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Home My WebLink AboutResolution 2021-039 Authorizing to Excute an Amended and Restated License Agreement with Marana Health Center Inc, for use of Town-Owned Property; for a COVID-19 Drive- Through Vaccination Site MARANA RESOLUTION NO. 2021-039 RELATING TO REAL ESTATE; APPROVING AND AUTHORIZING THE TOWN MANAGER TO EXECUTE AN AMENDED AND RESTATED LICENSE AGREEMENT WITH MARANA HEALTH CENTER, INC. FOR USE OF TOWN-OWNED PROPERTY LOCATED NORTH OF BILL GAUDETTE DRIVE BETWEEN MARANA MAIN STREET AND NORTH SANDARIO ROAD FOR A COVID-19 DRIVE-THROUGH VACCINATION SITE WHEREAS the United States government declared a National Emergency related to the COVID-19 pandemic on March 13, 2020; and WHEREAS the Marana Health Center desires to use a portion of the Town-owned dirt lots north of Bill Gaudette Drive between Marana Main Street and North Sandario Road (the "Property"),for a drive-through COVID-19 vaccination site; and WHEREAS, on January 19, 2021, the Mayor and Council adopted Resolution No. 2021-010, approving and authorizing the Town Manager to execute a license agreement with Marana Health Center for use of the Property; and WHEREAS it has become necessary to amend the boundary of the property subject to the license agreement; and WHEREAS the Mayor and Council of the Town of Marana find that the best interests of Marana and its citizens are served by entering into an amended and restated license agreement with the Marana Health Center. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, that the amended and restated license agreement with Marana Health Center, Inc. is hereby approved in substantially the form set forth in Exhibit A, attached to and incorporated within this resolution, and the Town Manager is authorized to sign it for and on behalf of the Town of Marana. Resolution No.2021-039 PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 6th day of April, 2021. Mayor Ed H nea ATTEST:AD APPROVED AS TO FORM: ,l_R', t cam- 1 • Cherry L. L. son, Town Clerk Jane a6:11, Town Altorney ailsilimisamigismanitar MARANA AZ ESTABLISHED 1977 Resolution No.2021-039 EXHIBIT A AMENDED AND RESTATED LICENSE AGREEMENT LICENSOR: TOWN OF MARANA 11555 W. Civic Center Dr. Marana, AZ 85653 LICENSEE: MARANA HEALTH CENTER,INC. 13395 N. Marana Main Street Marana, AZ 85653 This Amended and Restated License Agreement amends and replaces the License Agreement entered into by Licensor and Licensee effective January 20, 2021. In consideration of Licensee's performance of its obligations under this Agreement, Licensor hereby gives permission to Licensee to use a portion of Licensor's Property (the "Property") as depicted on Exhibit"A" attached to and incorporated by this reference in this Agreement and more particularly described as follows: • The southern portion of the dirt lot identified as Pima County Assessor's Parcel Number(APN) 217-37-048F,bounded on the south by Bill Gaudette Drive and on the north by an imaginary line just south of the right-of-way segment south of Northwest Fire District station 36, 13475 N. Marana Main Street, extending west to the parcel boundary • The dirt lot identified as Pima County Assessor's Parcel Number (APN) 217-37-073C bounded by Bill Gaudette Drive to the south, Marana Main Street to the east, and the right-of-way segment south of Northwest Fire District station 36, 13475 N. Marana Main Street, to the north Licensee may use the Property for a drive-through COVID-19 vaccination site,subject to the following terms and conditions: a. Licensee will have access to the Property from 8:00 AM to 6:00 PM Monday through Friday, and may conduct the vaccination clinic from 9:00 AM to 5:00 PM Monday through Friday. The property can be closed off to the public via cones or barricades after hours of operation. b. Licensor may require Licensee to temporarily vacate the Property if Licensor desires to use the Property for other purposes. Licensor will give Licensee at least seven days' prior notice to vacate the Property. c. Licensee may erect temporary tents no larger than 12 foot by 12 foot on the Property. Licensee shall ensure that all tents are installed or secured per manufacturers' specifications. Licensee shall erect and take down the temporary tents each day. 00074683.DOO(/1 d. Licensee shall provide and use cones and signage directing cars where to enter and exit the Property. Licensee shall coordinate and comply with the direction of Licensor's Traffic Engineering Division regarding placement of the cones and signage. Licensee shall comply with any and all traffic plans created by Licensor's Traffic Engineering Division. Licensor shall have the right to modify or revoke the License at any time,all on the terms and conditions set forth below,which Licensee promises to comply with and abide by: 1. This Agreement shall be binding upon Licensee,its heirs,assignees and designees, and every reference to Licensee in this Agreement shall include and bind Licensee's heirs, assignees and designees. 2. Licensee covenants that it shall defend,indemnify and hold harmless Licensor, its officers,agents,and employees from any and all claims,demands,causes of action, complaints, suits, losses, damages, injuries, and liabilities whatsoever (including those for costs, expenses,and attorneys' fees) to any person,persons,or property arising out of either (1) the use of the Licensor's Property by Licensee, or (2) the negligent acts or omissions of Licensee. 3. As a condition precedent to use of the Property and to allow ongoing use of the Property, Licensee shall provide certificate(s) of insurance and endorsement(s) evidencing the following minimum insurance coverages and limits,and the Town of Marana shall be listed as an additional insured on the Commercial General Liability policy: a. Commercial General Liability-$1,000,000 per occurrence, $2,000,000 aggregate 4. This Agreement becomes effective on the signature date of the last party to sign it, and shall remain in effect until July 31,2021, or unless and until it is(a) terminated by written agreement of the parties or(b) revoked by and at the sole discretion of Licensor. 5. Licensor shall give Licensee written notice of revocation at least 15 calendar days prior to the effective date of any revocation. 6. If Licensee causes any damage to Licensor's Property, Licensee shall promptly make and pay for the repairs necessary to restore the Property to its pre-damaged condition. 7. Licensee shall abide by all existing laws of the State of Arizona, County of Pima and Town of Marana. Licensee shall comply with all applicable COVID-19 vaccination related regulations as required by the Arizona Department of Health Services and the Pima County Health Department. 8. This Agreement is subject to cancellation for conflict of interest pursuant to A.R.S. § 38-511. 00074683.DOIX/1 9. During the term of this Agreement, Licensee agrees to use the Property only for the purpose of a drive-through COVID-19 vaccination site. At all times during the term of this Agreement, Licensee agrees to use the Property in keeping with best safety practices.Under no circumstances may Licensee(a)use or permit the use of the Property for any purpose other than the purpose described in this Agreement, (b) cause or permit waste of the Property or (c) adversely affect Licensor's title and rights to the Property, including any water rights or any other rights owned or claimed by Licensor. 10. At the end of each day of its use of the Property, Licensee agrees that it will pick up and properly dispose of all trash and debris deposited on the Property as a result of Licensee's activities. 11. This Agreement and Exhibit A to this Agreement contain the entire agreement and understanding of the Licensor and Licensee.This agreement can be amended only by written instrument executed by both parties. [SIGNATURE PAGE FOLLOWS] 00074683.D00(/1 IN WITNESS WHEREOF,the parties have executed this Agreement effective as of the signature date of the last party to sign it. LICENSEE: LICENSOR: MARANA HEALTH CENTER,INC., an TOWN OF MARANA,an Arizona municipal Arizona nonprofit corporation corporation By: By: Clinton Kuntz,Chief Executive Terry Rozema,Town Manager Officer Date: Date: ATTEST: Town Clerk APPROVED AS TO FORM: Town Attorney STATE OF Arizona ) ss. County of Pima ) The foregoing instrument was acknowledged before me this day of , 2021 by Clinton Kuntz, Chief Executive Officer of MARANA HEALTH CENTER,INC., an Arizona nonprofit corporation, on behalf of the corporation. 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