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HomeMy WebLinkAboutResolution 2023-126 Approving and Authorizing the Mayor to Execute a Facility Use Agreement with Interfaith Community ServicesMARANA RESOLUTION NO.2023-126 RELATING TO PARKS AND RECREATION; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE A FACILITY USE AND IN -KIND SUPPORT AND ASSISTANCE AGREEMENT BETWEEN THE TOWN OF MARANA AND INTERFAITH COMMUNITY SERVICES WHEREAS the Community Food Bank, Inc. ("Food Bank"), 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) applications; and WHEREAS on February 19, 2013, the Town Council adopted Resolution No. 2013- 014, formally recognizing and thanking the Food Bank for its efforts and authorizing the Town Manager to provide the Towri s support and assistance to the Food Bank; and WHEREAS Interfaith Community Services ("ICS") is a non-profit corporation that partners with the Food Bank to distribute food allotments to registered users; and WHEREAS ICS currently uses space in the refrigerator and freezer at the Marana Senior Center to store these food allotments and the registered users can then pick up their allotments at the Marana Senior Center; and WHEREAS the Town and ICS desire to enter into an agreement regarding facility use and in -kind support and assistance; and WHEREAS the Marana Town Council finds that the benefits to the Town resulting from ICS's storage and distribution of food allotments at the Marana Senior Center has a value at least equal to the fair market value of facility use and in -kind support and assistance to be provided to ICS by the Town pursuant to this Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, as follows: SECTION 1. The Facility Use and In -Kind Support and Assistance agreement between the Town of Marana and ICS, attached to and incorporated by this reference in this resolution as Exhibit A, is hereby approved and the Mayor is hereby authorized to execute it for and on behalf of the Town of Marana. SECTION 2. The Towri s Manager and staff are hereby directed and authorized to undertake all other and further tasks required or beneficial to carry out the terms, obligations, and objectives of the agreement. Resolution No. 2023-126 - 1 - PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 19th day of December, 2023. Mayor Ed Honea ATTEST: David L. Udall, Town Clerk APPROVED AS TO FORM: Ja irall, Town Attorney Resolution No. 2023-126 - 2 - Exhibit A to Marana Resolution No. 2023-126 FACILITY USE AND IN -KIND SUPPORT AND ASSISTANCE AGREEMENT INTERFAITH COMMUNITY SERVICES THIS FACILITY USE AND IN -KIND SUPPORT AND ASSISTANCE AGREEMENT ("Agreement") is entered into by and between the TOWN OF MARANA, an Arizona municipal corporation ("Town") and INTERFAITH COMMUNITY SERVICES an Arizona 501(c)(3) nonprofit corporation ("ICS"). The Town and ICS are sometimes referred to collectively as the "Parties," either of which is sometimes individually referred to as a "Party." RECITALS A. The Community Food Bank, Inc. ("Food Bank"), is a non-profit corpora- tion 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) applica- tions; and B. On February 19, 2013, the Town Council adopted Resolution No. 2013- 014, formally recognizing and thanking the Food Bank for its efforts and authoriz- ing the Town Manager to provide the Towri s support and assistance to the Food Bank;and C. Interfaith Community Services ("ICS") is a non-profit corporation that partners with the Food Bank to distribute food allotments to registered users; and D. ICS currently uses space in the refrigerator and freezer at the Marana Senior Center to store these food allotments and the registered users can then pick up their allotments at the Marana Senior Center; and E. The Town has determined that the general welfare of the citizens of Ma- rana will be substantially advanced by authorizing the facility use and in -kind support and assistance under the terms and conditions and for the purposes as set forth in this Agreement. AGREEMENT NOW, THEREFORE, based on the foregoing recitals, which are incorporated here by reference, the Parties agree as follows: Section 1. Facili!y Use. Town hereby permits ICS to use the refrigerator and freezer at the Marana Senior Center facility at 13250 North Lon Adams Road (the "Premises") for storage of food allotments as provided in this Agreement 00092622.DOCX /1ICS contract FY 24 - 1 - Exhibit A to Marana Resolution No. 2023-126 and in consideration of ICS's performance of its obligations under this agree- ment. 1.1. Availability of Premises. During the term of this Agreement, the Premises shall be available to ICS Monday through Friday, from 8:00 AM to 5:00 PM. 1.2. Conditions and Scope of Use. ICS's use of the Premises shall be subject to the following conditions and scope: 1.2.1. This Agreement is non-exclusive and the Town may enter into agreements regarding the use of the Premises with other par- ties during periods of non-use by ICS throughout the term of this Agreement. 1.2.2. ICS shall ensure that an ICS staff member is available by phone at all times during ICS's usage of the Premises. 1.2.3. ICS will limit use of the Premises to food allotments for five registered users. If ICS has more than five registered users who need to use the Premises, ICS shall provide an additional re- frigerator and freezer for the Premises. 1.2.4. the Town shall contact ICS in the event that food allot- ments are not picked up within a week, and ICS shall make ar- rangements for the food allotments to be picked up; and 1.2.5. the Town maintains priority usage of the Premises and has final authority on determining use or assignments. 1.2.6. ICS shall report all damage to Premises and equipment to the Town of Marana Parks and Recreation Department as soon as possible. 1.2.7. ICS shall ensure that all persons using the Premises pur- suant to this Agreement use the Premises in a safe manner that will not jeopardize the safety and welfare of employees or citizens or Town facilities. 1.2.8. Notwithstanding the provisions of this paragraph 1.2, the Town reserves the right to close the Premises and or deny ICS use of the Premises due to any safety concern or other concern. Section 2. Support and Assistance. During the term of this Agreement, Town shall provide in -kind support and assistance, at no cost to ICS, as follows: 2.1. Facilitate storage of food allotments and distribution of food allot- ments to ICS registered users. 2.2. Communicate with ICS when food allotments are not picked up. 00092622.DOCX /1ICS contract FY 24 - 2 - Exhibit A to Marana Resolution No. 2023-126 Section 3. Required Insurance. ICS shall deliver to Town one or more cer- tificates of insurance with carriers acceptable to Town evidencing the following minimum coverages for at least the term of this Agreement: 3.1. $1,000,000 per occurrence commercial general liability coverage with Town listed as additional insured. ICS shall deliver an additional in- sured endorsement along with the certificate(s) of insurance required by this Section. As an additional insured, Town shall be provided coverage for any liability arising out of operations performed in whole or in part by or on behalf of ICS. 3.2. $1,000,000 per occurrence business automobile liability. ICS shall verify that its volunteers have insurance on their personally owned vehi- cles. 3.3. State of Arizona minimum workers' compensation coverage 3.4. The coverage requirements specified in this Section may not be changed or modified except by written agreement signed by all Parties. Section 4. IRS Designation letter. ICS shall ensure that a copy of the Inter- nal Revenue Service designation letter is on file with Town. Section 5. Amendments to Insurance and Documentation. True and accu- rate copies of any amendments during the term of this Agreement to coverages or terms of insurance required by Section 3 shall be provided to the Town as soon as practicable after approval, but in any event not later than one calendar week after they become effective. Section 6. Indemnification. ICS agrees to defend, save, hold harmless, and indemnify Town, its officials, employees, agents, successors, and assigns from and against any and all manner of claims, suits, lawsuits, action or actions, causes or causes of action, liabilities, damages, and other claims and demands of what- soever nature or kind, in law or in equity, in tort or in contract, or otherwise caused by or resulting from ICS's errors, omissions, or negligent acts in the per- formance of activities pursuant to this Agreement. Section 7. Manner of Serving. All notices, filings, consents, approvals and other communications provided for in or given in connection with this Agree- ment shall be validly given, filed, made, transmitted or served if in writing and delivered personally or sent by registered or certified United States mail, postage prepaid, to (or to such other addresses as any Party may from time to time des- ignate in writing and deliver in a like manner): 00092622.DOCX /1ICS contract FY 24 -3- Exhibit A to Marana Resolution No. 2023-126 To Town: TOWN OF MARANA Director of Parks and Recreation 11555 West Civic Center Drive, Building A3 Marana, Arizona 85653 With a copy to: TOWN OF MARANA Town Attorney 11555 West Civic Center Drive Building A3 Marana, Arizona 85653 To ICS: INTERFAITH COMMUNITY SERVICES CEO 2820 W Ina Road Tucson, Arizona 85741 Section 8. Waiver. No delay in exercising any right or remedy shall con- stitute a waiver of that right or remedy, and no waiver by Town or ICS of the breach of any term of this Agreement shall be construed as a waiver of any pre- ceding or succeeding breach of the same or any other term of this Agreement. Section 9, Attorney's Fees. If any Party brings a lawsuit against any other Party to enforce any of the terms of this Agreement, or by reason of any breach or default of this Agreement, the prevailing Party shall be paid all reasonable costs and reasonable attorneys' fees by the other Party, in an amount determined by the court and not by the jury. Nothing in the use of the word "lawsuit" in the preceding sentence shall constitute a waiver, requiring disputes to be resolved by binding arbitration. Section 10. Headings. The descriptive headings of this Agreement are in- serted to assist in understanding the meaning and construction of this Agree- ment. Section 11. Recitals. The Recitals set forth at the beginning of this Agree- ment are hereby acknowledged, confirmed to be accurate and incorporated here. Section 12. 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. Section 13. Time Essence. Time is of the essence for purposes of this Agreement. Section 14. No Assignment. ICS's obligations under this Agreement may not be assigned without the written consent of the Town Manager or designee. 00092622.DOCX /1ICS contract FY 24 - 4 - Exhibit A to Marana Resolution No. 2023-126 Section 15. No Partnership and Third Parties. It is not intended by this Agreement to, and nothing contained in this Agreement shall, create any part- nership, joint venture or other arrangement between Town and ICS. No term or provision of this Agreement is intended to, or shall be for the benefit of any per- son, firm, organization or corporation not a party to this Agreement, and no such other person, firm, organization or corporation shall have any right or cause of action under this Agreement. Section 16. Other Instruments. Each Party shall, promptly upon the re- quest of the other, have acknowledged and delivered to the other any and all further instruments and assurances reasonably requested or appropriate to evi- dence or give effect to the provisions of this Agreement. Section 17. Imposition of Duty by Law. This Agreement does not relieve any Party of any obligation or responsibility imposed upon it by law. Section 18. Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agree- ment. All prior and contemporaneous agreements, representation and under- standing of the Parties, oral or written, are hereby superseded and merged in this Agreement. Section 19. Amendments to Agreement. No change or addition shall be made to this Agreement except by a written amendment executed by the Parties. The Parties agree to cooperate and in good faith pursue any amendments to this Agreement that are reasonably necessary to accomplish the goals expressed by this Agreement. Section 20. Good Standing; Authority. ICS represents and warrants to Town that it is duly formed and validly existing under the laws of the State of Arizona. Town represents and warrants to ICS that it is an Arizona municipal corporation with authority to enter into this Agreement under applicable state laws. Each Party represents and warrants that the individual executing this Agreement on its behalf is authorized and empowered to bind the Party on whose behalf each such individual is signing. Section 21. Severability. If any provision of this Agreement is declared void or unenforceable, it shall be severed from the remainder of this Agreement, which shall otherwise remain in full force and effect. Section 22. Governing Law. This Agreement is entered into in Arizona and shall be construed and interpreted under the laws of Arizona, and the Par- ties agree that any litigation or arbitration shall take place in Pima County, Ari- zona. Section 23. Interpretation. This Agreement has been negotiated by Town and ICSr, and no Party shall be deemed to have drafted this Agreement for pur- poses of construing any portion of this Agreement for or against any Party. 00092622.DOCX /1ICS contract FY 24 - 5 - Exhibit A to Marana Resolution No. 2023-126 Section 24. Force Maieure. If any Party is unable to perform under this Agreement by reason of "force majeure," then the failure to perform shall not constitute a default under this Agreement as long as the non -performing Party uses its best effort to remedy with all reasonable speed the event or condition causing the non-performance and performance can be restored within a reason- able amount of time. "Force majeure" means any condition or event not reason- ably within the control of a Party, including without limitation, "acts of God," strikes, lock -outs, or other disturbances of employer/employee relations; acts of public enemies; orders or restraints of any kind of government of the United States or any state thereof or any of their departments, agencies, or officials, or of any civil or military authority; insurrection; civil disturbances; riots; epidem- ics; landslides; lightning; earthquakes; subsidence; fires; hurricanes; storms; droughts; floods; arrests, restraints of government and of people; explosions; and partial or entire failure of utilities. Section 25. Conflict of Interest. This Agreement is subject to A.R.S. § 38-511, which provides for cancellation of contracts by government en- tities in certain instances involving conflicts of interest. Section 26. Immigration Laws. ICS warrants that it, and any subcontractor who performs any work for ICS under this Agreement, will at all times comply with all federal immigration laws and regulations that relate to its employees and with Arizona Revised Statutes section (A.R.S. §) 23-214 (A). ICS acknowl- edges that pursuant to A.R.S. § 41-4401 and effective September 30, 2008, a breach of this warranty is a material breach of this Agreement subject to penalties up to and including termination of this Agreement, and that Town retains the legal right to inspect the papers of any employee who works on the Agreement to ensure compliance with this warranty. Section 27. Israel Boycott Divestments. ICS certifies that it is not currently engaged in, and agrees for the duration of this Agreement to not engage in, a boycott of Israel as defined by A.R.S. §35-393. Section 28. Effective Date; Term. This Agreement shall be effective for an initial one-year term beginning December 20, 2023 and ending on December 19, 2024. 28.1. The Town, at its sole discretion, acting through the Parks and Rec- reation Director, may renew this Agreement for up to four consecutive one-year periods on the same terms and set forth in this Agreement, by executing a written amendment setting forth the renewal term and signed by the Parks and Recreation Director and ICS. 28.2. The term of this Agreement, including all renewals, shall not ex- ceed five years 00092622.DOCX /1ICS contract FY 24 - 6 - Exhibit A to Marana Resolution No. 2023-126 IN WITNESS WHEREOF, the Parties have executed this agreement as of the date set forth below their respective signatures. Town: ICS: THE TOWN OF MARANA, INTERFAITH COMMUNITY SERVICES, an Arizona municipal corporation an Arizona 501(c)(3) non-profit corpora- tion By: By: Ed Honea, Mayor Printed: Its: Date: Date: ATTEST: David L. Udall, Town Clerk APPROVED AS TO FORM: Jane Fairall, Town Attorney 00092622.DOCX /1ICS contract FY 24 - % - 00092622.Docx /1