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HomeMy WebLinkAboutResolution 2019-082 Approving the Second Amendment to the Leman Academy of Excellence Usage AgreementMARANA RESOLUTION NO. 2019-082 RELATING TO PARKS AND RECREATION; APPROVING AND AUTHORIZING THE PARKS AND RECREATION DIRECTOR TO EXECUTE THE SECOND AMENDMENT TO FACILITY USAGE AGREEMENT BETWEEN THE TOWN OF MARANA AND LEMAN ACADEMY OF EXCELLENCE, INC. WHEREAS on May 16, 2017, the Mayor and Council of the Town of Marana adopted Resolution No. 2017-041, approving and authorizing the Parks and Recreation Director to execute a Facility Usage Agreement between the Town of Marana and Leman Academy of Excellence, Inc.; and WHEREAS the Mayor and Council of the Town of Marana find that this resolution is in the best interests of the Town of Marana and its citizens. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, that the Second Amendment to Facility Usage Agreement between the Town of Marana and Leman Academy of Excellence, Inc., attached to this resolution as Exhibit A, is hereby approved, and the Parks and Recreation Director is authorized to execute it for and on behalf of the Town of Marana. IT IS FURTHER RESOLVED that the Town Manager and staff are hereby directed and authorized to undertake all other and further tasks required or beneficial to carry out the terms, obligations, conditions and objectives of the Facility Usage Agreement. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 3rd day of September, 2019. Aa-a��4� Cherry L. L wson, Town Clerk 00065120.DOCX /1 Resolution No. 2019-082 Mayor Ed honea APPROVED AS TOXORM: 'own A MARANA AZ ESTABIAS14£f.7 1977 Exhibit A to Marana Resolution No. 2019-082 SECOND AMENDMENT TO FACILITY USAGE AGREEMENT BETWEEN TOWN OF MARANA AND LEMAN ACADEMY OF EXCELLENCE, INC. This Second Amendment to Facility Usage Agreement (this "Second Amendment") is made and entered into by and between the TOWN OF MARANA (the "Town"), an Arizona municipal corporation and LEMAN ACADEMY OF EXCELLENCE, INC. ("Leman"), an Arizona non- profit corporation. Leman and the Town are sometimes collectively referred to in this Agreement as the "Parties," either of which is sometimes referred to as a "Party." RECITALS A. In May 2017, the Parties entered into a Facility Usage Agreement (the "Agreement") to allow the Town and Leman to permit common use of their respective facilities at Crossroads Park and the Leman Academy. B. Paragraph 13 of the Agreement provides that the Agreement expired on May 31, 2018, but that the Parties may renew the Agreement for up to four consecutive one-year periods on the same terms as set forth in the Agreement, by executing a written amendment setting forth the renewal term and signed by the Parties. C. Effective June 1, 2018, the Parties entered into an amendment to the Agreement (the "First Amendment") to renew the Agreement for the first of four possible one-year renewal periods and to make other miscellaneous amendments regarding the Parties' rights and responsibilities. D. The Town and Leman desire to amend the Agreement, as previously amended, to renew it for the second possible one-year renewal period. AGREEMENT NOW, THEREFORE, based on the foregoing recitals the Parties agree as follows: 1. Term. The Agreement, as previously amended, is amended to renew the Agreement for the second of four possible consecutive one-year periods from June 1, 2019 through May 31, 2020, 2. Effective Date. This Second Amendment shall be effective June 1, 2019. 3. Other Terms and Provisions. All other terms and provisions of the Agreement and its exhibits, as previously amended, not specifically changed by this Second Amendment, shall remain in effect and be binding upon the Parties as provided for in the Agreement. Words and phrases having a defined meaning in the Agreement have the same respective meanings when used in this Second Amendment unless otherwise expressly stated. 4. Recitals. The recitals set forth at the beginning of this Second Amendment are hereby acknowledged, confirmed to be accurate, and incorporated here by reference. 5. Entire Agreement. This Second Amendment constitutes the entire agreement between the Parties pertaining to the subject matter of this Second Amendment. All prior and SECOND AMENDMENT TO JOINT FACILITY USE AGREEMENT: LEMAN ACADEMY 00064854.DOCX /1 - 1 - Exhibit A to Marana Resolution No. 2019-082 contemporaneous agreements, representation and understanding of the Parties, oral or written, are hereby superseded and merged in this Second Amendment. 6. Severability. If any provision of this Second Amendment is declared illegal, invalid or unenforceable, in whole or in part, under present or future laws, it shall be severed from the remainder of this Second Amendment, which shall otherwise remain in full force and effect. In lieu of the illegal, invalid or unenforceable provision, there shall be added automatically as part of this Second Amendment a provision as similar in terms to the illegal, invalid, or unenforceable provisions as may be possible and still be legal, valid, and enforceable, and this Second Amendment shall be deemed reformed accordingly. 7. Governing Law. This Second Amendment is entered into in Arizona and shall be construed and interpreted under the laws of Arizona. 8. Interpretation. This Second Amendment has been negotiated by the Town and Leman, and neither Party shall be deemed to have drafted this Second Amendment for purposes of construing any portion of this Second Amendment for or against any Party. [SIGNATURE PAGE FOLLOWS] SECOND AMENDMENT TO JOINT FACILITY USE AGREEMENT: LEMAN ACADEMY 00064854.DOCX /1 -2- Exhibit A to Marana Resolution No. 2019-082 IN WITNESS WHEREOF, the Parties have executed this Second Amendment as of the last date set forth below their respective signatures. "Town": TOWN OF MARANA, an Arizona municipal corporation "Leman": LEMAN ACADEMY OF EXCELLENCE, INC., an Arizona non-profit corporation By: By: Jim Conroy Parks & Recreation Director Its: Date: Date: ATTEST: Cherry Lawson, Town Clerk APPROVED AS TO FORM: Frank Cassidy, Town Attorney STATE OF ARIZONA ) ) ss. County of ) The foregoing instrument was acknowledged before me this day of 2019, by , the of LEMAN ACADEMY OF EXCELLENCE, INC., an Arizona non-profit corporation, on behalf of the corporation. (Seal) Notary Public SECOND AMENDMENT "r0 JOINT FACILITY USE AGREEMENT: LEMAN ACADEMY 00064854.DOCX /1 -3-