The URL can be used to link to this page

Home My WebLink AboutResolution 2021-058 Authorizing to Excute an Amended and Restated License Agreement with Apollo Healthcare and Diagnostic, LLC DBA: TestNow MARANA RESOLUTION NO. 2021-058 RELATING TO REAL ESTATE; APPROVING AND AUTHORIZING THE TOWN MANAGER TO EXECUTE AN AMENDED AND RESTATED LICENSE AGREEMENT WITH APOLLO HEALTHCARE AND DIAGNOSTICS,LLC,DBA:TESTNOW FOR USE OF TOWN-OWNED PROPERTY LOCATED AT 11555 W. CIVIC CENTER DRIVE WHEREAS the United States government declared a National Emergency related to the COVID-19 pandemic on March 13, 2020; and WHEREAS Apollo Healthcare and Diagnostics, LLC desires to use the gravel parking lot adjacent to the Marana Municipal Complex located at 11555 W. Civic Center Dr. (the "Property"), for a drive-through COVID-19 vaccination site; and WHEREAS, on January 19, 2021, the Mayor and Council adopted Resolution No. 2021-008, approving and authorizing the Town Manager to execute a license agreement with Apollo Healthcare and Diagnostics, LLC for use of the Property for COVID-19 testing and flu vaccinations; and WHEREAS Apollo Healthcare and Diagnostics, LLC now seeks to administer COVID-19 vaccinations at the site and adjust the hours of operation to meet demand;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 Apollo Healthcare and Diagnostics, LLC. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, that the amended and restated license agreement with Apollo Healthcare and Diagnostics, LLC. 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.2021-058 PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 4th day of May, 2021. Mayor Ed Honea ATTES : APPROVED AS TO FORM: ..d110.1"r4firL_kW* k- Cherry L. Law on, Town Clerk Jane Fa all, Town Attorney MARANA AZ ESTABLISHEI";- tc / ; Resolution No.2021-058 EXHIBIT A AMENDED AND RESTATED LICENSE AGREEMENT LICENSOR: TOWN OF MARANA 11555 W. Civic Center Dr. Marana, AZ 85653 LICENSEE: APOLLO HEALTHCARE AND DIAGNOSTICS LLC, dba: TestNOW 3370 N Hayden Rd #123-215 Scottsdale, AZ 85251 This Amended and Restated License Agreement amends and replaces the License Agreement entered into by Licensor and Licensee effective 2/19/21. 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 gravel parking lot adjacent to the Marana Municipal Complex located at 11555 W.Civic Center Dr.,bounded by West Civic Center Drive to the west,West Barnett Drive to the south, and the driveway into the Marana Municipal Complex on the northeast, and identified as Pima County Assessor's Parcel Number (APN) 217370590. Licensee may use the Property for a drive-through COVID-19 testing site, COVID-19 vaccination site, flu vaccination site, and for parking for Licensee's employees, subject to the following terms and conditions: a. Licensee will have access to the Property from 7:00 AM to 10:00 PM, and will maintain consistent business hours of Sunday through Saturday from 8:00 AM to 4:00 PM, but may adjust to stay open until 9:00 PM if demand for testing or vaccination increases. The property can be closed off to the public via cones or barricades after hours of operation. b. The Licensor will require Licensee to vacate the Property when the Licensor desires to use the Property for other purposes, including, without limitation, Licensor's special events. The Town will give Licensee at least seven days' notice to vacate the Property. c. Licensee may erect temporary tents no larger than 12 foot by 12 foot for testing and vaccination sites and may maintain an office module on the Property in the area depicted on Exhibit A as "Testing Center, Tents, and Storage." Licensee shall 00075209.DOCX/1 ensure that all tents are installed or secured per manufacturers' specifications. Licensee shall erect and take down the temporary tents each day. d. Licensee shall provide and use cones and signage directing cars where to enter and exit the Property and where to park following COVID-19 vaccination pursuant to the route depicted on Exhibit A. Licensee shall comply with the direction of Licensor's Traffic Engineering division regarding placement of the cones and signage. e. Licensee may maintain a storage unit and a portable restroom facility on the Property during the term of this Agreement. Licensee shall cause the portable restroom facility to be regularly serviced. Licensee is responsible for loss of any items stored on the property. 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 obtain a valid Town of Marana business license. Licensee shall at all times during the duration of this agreement hold a valid Town of Marana business license. 4. As a condition precedent to use of the Property and to allow ongoing use of the Property,Licensee shall provide certificates of insurance and endorsement 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: • Commercial General Liability - $1,000,000 per occurrence, $2,000,000 aggregate • Business Auto Liability - $1,000,000 combined single limit 5. This Agreement becomes effective on the signature date of the last party to sign it, and shall remain in effect until October 31,2021,or unless and until it is (a) terminated 00075209.DOCX/1 by written agreement of the parties or (b) revoked by and at the sole discretion of Licensor. 6. Licensor shall give Licensee written notice of revocation at least 15 calendar days prior to the effective date of any revocation. 7. 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. 8. 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 laws and regulations as required by the Arizona Department of Health Services and Arizona Revised Statutes. 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. 9. This Agreement is subject to cancellation for conflict of interest pursuant to A.R.S. § 38-511. 10. During the term of this Agreement, Licensee agrees to use the Property only for the purpose of a drive-through COVID-19 testing site,COVID-19 vaccination site,and flu vaccination site and for parking for Licensee's employees. 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. 11. 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. 12. 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] 00075209.DOCX/1 IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Licensor's signature date below. LICENSEE: LICENSOR: APOLLO HEALTHCARE AND DIAGNOSTICS TOWN OF MARANA, an Arizona municipal LLC, an Arizona limited liability corporation company, dba: TestNOW By: By: Terry Rozema, Interim Town Raymond S. Embrey, Member Manager Date: Date: ATTEST: By: Zachary E. Travis, Member Date: 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 Raymond S. Embrey, Member of APOLLO HEALTHCARE AND DIAGNOSTICS LLC, an Arizona limited liability company dba: TestNOW, on behalf of the LLC. (Seal) Notary Public 00075209.DOCX/1 STATE OF Arizona ) ss. County of Pima ) The foregoing instrument was acknowledged before me this day of , 2021 by Zachary E. Travis, Member of APOLLO HEALTHCARE AND DIAGNOSTICS LLC, an Arizona limited liability company dba: TestNOW, on behalf of the LLC. (Seal) Notary Public 00075209.DOCX/1 ±xhibit A to License J. . . .„,... ..J , . . / . ,. „„. „ , 7 ,„ ..._ ., , /,,,,,, ': ". , .„..41.1:_ , ' ''''' - - ... i Maranjawa t4iiM /, ,,. . , ,,., �Cunicipal ,Aft,',. „, . gra 1,.., ''r D c4. y� �r T t Ike / Nil 7//y/ , , �( f / / '. I t/ . , 'a��' '1 -',.' 1 g i , j •A I t010,4 , 4. , km t 4 ((Di / "r._ , • . ' r • gI a e - $ 1A APN: 217370590 - 11555 W. Civic Center Drive x Traffic Flow ,, 4 Testing Center, Tents and Storage FT Parcels k r :.` :. r/ Post Vaccination Parking . . 0 15 30 i, Yards � _