HomeMy WebLinkAboutResolution 2014-097 Harvest FestivalMARANA RESOLUTION NO., 2014-097
RELATING TO SPECIAL EVENTS APPROVING AND AUTHORIZING THE MAYOR TO
EXECUTE AN AGREEMENT BE r 1-'WEEN- THE TOWN OF MARANA AND THE
GLADDEN FARMS COMMUNITY ASSOCIATION REGARDING THE PRESENTATION
OF THE 2014 HARVEST FESTIVAL
WHEREAS under the Communit focus area, the Marana Strate Plan 11 includes an
initiative to increase participation b residents and visitors in Marana's si events and
WHEREAS the Town and the Gladden Farms Communit Association ( 1-10A ) are
partnerin to present the 2014 Harvest Festival and
WHEREAS the Town Council finds that approval of an a with the 11OA
re the presentation of the Harvest Festival is in the best interests of the communit
NOW, THEREFORE BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE
r1',OWN OF MARANA, that the a between the Town of Marana and the Gladden Farms
Communit Association for the 2014 Harvest Festival attached to this resolution as Exhibit A is
hereb approved, and the Ma is authorized to execute it for and on behalf of the Town of
Marana.
IT IS FURTHER RESOLVED that the Town Mana and staff are hereb directed and
authorized to undertake all other and further tasks re or beneficial to carr out the terms,
obli conditions and objectives of the a between the Town of Marana and the
Gladden Farms Communit Association.
PASSED AND ADOPTED b the Ma and Council of the Town of Marana, Arizona,
this 7th da of October, 2014.
ATTEST:
A.
X N
9 'MMAN-A- 7
Jocel Bronson, Town Clerk
Ma Ed Honea
APPROVED AS TO FORM:
llfaj J Cass` i 11'own Atto Be
RCSOILItion No. 2014-097
AGREEMENT BETWEEN THE TOWN OF MARANA
AND
GLADDEN FARMS COMMUNITY ASSOCIATION
FOR THE 2014 HARVEST FESTIVAL
THIS AGREEMENT (the ""Agreement") is entered into by and between the TOWN OF
MARANA, an Arizona municipal corporation (the "Town "), and the GLADDEN FARMS
COMMUNITY ASSOCIATION, a not-for-profit association (the "Gladden HOA ") . The Town
and Gladden HOA are sometimes collectively referred to in this Agreement as the "Par-
ties," either of which is sometimes individually referred to as a "Party."
RECITALS
A. In March 2012, the Town Council of the Town of Marana adopted the Town of
Marana Strategic Plan II (the "Plan "). The Plan identifies Community as one of its five
focus areas. Under the Community focus area, the Plan includes an initiative to in-
crease participation by residents and visitors in Marana's signature events.
B. Gladden HOA is a homeowners' association governing and serving the residents
of the Gladden Farms development in Marana.
C. The Town and Gladden HOA desire to enter into an agreement regarding the
presentation of the 2014 Harvest Festival on October 25, 2014.
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. 2014 .harvest Festival. The Parties shall cooperate in presenting the 2014 Harvest
Festival. The Festival will be held on October 25, 2014, during the times mutually
agreed upon by the Parties, at Marana Heritage River Park, 12375 N. Heritage Park
Drive and Gladden. Farms Community Park, 12205 N. Tangerine Farms Road,
2. Services to be performed by Gladden HOA. Gladden HOA shall assist the Town in
planning, developing and presenting the 2014 Harvest Festival as set forth in this para-
graph 2. Gladden HOA shall be responsible for planning, developing and presenting
that portion of the Fes_ tival occurring at Gladden Farms Community Park (the "Gladden
HOA Event Area").
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a. Gladden HOA shall recruit, select, approve and contract with vendors for the
Gladden HOA Event Area. The vendors may include food, crafts, and activity exhib-
itors and other exhibitors consistent with the theme of the Festival and the terms of
this Agreement. Gladden HOA shall ensure that all Harvest Festival vendors ap-
proved by Gladden HOA possess a current Town of Marana business license as of
the date of the Festival. Gladden HOA shall also ensure that all food vendors ap-
proved by Gladden HOA. possess a current and appropriate permit from the Pinta
County Health Department as of the date of the Festival.
b. Gladden HOA shall ensure that all Festival vendors approved by Gladden
HOA enter into a release and indemnification agreement in a form approved by the
Town.
c. Gladden :HOA shall ensure that any children's amusement vendors, including
jumping castle and other inflatable vendors, and rock climbing wall vendors, con-
tracted for the Gladden HOA. Event Area are vendors approved by the Town of Ma--
rana Parks and Recreation Department.
d. Gladden HOA shall provide sufficient staffing to present and run the Gladden
HOA Event Area.
3. Services to be performed by Town. Town shall be responsible for coordinating the
overall planning efforts of the Parties for the Harvest Festival and shall be responsible
for planning, developing and presenting that portion of the Festival occurring at Mara-
na Heritage River Park, 12375 N. Heritage Park Drive (the "Town Event Area ").
a. The Town shall provide security and traffic plans and staffing to implement
the plans for the entire Harvest Festival, including the Gladden HOA Event Area.
b. The Town shall provide a stage with audio components and an electricity gen-
erator to the Gladden HOA event area at no cost to Gladden HOA for the duration
of the event. Town staff shall be responsible for set-up and take --down of the stage.
The Town shall be solely responsible for the stage, all necessary and ancillary
equipment, and all employees and contractors doing the set -up and take -down. The
Town's responsibility in the preceding sentence includes providing insurance that
shall be primary for the stage, all necessary and ancillary equipment, and all em-
ployees and contractors doing the set-up and take -down. The Town shall indemnify
and hold harmless Gladden HOA for any claims related to the condition of the stage
and all necessary and ancillary equipment, and the conduct and performance of all
employees and contractors of the Town doing the set-up and take -down. Gladden
HOA shall indemnify and hold harmless the Town for any claims related to the
conduct of Gladden HOA. or its staff, employees, or agents in the use of the stage
and necessary and ancillary equipment. This indemnification supersedes the indem-
nification separately provided for in paragraph 9, below.
4. Expenses and compensation. Except as otherwise set forth in this Agreement, Glad-
den HOA shall be responsible for all of its operating expenses. Gladden HOA may
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assess, collect and retain registration fees from vendors who wish to participate in the
Gladden HOA Event Area. The Town makes no guarantee or promise regarding the
amount of compensation Gladden HOA. will receive due to collection of these fees.
Gladden HOA shall be liable for any and all taxes applicable to the proceeds received
by Gladden HOA for the Harvest Festival.
5. Effective date and duration. This agreement shall be effective as of the signature
date of the last Warty to sign this Agreement, and shall remain in effect until Octo-
ber 31, 2014. Notwithstanding the foregoing, the indemnification provisions set forth in
paragraph 3(b) above and paragraph 9 below shall survive termination of this Agree-
ment.
6. Relationship of the parties. In the performance of the services contemplated by this
Agreement, Gladden HOA 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 Gladden HOA.
7. Use of Town logo and seal. The Town grants Gladden HOA a limited license to use,
at no cost, the Town's logo and seal in Gladden HOA's performance of the services
described in paragraph 2 of this .Agreement. Gladden HOA shall not use the Town's
logo and seal for any other purpose or use. Gladden HOA shall not modify, revise or
alter the Town's logo or seal in any way.
S. Insurance. During the terns of this Agreement, Gladden HOA shall maintain insur-
ance with the following required minimum coverages and limits, and the Town shall be
named as an additional insured on the commercial general liability insurance policy for
purposes of Gladden HOA.'s activities in relation to the :Harvest Festival pursuant to
this Agreement:
Worker's Compensation:
Employer's Liability:
Commercial General Liability:
Business Auto Liability:
Statutory
U.S. $x.00,000
U.S. $1,000,000 per occurrence
U.S. $2,000,000 aggregate
U.S. $7.,000,000 combined single limit
a. Gladden HOA shall deliver one or more certificates of insurance and addition-
al insured endorsements evidencing coverage as described in this paragraph S to the
Town upon execution of this agreement. Gladden HOA shall also deliver new cer-
tificates of insurance if the policy(s) is updated during the term of this Agreement.
All certificates shall be delivered to the Town Manager's Office.
b. As an additional insured on Gladden I IOA's commercial general liability poli-
cy, 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 pursuant to this
Agreement.
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c. The insurance afforded Gladden HOA shall be primary insurance at the Glad-
den HOA Event Area, with the exception of the stage provided by the Town, as
more specifically addressed in paragraph 3(b) above, and any insurance carried by
the Town, its agents, officials or employees shall be excess and not contributory in-
surance to that provided by Gladden HOA. Coverage provided by Gladden HOA
shall be primary insurance with respect to all other available sources. The Town's
insurance shall be primary for all events or other activities or occurrences anywhere
other than at the Gladden HOA Event Area.
d. The insurance requirements specified in this paragraph 8 may not be changed
or modified except by written agreement signed by both Parties.
e. Durin g the term of this Agreement, Gladden HOA. shall give the Town at least
30 calendar days' written notice prior to a planned cancellation or reduction of any
coverage required by this paragraph 8. Gladden HOA shall give the Town immedi -
ate notice of any other cancellation or reduction of any coverage required by this
paragraph 8. cancellation or reduction of any coverage required by this paragraph
8 is grounds for termination of this Agreement by the Town.
9. Indemnification.
a. Gladden HOA agrees to defend, save, hold harmless, and indemnify 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 e ui , in tort or in contract, or otherwise caused by or resulting from
Gladden HOA's errors, omissions, or negligent acts in the performance of services
pursuant to this Agreement, anyone directly or indirectly employed by Gladden
HOA., or anyone for whose acts Gladden HOA may be liable.
b. The Town agrees to defend, save, hold harmless, and indemnify Madden
HOA, 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, uit , in tort or in contract, or otherwise caused by or resulting from the
Town's errors, omissions, or negligent acts in the performance of services pursuant
to this Agreement anyone directly or indirectly employed by the Town, or anyone
for whose acts the Town may be liable.
10. 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, Gladden HOA
shall obtain any and all permits prescribed by the Town, the Northwest Fire District or
an other appropriate regulatory agency for its activities under this Agreement. In
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consideration of the services to be performed by Madden HOA under the terms of this
Agreement, to the extent legally permissible, the Town agrees to waive all Town of
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Marana review and 1' ermit fees that Gladden HOA would normally be required to pay
for Gladden I OA's activities pursuant to this Agreement.
11. 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 - Bldg A3
Marana, AZ 85653
If to Gl HOA, to: GLADDEN FARMS COMMUNITY ASSOCIATION
Attn: Community Manager
12375 N. Heritage Park Drive
Marana, Arizona 85653
12. Entire ag reement. This Agreement constitutes the entire agreement and under -
g standing of the Parties pertaining to the subject matter of the Agreement and super -
sedes all offers, neg otiations, and other agreements of any kind. All prior and contem
e oraneous ag reements,, representations and understandings of the P arties, oral or writ
ten, are superseded and merged in this Agreement.
13. Authority to exec a g ree men t. The individuals executi this Agreement hereby
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rep resent that the have full right, power, and authority to execute this Agreement on
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behalf of their respective Parties.
14. Force ma ] 'eure. Notwithstandin g any other term., condition or provision of this
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Agreement to the contrary if an y Y Part to this .Agreement is precluded f rom satisfying
or fulfillin g an y y dut or obligation imp osed upon it due to labor strikes, material short- -
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a es war, civil disturbances, weather conditions, natural disasters, acts of God, or other
events y beyond the control of such Part , the time period provided herein for the per-
formance b y y y such Part of such du or obligation shall be extended for a period equal
to the delay occasioned by such events.
15. Immig ration laws. Gladden HOA. warrants that it will at all times comply with all
federal g
immigration laws and regulations that relate to i ts e mploye es and with A rizona
Revised Statutes section A.R.S. 23 -214 (A). Gladden HOA acknowledges that pursu-
ant to A.R.S. § 41 -w4401 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
p erforms employee who f orms work or services pursuant to this Agreement to ensure compli�-
ance with this warranty.
16. f g o Conflict interest. This A greement is subject to the provisions of A.R.S. § 35 - 511,
.�
which p rovides for termination in certain instances involving conflicts of interest.
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17. 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.
18. Governing raw. This Agreement shall be construed in accordance with the laws of
the State of Arizona.
19. Termination. Either Party may terminate its participation in this Agreement for
any reason upon at least 15 days' prior written notice to the other Party.
20. Miscellaneous.
a. This Agreement may not be modified except in a writing signed gned 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.
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.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Parties have d u l y executed this instrument below.
The "Town ":
TOWN OF MARANA, an Arizona muni
pal corporation
Ed Honea, Mayo
Date:
►O_ _U
own Oerk Date
APPROVED AS To FORM:
"Gladden HOA" :
GLADDEN FARMS COMMUNITY
ASSocIATION, an Arizona not-for-
association
By:
Printed:
Its:
Date:
ey j aete /'� /
The f oregoing instrument was acknowledged before me this day of
2014 by i the
of GLADDEN FARMS COMMUNITY AssocIATION,
an Arizona not -for- profit association on behalf of the association.
(Seal)
Notary Public
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IN WITNESS WIAERE"OF, the Parties have d-u.l executed this instrurn.ei.it below.
The "Town":
TOWN (--)f'M.ARANA,, aji Arimia 11-111.1-lic.1-
pal corpc)ration
Ed Honea., Ma
Da
A"FFE1,51":
Town. Clerk
AF)PROVY"'D A',-) FoRm.:
Tomi Attorne
Date
Date
Gladden F10A ":
GLADDE'ON FARMSCOMMUNFYY
A,s an Arizona nc)t-for-profit
ass(
B
Prii
fts:
Date: ..___._��� .�.�. � _._ �.
The fore instrumeiit was acknowled before me ffiis day of
2014 b . ... ..... ........ the
....... . ...... - --- - --------------------
11.111 "-Colt of GLA1.)DEN FARMS COMM
-ie associatioll. UNi"j-- y Ass-ocIA"HO
an Arizona jiot-for'profit assodation mi behalf of t] N,
Notary PublIc
. T KELLY PENUELA
Notar Public I A� �zono
MARK OPA COUNTY
i e
My Comm, Exp, 12-15-2017
W0039697DOC 1, 41
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