record keeping,
recruitment of staff, supervision of staff, and programming for the swim team.
d. This Agreement and license are non-exclusive . and �'OWN may lease or license ,
the Premises to other parties during periods of non-use by LICENSEE throughout
the term of this Agreement.
e. LICENSEE shall ensure that a Marana Marlins team staff member is available at
all tirnes during LICENSEE'S usage of the Premises. The staff inember sha11 be
{00033223:DOC / 3} .
Page 1 of 8
responsible for all aspects of pra.ctices and swim meets inciuding safety rules and
closure because of inclement weather.
f. LICENSEE is responsible for providing lifeguards during a11 practices and meets.
Lifeguards must be iifeg�ard- � and CPR.certified by a nationally recognized or-
ganization and LICENSEE must provide proof of sueh certifications to TOWN
upon execution of tTvs Agreement. At LICENSEE's election and upon LI-
CENSEE'S reasonable notice to TOWN, TOWN will provide lifegua�rds to LI-
CENSEE for team practices a.nd swim meets heid at TOWN'S pool. If TOWN
provides lifeguards, LICENSEE agrees to reimburse TOWN for the lifeguards at '
the ra.te established in TOWN'�S comprehensive fee seh�dnle as it �ay be
amended from time to tirne. TOWN shall s�bmit to LICENSEE a monthly in-
� voice for any lifeguard serv�ces provided by TOWN and the invoice sha11 include
the dates when li€eguards were��pravidec�: LICEN5EE'shall pay TOWN'S invaice
within 30 days of the da.te of the invaiee.
g. If practices or swim meets are canceled, LICENSEE shall contact a representa.tive`
of'TOWN, either •the Sports & Aquatics Coardinator (ph. 52fl-382-7845) •or the
Recreation Programmer (ph. 520-940-7869), as soon as possible.
h. TOWN may need to periodically close the Premises for maintenance or repairs
and TOWN will make reasortable e€forts noti�y LICENSEE in advance�of any
such closures.
i. ' TO:WN maintains priority usage of the Premises and has final authority on de-
ternuning use or assignments.
j. LICENSEE sha11' report all damage to Premises to the Sports & Aguatic Coordin-
ator or to tlie Marana Police Department (ph. 520-382-2000} as soon as possible.
k. LICENSEE and its members are not reqtured to obtain a TOWN season swim
pass for pool use during seheduled practices or meets.
L LICENSEE may sell concessions on the Premises at scheduled pra.ctices and
swim. meets with appropriate Town of Mazana business license(s) and. Pima
County Health Departrnent permit(s). All money and merchandise must be re-
moved from the Premises at the end of the activity. Any applicable Town of
Marana vendor or concession fees aze incorporated witl�in t�ie L,icense Fee set
forth in paragraph 5 b�Tow and LICENSEE will not be assessed any additional
fees for concessions on the Premises. LICENSEE will be assessed any and all ap-
plicable Town of Marana fees for reservatians and/or corzcessions inside Ora Mae
Harn Park, but outside the Premises, including any ramada reservations.
�. LICENSEE sha11 • ensure that all }�ersons using the Premise$ pursuant �o this
Agreement:
i. Observe posted Marana Pool rules.
{00033223.DOC / 3}
Page 2 of 8
ii. Observe Town c�f Maran� park rule�s, as codifi�d in the � Marana Town
Code, Title 13
iii. Use the Premises in a sa�e manner xhat will not jeopardize the safety and
welfare of park users, park equipment or park facilities
5. License Fee. LICENSEE agrees to pay to TOWN a License Fee of $300 for use of the
Fremises for the 2013 season, as defined in E�ibit A. LIC�NSEE sha�l pay the License Fee '
within 30 calendar days of the effective da.te of this Agreement.
6. Relationship of Parties. It is not intended by this Agreement to, and nothing eonta:ined in
this Agreennent sha11 be construed �o, create an� �artnership, joint vent�e or employment xela-
tionship between the Parties or create any employer-employee relationship between any employ-
ees, managers, subcontractors, volunteers, or agents of LICENSEE and any emplayees, man-
agers, subcontractors, uolwiteers, or agents o� TOWN. Neither party shall be liabl�e for any
debts, accounts, obligations or other liabilities whatsoever of the other, including (without limita-
tion) the other party's obligation to withhold Social Security and income taxes for any of its em-
ployees. Neither LICENSEE nor its employees, managers, subcontractors, volunteers,•or agents
sha11 be entitled to receive eompensation from TOW1�T, whether in money or in kind, for their
services unless prior written approval is received by LICENSEE from TOWN.
7. Ownership, Repairs, Maintenance and Operafion. LICENSEE shall not make any a1-
terations, improvements, additions, or changes of any kind to the facilities or Premises nor wili
LICENSEE xe�ocate any per�onal prop�rty or equipment or b�tild any permar�ent strueture' on�the
Premises without prior written approval of TOWN. Upon receipt of said written approval, a11
expenses incident thereto shall be paid by LICENSEE. LICENSEE agrees to repair any and all
damage to the facilities or Premises ca.used in whole or in par�t, by the LICENSEE, i�s managers,
employees, subcontractors, agents, volunteers, participants or visitors. LICEI3SEE agrees to sur-
render the Premises to TOWN in as good a condition as when received, ordinary wear and tear or
damage result�ng from accidental fire or from causes beyond �the reasonable control of LI-
CENSEE excepted. LICENSEE agrees that the personal property of TOWN shall not be re-
moved from the Premises but shall be surrendered at the end of the term,in goc>d condition. LI-
CEI�TSEE agrees to remove all equipment and personal property belonging to LICENSEE at the
end of the term without causing damage to the faeilities or Premises.
8. Sanitation. LICENSEE sha11 be responsible for the cleanliness of the Premises, including
but r�ot limited to, spectator ar�as, parking lots and sunounding areas when operated or used by
LICENSEE. LICENSEE sha11 be responsible for trash, debris and litter removal generated as a
result of LICENSEE'S operations and LICENSEE shall be responsible for the placing and de-
positing of said trash, debris and litter in appropriate receptac�es�provided by TOWN for such
use. Failure to abide by the terms af this section shall be grounds for immediate termination of
this Agreemer�t by TOWN. in additian, TOWN, in its sole discretion, rnay clean the Premises at
LICENSEE'S expense. '
{00033223.DQC / 3}
Page 3 of 8
9. Indemnification. LICENSEE sha11 indemnify, defend and hold harmless TOWN, its de-
partments, office�s, employees and agents from�, for, and against any and all claims, suits, ac-
tions, legal proceedings, administrative proceedings, demands, losses or expenses, including
reasonable attorney's fees, which are aitributable to any negligent or intentional act or omission
of LICENSEE, its em�loyees, agents, subcontractors, voluriteers or anyone acting under LI-
CENSEE'S direction, control or on its behalf or anyone employed by them.
,
{00033223.DOC /3} . ,
Page 4 of 8
1Q. Insurance.
a. LICENSEE shall secure and maintain in force throughout the life of this
Agreement, comprehensive general liability inswance with e�rriers acceptable to
TOWN, with a mixiimum cflverage of one million dollars ($1,000,000) per occur-
rence and twa million d�ollars ($2,U00,004} aggregate for personai injury, and one
miliion ($1,000,Q00) per occurrence/aggregate for property damage.
b. LICENSEE shall deliver one or more certificates of insurance evidencing
coverage as tles+cribed i� this paragraph to TOWN upon execution �f fihts Agree�-
ment, prior to using the Premises pursuant to this Agreement. LICENSEE shall
also deliver new certificates af insurance ea+ch time the policy(s) is updated. All
certificates shali be delivered to: Tom Ellis, Parks and Recreation Director.
c. TOWN shall be named as an additional insured on the commercial general
liability insurance policies requ�red by this paragraph 10. As an additiona.l in-
sured, TOWN shali be provided coverage for any liability arising out of opera:-
tions perfarmed in whole or in part by or on behalf of LICENSEE. LICENSEE
shall deliver additional insur.ed endorsernen�t(s) along with the ce�tificate(s) of in-
surance required by paragraph b above. The additional inswred endorsement form
xdentification number sha11 also be included within the description box on the cer-
tificate of i�surance.
d. The certificate(s) sha11 also stipulate that the insurance afforded LI-
CENSEE shall be primary insurance and that any insur.ance carried by TQV�1�T, its
agents, officials or employees shall be excess and not contributory instarrance to
that pmvided by LICENSEE. Coverage provided by the LICENSEE shall be
primary insurance with respect to all other available sources.
e. The covera.ge requirements specified in this paragraph 10 may not be
changed or modified except by written agreement signed by the Parties.
f. LICENSEE shali give TOWN at least 30 calendar days' written notice pri-
or to a planned cancellation or 'reductibn of any coverage requ�red by this para-
graph: LICENSEE shall give TOWN immediate notice of any other cancellation
or reduction of any covera.ge required by this paragraph. Cancellation or reduc-
tion of any cavera.ge requirec� by this paragraph is grc�unds €or terrnination of t�tis
Agreement by TOWN.
� 11. Compliance with Laws. LICENSEE shall comp�y with a11 applicable federal, state and
local laws, rules, regulations, standards and executive orders without limitation.
12. Liens. All equipment leases, debts, loans or encumbrances of LIGENSEE aze the sole re-
sponsibility af LICENSEE and are subardinate ta any o�ership inte�rest af T4WN. TOWN
will not recognize any claims or liens placed upon the facilities or Premises as a result of any de-
fault by LICENSEE.
13. Law to Govern. This Agreement will be governed by the laws of the Stafe of Arizona,
statutory and decisional, both as to interpretation and performance. All Parties consent to per-
sonal jurisdiction iul Arizona, and venue far any action to enfarce this Agreement shall be in Tuc-
son, Arizona.
{00033223.DOC ! 3} 5 , 4/29/13 7F
14. Mediation. If there is a dispute between the Parties arising from the interpretation or en-
forcement of tlsis Agreement, the� Parties agree that they shall f�rst atternpt to resolve the dispute
through mediation prior to filing a lawsuit. Tf arbitration fails ta resolve the dispute and either
party brings an action to interpret this Agreement or to enfarce any right which such party may
have hereunder, or in the event a.n appeal ts taken from any judgment or decree of a trial court,
the parly ultimately prevailing in such action will be entitled to receive from the other party its
costs and reasonable attorney's fees incurred, in an amount ta be determined by the court in
which such actian is brought.
15. Severability. If any provision of this Agreement is declared illegal, void or unenforce-
able, t�e remaining provisions w'rll not be affected and will remain in full foree and effect.
16. Right to Require Performance. The failure of either party at any time to require per-
formance by the other party of any pzovisions of this Agxeement will in no way afFect the right of
` that pa.rty thereafter to enforce the same. NQ waiver by either party of any breach of any of the
provisions of this Agreement will be taken or held to be a waiver of any succeeding breach of
such provisian or as a waiver Qf any other provision� The accepta�ce by either party of any sum
less than may be due and owing to it at any time shall not be construed as an accord and s�tisfac-
tion of any amount outstanding.
17. Headings. The headings used herein are for convenience only and are not to be construed
as part of this Agreement.
18. Nondiscrimination, Neither LICENSEE nor TQWN will, in the performance of this
Agreement, discri�minate or knowingly permit discrilnination against- any person o� account of
race, sex, handicap, age, calor, national origin, political or religious opinian or affiliation.
19. Nonwarranty. TOWN does not warrant its powers or right to enter into this Agreement
and, if the same is �destroy�d or limited by court act�on initi�ted �iy any third party or third per-
son, there shall be no liability of TOWN to LICENSEE by reason of such action or by reason of
this Agreement.
20. Conflict of Interest, This Agreement is subject to the provisions of A.R.S. § 38-511 re-
lating to conflicts of interest.
2L Completeness of Agreemen� This Agreement contains all the terms and conditians of
the contract between the Pa.rties and any alterations or variatians of the terms of this Agreernent
shall be invalid un�ess made in writing ancl signed by the Parties to th�s Agreem�nt. There are na
other understandings, representa.tions or agreements, written or ora1, not incarporated herein.
22. Termiunation. If, in the judgment of TOWN, LICENSEE does not p�rform in accordance
with the conditions of t.�is A,greement .or if LICENSEE is i� default af any pravision of this
Agreement, TOWN shall give LICENSEE written notice specifying the nature of the nonper-
formance or default. If, after receipt of sueh written notice, LICENSEE fails to diligently pursue
rectification or conection of s�.id nanperformanGe� or brea.ch, TOWN may te�minate this Agr�e-
ment by giving t�n (10) days written notice prior to the effective date of terrnination.
23. Natices. Any notice of communiea.tion required or permitted to be given pursuant to this
Agreement shall be given in wr�ting and sha11 lie served by registered or certified Ilnitecl States
{00033223.DOC / 3} O 4l29/1,3 JF
mail upon either party. When served by registered mail, service sha11 be deemed conclusively
mad� forty-ei�ht (48} hcwrs after posting same in: the IJnites States rnail, pastage prepaid, ad-` ,
dressed to the party to whom such notice is ta be given as hereinafter provided.
To Town: Towrr oF Maxarra
Attn: Tom Ellis, Pazks and�Recre�tion Director
1 i555 W. Civic Center Drive '
Marana, Arizona, 85653
'With a GOPY to: Tc�wn Attorney
Frank Cassidy
115�5 �W. Civic Center Dr.
Marana, Arizona, 85653
To LICENSEE: M�xA Maiu.,�rs Swu� TEa�n�
Sara Bauer, Fresident
21224 E. Freedom Drive
Red Rock, AZ 85145
I
Irr wrrrrESS w��aF, the Parties have executed this Agreement as af the last date set forth be-
low their respective signatures.
TOWN: LICENSEE:
Towrr oF MaRarrn, an Arizona municipal M�xnran M�.n�s Swn� T�, an Arizona non-
corporat�on� Prafat corporation
,�*
1' � ��, , .� / �
By� �'" � BY- � L ��'�.L1(� .
Ed Honea, Mayor Sara Bauer, Presid�ent
����-� % ��1�
Date: Date: � ��{.� . � ;
ArrEST:
o elyn . ronson, Clerk
7
4/29/13 JF
{00033223.DOC / 3}
E�:HIB�T A
COOPERATIVE UTILIZATION AND LTCENSE AGREEMENT
BETWEEN TOWN OF MARANA AND MARANA MARLINS SWIM TEAM
2013 Marana Marlins Season: May 10, 2013 through August 1, 2013
Swim Team Practices: Monday - Friday ' 6:30 a.m. - 9:00 a.m. and 6:45 p.m. - 9:00 p.m.
Note: LICENSEE shall remove a11 lane lines and any other pool equipment by 9:00 a.m. each
�orning. •LICENSEE shall be permitted to begin swim practice at 6:fl0 p.m. if nesither TOWN
nor any other authorized organization is using the Premises at that time.
Swim Meet: Saturday, 3une 15, 2U13; 6�:04 a.m. to 9:00 p.m.
{00033223.DOC / 3}
8
4t29/13 JF