HomeMy WebLinkAboutResolution 2007-100 license agreement with MUSD and the developer of the saguaro springs project for a park
MARANA RESOLUTION NO. 2007-100
RELATING TO PARKS AND RECREATION; APPROVING AND AUTHORIZING THE
LICENSE AGREEMENT BETWEEN THE TOWN OF MARANA, THE MARANA UNIFIED
SCHOOL DISTRICT AND THE DEVELOPER OF THE SAGUARO SPRINGS MASTER
PLANNED COMMUNITY TO FACILITATE CONSTRUCTION OF THE PARK FACILITY
TO BE LOCATED ADJACENT TO THE PROPOSED SAGUARO SPRINGS ELEMENTARY
SCHOOL.
WHEREAS the Development Agreement for the Saguaro Springs Master Planned
Community, recorded at book 12278 page 3092, Pima County Recorder's Office, provides that
the developer shall construct a public park facility and parking and access lane adjacent to the
proposed school site; and
WHEREAS the Marana Unified School District is authorized by A.R.S. ~ 15-364(A) to
enter into agreements with the Town providing for the construction, development, cooperative
maint~nance, operation and use of joint use community parks on properties used for school
purposes and under the control of the District; and
WHEREAS in order to complete the project, the developer may need to have access on to
the property owned by the Marana Unified School District (MUSD) which is the location of the
proposed Saguaro Springs Elementary School; and
WHEREAS, the Mayor and Council of the Town of Marana feel it is in the best interests
of the public to enter into this agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL
OF THE TOWN OF MARANA, ARIZONA, that the license agreement between the Town of
Marana, the Marana Unified School District and the developer of the Saguaro Springs Master
Planned Community 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.
IT IS FURTHER RESOLVED that the Town'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 license agreement.
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CIH 6/07/07
PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF
MARANA, ARIZONA, this 12th day of June, 2007.
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{0000516I.DOC /}License Agreement re Saguaro Springs Elementary Park (00005161).DOC
040608 FJC/cds
2
LICENSE AGREEMENT BETWEEN
TOWN OF MARANA, MARANA UNIFIED SCHOOL DISTRICT
AND SAGUARO RESERVE, LLC.
THIS AGREEMENT is made by and between the Town of Marana, an Arizona municipal
corporation (Town) and the Marana Unified School District, an Arizona unified school district
(District), and Saguaro Reserve LLC, a Delaware limited liability company, (Licensee)
(collectively the Parties).
1. Purpose of Agreement and License. This Agreement is to provide Licensee, pursuant to
Town of Marana Ordinance number 2007._ and an existing Development Agreement, recorded
at Book 12278, page 3092, both incorporated herein by this reference, access to the property
designated for the Saguaro Springs Elementary School and community park ("Premises").
2. Ownership. The Premises are owned by the Town and the District. No permanent
structure may be built by Licensee on the Premises without prior written approval ofthe Town
and District and any permanent structure built on the Premises becomes the property of the Town
and District without compensation to Licensee or its agent.
3. Terms and Conditions. The term of this Agreement shall be as dictated in the
Development Agreement, and renewable, if needed, by the Town Council.
4. Non-Assignment. This Agreement may not be assigned by Licensee nor shall Licensee
grant any license in connection with the Premises without prior consent and written approval of
the Town and District.
5. Inspection. Town and District shall have the right at all reasonable times to inspect the
Premises and to require Licensee to correct any unsatisfactory conditions relative to the
construction of the Premises in conformance with the provisions of this Agreement and the
Marana Town Code.
6. Indemnification. Licensee shall indemnify, defend and hold harmless the Town and
District, their departments, officers, employees and agents from, for, and against any and all
claims, suits, actions, legal proceedings, administrative proceedings, demands, losses or
expenses, including reasonable attorney's fees, which are attributable to any negligent act or
omission of Licensee, its employees, agents, contractors, subcontractors, invitees, volunteers or
anyone acting under Licensee's direction, control or on its behalf or anyone employed by them.
7. Insurance. Insurance coverage shall be provided by both the Town and Licensee as
follows:
A. Licensee shall maintain through the life of this Agreement, comprehensive, general,
and commercial liability insurance in an amount no less than $1,000,000 combined single
limit for bodily injury and property damage. Coverage is to include the Premises and
operations, independent contractors, products and contractual liability. Licensee shall
maintain automobile insurance for owned, non-owned and hired vehicles in an amount no
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less than $1,000,000.00 combined single limit or $1,000,000;00 bodily injury and
$100,000.00 property damage.
B. Town and District shall be named as additional insured on all said insurance
certificates, policies, binders or agreements. All insurance certificates, policies, binders or
agreements shall provide for a guaranteed minimum 30 days notice of any cancellation, non-
renewal or material change that could affect Town or District. Any language to the contrary
or language that could modify these requirements shall be deleted from any said certificate,
policy, binder or agreement. Town and District shall have the right at any time to review the
form and amount of insurance coverage. If, in the opinion of the Town or District, the
provisions of any said insurance certificate, policy, binder or agreement do not provide
adequate coverage or protection for the Parties, the Town and/or District shall require
Licensee to obtain additional insurance coverage in a form and amount that, in the opinion of
the Town and/or District, will provide such adequate protection. Town and/or District shall
notify Licensee in writing of any changes in these insurance requirements. Licensee shall
deposit copies of acceptable insurance certificates, policies, binders or agreements with the
Town within 15 days of execution of this Agreement.
8. Compliance with Laws. Licensee shall comply with all applicable federal, state and local
laws, rules, regulations, standards and executive orders without limitation.
9. Liens. The Licensee shall not cause or permit any liens to be placed upon the Premises.
10. Law to Govern. This Agreement will be governed by the laws of the State of Arizona,
statutory and decisional, both as to interpretation and performance. The Parties consent to
personal jurisdiction in Arizona, and venue for any action to enforce this Agreement shall be in
Pima County, Arizona.
11. Mediation. If there is a dispute between the parties arising from the interpretation or
enforcement of this Agreement, the Parties agree that they shall first attempt to resolve the
dispute through mediation prior to filing a lawsuit. In the event mediation fails to resolve the
dispute and either Party brings an action to interpret this Agreement or to enforce any right which
such Party may have hereunder, or in the event an appeal is taken from any judgment or decree of
a trial court, the Party ultimately prevailing in such action will be entitled to receive from the
other Party its costs and reasonable attorney's fees incurred, in an amount to be determined by
the court in which such action is brought.
12. Severability. If any provision of this Agreement is declared illegal, void or
unenforceable, the remaining provisions will not be affected and will remain in full force and
effect.
13. Right to Require Performance. The failure of either Party at any time to require
performance by the other Party of any provisions of this Agreement will in no way affect the
right of that Party thereafter to enforce the same. No waiver by either Party of any breach of any
of the provisions of this Agreement will be taken or held to be a waiver of any succeeding breach.
of such provision or as a waiver of any other provision. The acceptance by either Party of any
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SAGUARO SPRINGS LICENSE
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03/15/2007 CIH
sum less than may be due and owing to it at any time shall not be construed as an accord and
satisfaction of any amount outstanding.
14. Headings. The headings used herein are for convenience only and are not to be
construed as part of this Agreement.
15. Nondiscrimination. Neither Licensee nor Town will, in the performance of this
Agreement, discriminate or knowingly permit discrimination against any person on account of
. race, sex, handicap, age, color, national origin, political or religious opinion or affiliation.
16. No warranty. Town and District do not warrant their powers or right to enter into this
Agreement and, if the same is destroyed or limited by court action initiated by any third party or
third person, there shall be no liability ofthe Town or District to Licensee by reason of such
action or by reason of this Agreement.
17. Conflict of Interest. This Agreement is subject to the provisions of A.R.S. ~ 38-511
relating to conflicts of interest.
18. Completeness of Agreement. This Agreement contains all the terms and conditions of
the contract between the Parties and any alterations or variations of the terms of this Agreement
shall be invalid unless made in writing and signed by the Parties to this Agreement. There are no
other understandings, representations or agreements, written or oral, not incorporated herein.
19. Termination. If, in the judgment of the Town, Licensee does not perform in accordance
with the conditions of this Agreement, or if Licensee is in default of any provision of this
Agreement, Town shall give Licensee written notice specifying the nature of the nonperformance
or default. If, after receipt of such written notice, Licensee fails to diligently pursue rectification
or correction of said nonperformance or breach, Town may terminate this Agreement or refuse
further agreements by giving 30 days written notice prior to the effective date of termination.
20. Notices. Any notice of communication required or permitted to be given pursuant to this
Agreement shall be given in writing and shall be served by registered or certified United States
mail upon either Party. When served by registered mail, service shall be deemed conclusively
made 48 hours after posting same in the United States mail, postage prepaid, addressed to the
Party to whom such notice is to be given as hereinafter provided.
To Town:
Parks and Recreation Department
Tom Ellis, Director
Town of Marana
13251 North Lon Adams Road
Marana, Arizona 85653
With a COpy to:
Marana Town Attorney
Marana Legal Department
11555 N. Civic Center Road
Marana, Arizona 85653
{00004229.DOC I}
SAGUARO SPRINGS LICENSE
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03/15/2007 ClH
To District:
To Licensee:
With a COpy to:
{00004229.DOC I}
SAGUARO SPRINGS LICENSE
Marana Unified School District
c/o District Superintendent
11279 West Grier Road
Marana, AZ 85653
Saguaro Reserve LLC
c/o Brian Rhoton, VP Acquisition and Entitlement
Empire Companies Arizona
3001 N. Main Street, Suite IB
Prescott Valley, Arizona 86314
Gallagher & Kennedy, P.A.
2575 E. Camelback Rd.
Phoenix, Arizona, 85016
A TTN: Dana Belknap
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03/15/2007 CIH
IN WITNESS WHEREOF, the Parties have executed this Agreement at Marana, Arizona
on the day and year first above written.
TOWN OF MARANA, an Arizona municipal
:~ration ff ~
Its: tvtayor
Date: CXo / I rl. / dOO~
, ,
Marana Unified School District, an Arizona
unified school district
By:
Its:
A TIEST:
Date:
SAGUARO RESERVE LLC, a Delaware limited
liability company
By:
ApPROVED AS TO FORM:
cw
Its:
Date:
STATE OF ARIZONA
)
)ss.:
)
COUNTY OF PIMA
by
ACKNOWLEDGED before me this _ day of
, the
,2007,
of Saguaro Reserve LLC.
Seal
Notary Public
{00004229.DOC /}
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