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HomeMy WebLinkAboutResolution 2016-007 Approving Mobile Stage Usage AgreementMARANA RESOLUTION NO. 2016-007 RELATING TO PARIS AND RECREATION; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE A MOBILE STAGE USAGE AGREEMENT BETWEEN THE TOWN OF MARANA AND COMMUNITY FOOD BANK, INC. WHEREAS on February S, 2013, the Town Council adopted Resolution No. 2013 -010, approving and authorizing Town staff to implement the Town of Marana :Mobile Stage Usage Policy (the "Policy "); and WHEREAS among other items, the Policy provides that an approved user of the Town's stage must pay all applicable stage rental fees established in the Town of Marana comprehensive fee schedule, unless those fees are waived pursuant to a formal agreement between the Town and the user; and WHEREAS the Community Food Bank, Inc. is a non- profit corporation providing South- ern Arizona with a multitude of food - related programs and services including emergency food distribution, child hunger programs, home and community gardening, farmers' markets, and SNAP (food stamp) application; and WHEREAS on February 19, 2013, the Town Council adopted Resolution No. 2013 -014, formally recognizing and thanking the rood Bank for its past efforts at the Marana Heritage Riv- er Park and its continued work at the Marana Community Food Bank, and authorizing the Town Manager to provide the Town's support and assistance to the Food Bank; and WHEREAS the Town and the Food Bank desire to enter into a formal agreement regard- ing the Food Bank's usage of the Town's stage; 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 mobile stage usage agreement between the Town of Marana and Com- munity Food Bank, Inc. attached to and incorporated by this reference in this resolution as Ex- hibit A is hereby approved, and the Mayor is hereby authorized and directed to execute it for and on behalf of the Town of Marana. SECTION 2. The Town's Manager and staff are hereby directed and authorized to under- take all other and further tasks required or beneficial to carry out the terms, obligations, and ob- jectives of the agreement. 0004465 G. DOCX /I Marana Resolution No. 2016 -007 - PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA., ARIZONA, this 19th day of Januar 2016. !N 19 � AR N ATTEST: klzo. Y cel y n C. K/onson, Town Clerk Ma Ed Honea 00044656. DOCX /I Marana Resolution No. 2016-007 -2- MOBILE STAGE USAGE AGREEMENT BETWEEN THE TOWN OF MARANA AND COMMUNITY FOOD BANK, INC. THIS MOBZ :.1E STAGE USAGE AGREEMENT (this "Agreement ") is entered into by and be- tween the TOWN OF MARANA, an Arizona municipal corporation (the "Town"), and COMMUNITY FOOD BANK, INC., an Arizona non- profit corporation (the "Food Bank " ). The Town and the 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 S A. On February 5, 2013, the Town Council adopted resolution No. 2013 -010, ap- proving and authorizing Town staff to implement the Town of Marana Mobile Stage Usage Policy (the ""Policy"). The Policy provides guidelines and sets procedures for use and reservation. of the Town's mobile stage (the ""Stage""). B. Among other items, the Policy provides that an approved user of the Stage must pay all applicable Stage rental fees established in the Town of Marana comprehensive fee schedule, as adopted by the Town Council and amended from time to time, unless those fees are waived pursuant to a formal agreement between the Town and the user. C. The Community Food Bank, Inc. is a non-profit corporation providing Southern Arizona with a multitude of food - related programs and services including emergency food distribution, child hunger programs, home and community gardening, farmers" markets, and SNAP (food stamp) application. D. The Town Council has long recognized the need to promote programs that en- courage services for citizens of all ages and began cooperation and collaboration with the Food Bank in 1955 with the development of the Marana Community Food Bank. E. On February 19, 2013, the Town Council adopted Resolution No. 2013-014, for- mally recognizing and thanking the Food Bank for its past efforts at the Marana Herit- age River Park and its continued work at the Marana Community Food Bank, and au- thorizing the Town Manager to provide the Town's support and assistance to the Food Bank in its continuing efforts to educate citizens of all ages about home gardening in our desert climate and to distribute food to those in need in our community. F. The Town and the Food Bank desire to enter into a formal agreement regarding the Food Bank's usage of the Stage. 00044619.DOC 12 MOBILE 'STAGE" USArA1 ACRE MLNT: COMMUNITY FOOD BANK, INC. 115H2016 .II{ -I - C. The Town finds that the benefits to the Town resulting from the Food Bank's ac- tivities in the Town have a value at least equal to any Stage rental fees that may be waived pursuant to this Agreement. AGREEMENT Now rFHEREFORE r based on the foregoing recitals, which are incorporated here as the intent of the Parties in enterin g into this Agreement, and in consideration of the terms o this Agreement, the Parties hereby agree as follows: 1. Food Bank use o f Stag Pursuant to the Town of Marana Mobile Stage Usage Poli- cy, p � which is incorporated herein b this reference, the Food Bank is an approved user of �' use the Sta g i n and may the Town's Sta g e pursuant to and n compliance with the terms, conditions rules and regulations of the Policy, except as otherwise set forth in this y Agreement. If an of the p rovisions of the Policy conflict with the provisions set forth in this r Agreement, the p rovisions set forth in this Agreement shall take precedence and shall control. 2. g f ees. Notwithstanding rental Stag Section H: of the Policy regarding Fees and De- posit g A greement, Procedures duri the term of this A reement, the Town shall waive any and all ap fees and dep osits related to the Food Bank's use of the Stage. PP 3. Non -.Assi g niuen t. The Food Bans rights hts under this Agreement cannot be as- signed by the Food Bank. 4. Effective duration. ective date and dti This Agreement shall be effective as of the signature y to date of the last Part sign this Agreement, and shall remain in effect unless and until g g terminated pursuant to paragraph 17 below. 5. 501(c)(3) status of the Food Bank. The Food Bank shall maintain its 501 (c) (3) status non-profit it or anization in g ood standing at all tunes during the terra of. this a.s . a P g g g Afire p Agre ement and shall submit roof of such g ood standing to the Town upon the Town's request. 6. Insurance. The Food Bank shall maintain insurance throughout the terra of this P Agreement from carriers acceptable to the Town with the following required coverages and limits: Commercial General Liability U.S. $1,000,000 per occurrence U.S. $2,000,000 agg1egate a. The Food Bank shall deliver one or more certificates of insurance evidencing ov erage p aragra p h e as described in this h 7 to the Town upon execution of this c Agreement. The Food Bank shall also deliver new certificates of insurance each time the p olicy ( s) is u pdated. dated. All certificates shall be delivered to: Town of Marana Legal Department, 1.1555 W. Civic Center Drive, Marana, Arizona 85653. 000446 19.DOC 12 MOBILE ,STAGE USAGE AGRE'EM1 NT: COMMUNIT Foot B A NK, INC. 1/5H201 1F w2_ b . The Town shall be named as an additional insured on the commercial general l iability insurance p olicy r b this � y p Y q Y p aragraph 7. The Food Bank shall deliver �' a dditional insured endorsement(s) g s aloe with the certificate(s) of insurance required by s ubparagra p h ( a ) above. As an additional insured, the Town shall be provided coverage for an y Y liabilit arisin g out of o perations performed in whole or in part by or o n behalf of the Food Bank pursuant to this Agreement. The additional insured endorsement form identification number shall also be included within the descrip- tion n box on the certificate of insurance and the applicable policy number shall be in- cluded on the endorsement. c. All q p olicies required pursuant to this paragraph 7 shall be endorsed to contain a waiver of transfer of rights of recovery (subrogation) against the Town, its agents, g officers, officials, y and emp for an claims arising out of the Food Bank use of th e Stage. Endorsements evidencin g this waiver of subrogation shall be provided to the Town along with all other insurance documentation required by this para- graph 7. d. The certificate s ] p shall also st that the insurance afforded the Food Bank shall be p rimar y insurance and that a insurance carried by the Town, its agents, offi- cxals o r employees ees shall be excess and not contributory insurance to that provided by P the Food Bail& e Covera g provided by the Food Bank shall be primary insurance with respect to all other available sources. re requirements specified ied in this p aragraph 7 may not be changed e. The coverage q p p or modified except by written agreement signed by all Parties. f The Food Bank shall g ive the Town at least 30 calendar days' written notice p prior to a planned cancellation or reduction of any coverage required by this para -- g raph 7. The Food Bank shall g ive the Town immediate notice of any other can cella- tion or reduction of any covera g e required by this paragraph 7. Cancellation or re- duction of a n y covera g e required q uired b this p aragraph 7 is grounds for termination of this Agreement by the Town. i ication. The Food Bank 7. ���a�e��z� f agrees to defend, save, hold harmless, and in - g T own, its officials e ees, a ents, successors, and assigns from. and demn�.fy the T p Y g Y against an 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 quity , . in tort or in contract, or otherwise caused by or resulting from the Food Bank's errors, omissions, or negligent acts in the use of the Stage pursuant to this Agreement. r requests, S. Notices. All notices demands, and other communications under this Ag reement shall be in }writin g and shall be deemed given if personally delivered or mailed, certified mail, return receipt requested; to the following addresses: 00044619.DOC 12 M OBILE STAGE, USA AGREEMENT: COMM UNITY FOOD BANK, INS'. 1/5H2016 1F - 3 - 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 the Food Bank to: COMMUNITY FOOD BANK, INC. Attn: Chief Executive officer P. o. Box 26727 Tucson, AZ 85726 -6727 9. En tire a g g reenien t. This Agreement constitutes the entire' agreement and under - g p ertaining standing of the Parties ertainin to the subject matter of the Agreement and super - sedes all offers, negotiations, and other agreements of any kind. All prior and contem- p oraneous a representations and understandings of the Parties, oral or writ- ten, are superseded and merged in this Agreement. 10. � Authority to execute a reenient. The individuals executing this Agreement hereby y represent that the have full right, power, and authority to execute this Agreement on behalf of their respective Parties. 11. Uncon trollable circunis tances. Notwithstanding any other term., condition or pro- ° ion of this Agreement to the contrary,, if an vas g y y Party to this Agreement is precluded from g satisf y in or f an y y or du obl imposed upon it due to labor strikes, g material shortages, war, civil disturbances, weather conditions, natural disasters, or other events beyond the control of such Party, the time period provided herein for the rf ormance b such Part of such du or oblig ation pe rformance y y y shall be extended for a period g equal to the delay occasioned by such events. 1.2. I1 uni ration Zau)s. The Food Bank warrants that it will at all times comply with all federal g immigration laws and regulations that relate to its employees and with Arizona Revised Statutes section A.R.S. 23 -214 (A. ). The Food Bank acknowledges that 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 reement sub' ect to penalties up to and including termination o g f this Ag reement, and that the Town retains the legal right to inspect the papers of any �' em to ee who works on the Agreement to ensure compliance with this warranty. P 13. Conflict of interest. This Agreement is Subject to the provisions of A.R.S. § 35.511, which P rovides for termination in certain instances involving conf of interest. 14. Attorneys" f ees. The prevailing Party in a civil action to enforce this Agreement S from e other y hall be entitled to recover f the Party, in addition to any relief to which such pr evailing Part m be entitled, all costs, pr g y y e and reasonable attorneys' fees in- P curred in connection with that civil action. 15. G overning g razt�. This Agreement shall be construed in accordance with the laws of the State of Arizona. 00044619.DOC 12 M 0 13 1 L E S' rAGE USAGE AGRI l "MENT: C0MMUNITY FO 0 D BANK, IN C. 11511201 J1` -4- 16. Tem ination. Either Party may terminate its participation in this Agreement for any reason upon at least 30 days' prior written notice to the other Party. 17. Miscellamous. a. This Y 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. c. This Y Agreement may be executed in multiple counterparts, each of which shall, for all p g p ur oses, 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- - tamed in this Agreement shall be deemed a - waiver of any subsequent breach of the same or any other terra or condition of this Agreement. [SIGNATURE PAGE FOLLOWS] 00044619.DOC 12 MOBILE S'T'AGE USAGE AGRE MINT: COMMUNn'Y Fool) BANK, INC. 115112016 JF _5- IN WITNESS WHEREOIA,, the Parties hereto have executed this A as of the last date set forth below their respective si The ""Town // : TOWN OF MARANA, an Arizona munic- ipal corporation Ed ffone, Ma Date: r � g 24 �� ATTEST: The "Food Bank": COMMUNITY FOOD BANK,, INC.,, an Arizo- na non-profit corporation Michael McDonald, Chief Executive off icer Date n Clery Date AI PRO ED AS To Fow: �owrttorne Date STATE OF Arizona ) ss. Count of Pima The fore instrument was acknowled before me this da of 2016 b Michael McDonald, Chief Executive Officer of Com- MU N ITY Foo BANK, INC., an Arizona non-prof it corporation, on behalf of the corporation. (Seal) YSABEL L PMWLL L ft"y "Aft" Notar Public ftnco► a MOM ft d 9, 2019 00044619DOC 12 M0131 LE STAGE USAGE AGREEMENT: COMMUNITY FOOD BANK., INC. 1/5//2016 JF - 6 -