HomeMy WebLinkAboutResolution 2022-046 Approving and Authorizing the Parks and Recreations Director to Execute a Facility Usage Agreement Between the Town of Marana and Leman Academy of Excellence, Inc. RESOLUTION NO. 2022-046
RELATING TO PARKS AND RECREATION; 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.
WHEREAS the Town of Marana has established the Crossroads at Silverbell
District Park ("Crossroads Park"), located within the Town of Marana at 7548 North
Silverbell Road; and
WHEREAS Leman Academy of Excellence, Inc. ("Leman") has established the
Leman Academy of Excellence ("Leman Academy"), a public charter school adjacent to
Crossroads Park, located within the Town of Marana at 7720 N. Silverbell Road; and
WHEREAS the Town and Leman desire to permit common use of their respective
facilities at Crossroads Park and the Leman Academy to minimize expense to citizens,
improve service delivery, and provide enhanced resources to the community; 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 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.
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00080888.DOCX/l Resolution No.2022-046
PASSED AND ADOPTED by the Mayor and Council of the Town of Marana,
Arizona, this 17th day of May, 2022.
Mayor Ed Honea
ATTE i APPROVED AS TO FORM:
Cherry La ' •n, own Clerk Jane F irall, Town Attorney
MARANA AZ
ESTABLISHED 1977
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00080888.DOCX/1 Resolution No.2022-046
Exhibit A to Marana Resolution No.2022-046
FACILITY USAGE AGREEMENT BETWEEN
TOWN OF MARANA AND LEMAN ACADEMY OF EXCELLENCE,INC.
This Facility Usage Agreement (this "Agreement") 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.The Town has established the Crossroads at Silverbell District Park("Crossroads Park"),
located within the Town of Marana at 7548 North Silverbell Road.
B. Leman has established the Leman Academy of Excellence("Leman Academy"),a public
charter school adjacent to Crossroads Park,located within the Town of Marana at 7720 N.Silverbell
Road.
C.The Town and Leman desire to permit common use of their respective facilities at
Crossroads Park and the Leman Academy to minimize expense to citizens, improve service
delivery,and provide enhanced resources to the community.
D. The purpose of this Agreement is to set forth the responsibilities of the Parties regarding
their use of each other's facilities.
AGREEMENT
NOW, THEREFORE, based on the foregoing recitals, which are incorporated here as the
intention of the Parties in entering into this Agreement,the Parties agree as follows:
1. Leman use of Crossroads Park. The Town hereby permits Leman to use the following
Crossroads Park facilities, as depicted on Exhibit A, during non-peak hours only, defined as
Monday through Friday,6:00 a.m.to 6:00 p.m.,for Leman Academy curricular and extra-curricular
activities at no cost, subject to Leman's performance of its obligations under this Agreement.
During peak hours, Leman may reserve the facilities through the Town's established reservation
process and shall pay any facilities fees established in the Town's comprehensive fee schedule.
a.Softball field
b. Soccer/multi-use fields
c. Basketball courts
2.Town use of Leman Academy. Leman hereby permits the Town to use the following
Leman Academy facilities, as depicted on Exhibit B, for Town recreational programming,
community meetings,and similar governmental uses at no cost,subject to the Town's performance
of its obligations under this Agreement. The Town may use the facilities during non-school hours
only.
00080309.DOCX/1 -1-
Exhibit A to Marana Resolution No.2022-046
a. Gymnasium
b. Cafeteria
c. Outside recreation areas including basketball court,field area,and playground
3. Scheduling. The Parties shall schedule their use of each other's facilities in advance
pursuant to scheduling procedures agreed to by the Parties. If either Party needs to cancel an
activity at the other Party's facility,the Party shall contact a representative of the other Party as soon
as possible,and at least 24 hours in advance.
4. Conditions of use. Each Party's use of the other Party's facilities pursuant to this
Agreement shall be subject to the following conditions:
a. This Agreement is non-exclusive and the Parties may enter into agreements
regarding the use of the facilities in question with other parties throughout the term of this
Agreement.
b. Each Party shall ensure that a staff member or contracted instructor is available at
all times during the Party's usage of the other Party's facilities. The staff member or
contracted instructor shall be responsible for all aspects of the activity at the facility,
including safety rules and closure because of inclement weather.
c. The Parties may need to periodically close their facilities for maintenance or
repairs at the facility owner's sole discretion. Each Party will make reasonable efforts to
notify the other Party in advance of any such closures.
d. Each Party maintains priority usage of its own facilities and has final authority on
determining use or assignments.
e. Leman shall ensure that all persons using the Town's facilities pursuant to this
Agreement:
i. Observe Town of Marana park rules,as codified in the Marana Town Code,
Title 13.
ii. Use the facilities in a safe manner that will not jeopardize the safety and
welfare of park users,park equipment or park facilities.
f.The Town shall ensure that all persons using Lemari s facilities pursuant to this
Agreement:
i. Observe any posted rules of use for the Leman Academy.
ii. Use the facilities in a safe manner that will not jeopardize the safety and
welfare of Leman Academy users,equipment or facilities.
g. Notwithstanding the provisions of this paragraph 4,the Parties each reserve the
right to close their own facilities and/or deny the other Party's use of the facilities due to
inclement weather or any safety or other concern.
5. Repair and maintenance of facilities. Each Party shall be solely responsible for all repair
and maintenance of the Party's own facilities.The Parties agree that the decisions on maintenance
and repair of facilities are non-delegable decisions of the owner of the facilities. However, each
Party shall be responsible for the costs of any repairs that are necessary and directly attributable to
their respective uses of the other Party's facilities.
00080309.DOCX/1 -2-
Exhibit A to Marana Resolution No.2022-046
6. Indemnification. To the fullest extent permitted by law, each Party (as "indemnitor")
shall defend, indemnify and hold harmless the other Party (as "indemnitee"), its officers, officials,
employees, agents, volunteers, successors, and assigns (the "indemnified group") for claims,
damages, losses, liabilities and expenses of any nature whatsoever (including but not limited to
reasonable attorneys' fees, court costs, the costs of appellate proceedings, and all claim adjusting
and handling expense) relating to, arising out of, resulting from or alleged to have resulted from
the indemnitor's acts, errors, mistakes or omissions relating to any action or inaction of this
Agreement(collectively,"claims")including but not limited to work,services,acts,errors,mistakes,
or omissions in the performance of this Agreement by anyone directly or indirectly employed by
or contracting with the indemnitor, or any person for whose acts and liabilities are the obligation
of the indemnitor. If any claim, action or proceeding is brought against the indemnified group,
indemnitor shall have a duty, at its sole cost and expense,to resist or defend such claim or action
on behalf of the indemnified group but only to the extent that such claims result in
vicarious/derivative liability to the indemnitee and are caused by the act, omission, negligence,
misconduct or other fault of the indemnitor,its officers,officials,agents,employees or volunteers;
provided, however, that the indemnitor shall have no obligation to indemnify the indemnified
group for the indemnified group's passive negligence.The indemnity provisions of this Agreement
shall survive the termination of this Agreement.
7. Insurance.
a.Each Party shall secure and maintain in force throughout the life of this
Agreement,comprehensive general liability insurance with carriers acceptable to the other
Party,with a minimum coverage of one million dollars($1,000,000)per occurrence and two
million dollars ($2,000,000) aggregate for personal injury, and one million ($1,000,000) per
occurrence/aggregate for property damage.
b. Each Party shall deliver one or more certificates of insurance evidencing coverage
as described in this paragraph 7 to the other Party upon execution of this Agreement,prior
to using the facilities pursuant to this Agreement. Each Party shall also deliver new
certificates of insurance to the other Party each time the policy(s)is updated.
c. Each Party shall be named as an additional insured on the commercial general
liability insurance policies required by subparagraph(a) above. As an additional insured,
each Party shall be provided coverage for any liability arising out of operations performed
in whole or in part by or on behalf of the other Party. Each Party shall deliver additional
insured endorsement(s)along with the certificate(s)of insurance required by subparagraph
(b)above.
d.The coverage requirements specified in this paragraph 7 may not be changed or
modified except by written agreement signed by the Parties.
e. Each Party shall give the other Party at least 30 calendar days'written notice prior
to a planned cancellation or reduction of any coverage required by this paragraph 7. Each
Party shall give the other Party immediate notice of any other cancellation or reduction of
any coverage required by this paragraph 7. Cancellation or reduction of any coverage
required by this paragraph 7 is grounds for termination of this Agreement.
8. Notices.Any notice required under this Agreement shall be complete when sent via First
Class Mail or hand delivered to the following addresses. Either Party may change its address for
purposes of notice under this Agreement by mailing a notice of change of address to the other Party.
00080309.DOCX/1 -3-
Exhibit A to Marana Resolution No.2022-046
Leman: Leman Academy of Excellence,Inc.
6601 East Grant Road,Suite 101
Tucson,Arizona 85715
Marana: Town of Marana
Attn:Town Manager
11555 W.Civic Center Drive
Marana,AZ 85653
9. Governing law.This Agreement shall be governed by and interpreted in accordance with
the laws of the State of Arizona,and any lawsuit to enforce any provision of this Agreement or to
obtain any remedy with respect to this Agreement shall be brought in the Pima County Superior
Court,and for this purpose the Parties expressly and irrevocably consent to the jurisdiction of the
Pima County Superior Court.
10. Court costs and reasonable attorneys' fees to prevailing Party in dispute. If a Party
fails to perform any of its obligationsations under this Agreement, or if a dispute arises concerning
the
meaning or interpretation of any provision of this Agreement,the prevailing Party shall be entitled
to all court costs and reasonable attorneys'fees incurred in enforcing or establishing its rights under
this Agreement.
11. Exhibits. Any exhibit attached to this Agreement shall be deemed to have been
incorporated in this Agreement by reference with the same force and effect as if fully set forth in
the body of this Agreement.
12. Counterparts. This Agreement may be executed in any number of counterparts. Each
counterpart shall be deemed an original,but all counterparts shall constitute but one agreement.
13. Term.This Agreement shall be effective as of the signature date of the last Party to sign
this Agreement,and shall expire on May 31,2027,unless earlier terminated by either Party in accord
with the terms of this Agreement.
14. Termination. This Agreement may be terminated under the following circumstances:
a.This Agreement may be terminated by either Party without cause with 60 days'
written notice to the other Party.
b. A Party may terminate this Agreement for material breach of the Agreement by
the other Party.Prior to any termination under this paragraph,the Party allegedly in default
shall be given written notice by the other Party of the nature of the alleged default.The Party
said to be in default shall have 45 days to cure the default. If the default is not cured within
that time, the other Party may terminate this Agreement. Any such termination shall not
relieve either Party from liabilities or costs already incurred under this Agreement.
c. This Agreement may be terminated for a conflict of interest as set forth in A.R.S.
§38-511,the relevant portions of which are hereby incorporated by reference.
15. Miscellaneous.
a.This Agreement may not be modified except in a writing signed by both of the
Parties.
00080309.DOCX/1 -4-
Exhibit A to Marana Resolution No.2022-046
b. This Agreement represents the entire and integrated agreement between the
Parties and supersedes all prior negotiations, representations or agreements, either
written or oral.
c.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.
d. Neither Party's waiver of the other's breach of any term or condition contained
in this Agreement shall be deemed a waiver of any subsequent breach of the same or any
other term or condition of this Agreement.
"Town": "Leman":
TOWN OF MARANA,an Arizona municipal LEMAN ACADEMY OF EXCELLENCE,INC.,an
corporation Arizona non-profit corporation
By: By:
Jim Conroy
Parks& Recreation Director
Its:
Date:
ATTEST:
Cherry L. Lawson,Town Clerk
APPROVED AS TO FORM:
Libby Shelton,Deputy Town Attorney
00080309.DOCX/1 -5-
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