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HomeMy WebLinkAboutResolution 2015-108 Approving Mayor to execute an agreement between Town of Marana and Perimeter Bicycling Association of AmericaMAI2ANA RESOLUTION NO. 2015 -108 R I�LATING TO SPECIAL EVENTS; .APPROVING AND AUTHORIZING TI-IE MAYOR TO EXECUTE AN AGREEMENT BETWE EN THE TOWN OF MAR ANA AND PERIMETER BICYCLING ASSOCIATION OF AMERICA, INC. REGARDING FINANCIAL SUPPORT _ FOR THE 2015 AND 2016 EL TOUR DE TUCSON' EVI.NTS; AND APPROVING THE rI "RANSI{ ER OF A TOTAL OF $10 IN BUDGETED EXPENDITURE AUTHORITY FROM THE ECONOMIC DEVELOPMENT, TOURISM, AND PARIS AND RECREATION BUDGETS TO THE GENERAL GOVERNMENTS OUTSIDE AGENCIES LINE ITEM FOR PURPOSES OF FUNDING THE AGREEMENT FOR FISCAL YEAR 2016 WHEREAS on January 6, 2015, the Town Council adopted the Town of Marana Strategic Plan III which identifies Community as one of its five focus areas and includes the initiative to market Marana as a destination for unique, family - friendly events; and WHEREAS Perimeter Bicycling Association of America, Inc. ( "Perimeter ") is a nonprofit corporation responsible for the promotion and production of the annual El Tour de Tucson cycling event, which raises money for nonprofit, charitable entities and brings economic impact to the local community; and WHEREAS S the Town and Perimeter desire to enter into an agreement regarding the Town's participation in and financial support of the 2015 and 2016 El Tour de Tucson cycling events; and WHEREAS on June 16, 2015, the Town Council adopted the fiscal year 2016 budgetary document and overall financial plan which set the legal level of budgetary control at the department level for the General Fund and at the fund level for all other funds; and WI EREAS the fiscal year 2016 budget did not include funding for financial support for the El Tour de Tucson cycling event; and WHEREAS the Town Council desires to transfer budgeted expenditure authority in the fiscal year 2016 budget of $10,000 from the Economic Development, Tourism, and Parks and Recreation budgets to the General Governments Outside Agencies line item; and WHEREAS reallocations of budgeted expenditure authority are necessary from time to ti me; and WHEREAS the Town Council finds that the agreement and budget reallocation addressed by this resolution are 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, ARIZONA, as follows: Marana Resolution No. 2015 -108 - � w SECTION 1. The a between the Town of Marana and Perimeter Bic Association of America, Inc. for the 2015 and 2016 El Tour de Tucson events, attached to and incorporated b this reference in this resolution as Exhibit A, is hereb approved and the Ma is hereb authorized to execute it for and on behalf of the Town of Marana. SECTION 2. The Town Council hereb approves the transfer of a total of $10,000 in bud expenditure authorit from the Economic Development, Tourism, and Parks and Recreation bud to the General Governments Outside A line item for fiscal y ear 2016 for financial support for the 2015 El Tour de Tucson event. SECTION 3. The Town's Mana and staff are hereb directed and authorized to undertake all other and further tasks re or beneficial to carr out the terms, obli and objectives of this resolution. PASSED AND ADOPTED b the Ma and Council of the Town of Marana, Arizona, this 6th da of October, 2015. A � ronson, Town Clerk Ma Ed Hon'ea APPROVF;eD AS TO FORM: Marana Resolution No. 2015-108 - 2 - AGREEMENT BETWEEN THE TOWN OF MARANA AND PERIMETER BICYCLING ASSOCIATION OF AMERICA,, INC. FOR THE 2015 AND 2016 EL TOUR DE TUCSON EVENTS THis AGREEMENT (this "Agreement ") is entered Into by and between the TOWN of MARANA, an Arizona municipal corporation (the "Town ") and PERIMETER BICYCLING .AssoCIAT ON of AMERICA, INC., an Arizona nonprofit co.rpo.ration. ( "Perimeter "). The Town and Perimeter are sometimes collectively referred to in this Agreement as the "Parties," each of which is sometimes individually referred to as a "Party." RECITALS A. In January 2015, the Town Council of the Town of Marana adopted the Town of Marana Strategic Plan III (the ""Plan""). The Plan Identifies Community as one of its five focus areas. Under the Community focus area, the Plan includes an initiative to market Marana as a destination for unique, family - friendly events. B. Perimeter Is a nonprofit corporation responsible for the promotion and produc- tion of the annual El Tour de Tucson cycling event, which raises money for nonprofit, charitable entities and brings economic impact to the local community. C. The Town and Perimeter desire to enter into an agreement regarding the Town's participation in and financial support of the 2015 and 2016 El Tour de Tucson cycling events. D. The Town finds that the benefits to the Town resulting from Perimeter's promo- tion and production of the 2015 and 2016 El Tour de Tucson events have a value at least equal to the fair market value of the financial support to be provided to Perimeter 'b the Town pursuant to this Agreement. AGREEMENT Now, THEREFORE, based on the foregoing recitals, which are incorporated here as - the intent of the Parties in entering into this Agreement, and in consideration of the terms of this Agreement, the Parties hereby agree as follows: 1. Financial support to be provided by the Town. Pursuant to the terms and conditions of this Agreement, including without limitation paragraph 18 (Termination) below, the Town shall provide financial support to Perimeter for the 2015 and 2016 El Tour de Tucson events as follows: a. The Town shall provide $10,000 for the 2015 event, payable on or before No- vember 1, 2015. 00043232.DoC 11 2015 -2016 PERIMETER BICYCLING EL TOUR DE TUCSON EVENT AGREEMENT 9/14/2015 JF -I - b. The Town shah provide $15,000 for the 2016 event, payable on or before No- vember 1, 2016. 2. Event promotion by the Town. In addition to the financial support provided pur- sua.n.t to paragraph 1 above, the Town. shall also promote the events through the Town's media/ communication outlets, as described in Perimeter's September 8, 2015 sponsor- ship proposal to the Town, attached hereto and incorporated herein by this reference as Exhibit A. 3. Benefits to be provided to the Town. In exchange for the financial support described in paragraph 1 above, Perimeter shall provide to the Town the benefits and services described in Exhibit A. 4. Books; taxes. Perimeter shall make available to the Town for inspection any books, ledgers or statements kept by Perimeter regarding activities conducted pursuant to this .Agreement. Perimeter shall be liable for all taxes applicable to the proceeds received by Perimeter under this Agreement, if any. 5. Effective date and duration. This Agreement shall be effective as of the signature date of the last Party to sign. this Agreement, and shall remain in effect until December 31, 2016, unless sooner~ terminated pursuant to paragraph 18 below. Notwithstanding the foregoing, the indemnification provisions set forth in paragraph 9 below shall sur- vive termination of this Agreement. 6. Relationship of the Parties. In the performance of the services contemplated by this Agreement, Perimeter shall act solely as an independent contractor, and nothing ex- pressed or implied in this Agreement shall be construed to create the relationship of employer and employee, partnership, principal and agent, or to create a joint venture between the Town and Perimeter. 7. Use of Town logo and seal. The Town grants Perimeter a limited license to use, at no cost, the Towns logo and seal in Perimeter's performance of the services described in this Agreement. Perimeter shall not use the Town's logo and seal for any other purpose or use. Perimeter shall not modify, revise or alter the Town's logo or seal in any way. 8. Insurance. During the terra. of this Agreement, Perimeter shall maintain. insurance from carriers acceptable to the Town with the following requited minimum coverages and limits, and the Town shall be named as an additional insured on the commercial general liability insurance policy for the purposes of Perimeter's activities in relation to the events covered by this Agreement: 00043232.DOC I1 2015 -2016 PERIMETER BICYCLING EL TOUR DE TUCSON EVENT .AGREEMENT 9/14/2415 JF -2- Worker's Compensation: Employer's Liability: Commercial General Liability: Business Auto Liability: Statutory U.S. $100,000 U.S. $1,000,000 per occurrence U.S. $2,000,000 aggregate U.S. $1,000,000 combined single limit a. Perimeter shall deliver one or more certificates of insurance evidencing cover- age as described in this paragraph 8 to the Town upon execution of this Agreement and prior to commencing any activities pursuant to this Agreement. Perimeter shalt also deliver new certificates of insurance each time the policy(s) is updated. All cer- tificates shall be delivered to the Town's Legal Department. b. As an additional insured on Perimeter's commercial general liability policy, the Town shall be provided coverage for any liability arising out of operations per- formed in whole or in part by or on behalf of Perimeter. Perimeter shall. deliver ad- ditional insured endorsement(s) along with the certificate(s) of insurance required by subparagraph (a) above. The additional insured endorsement form identification number shall also be included within the description box on the certificate of insur- ance and the applicable policy number shall be included on the endorsement. c. All policies required pursuant to this paragraph 8 shall be endorsed to contain. a waiver of transfer of rights of recovery (subrogation) against the Town, its agents, officers, officials, and employees for any claims arising out of Perimeter's work or service. Endorsements evidencing this waiver of subrogation shalt be provided to the Town along with all other insurance documentation required by this para- graph 8. d. The certificate(s) shall also stipulate that the insurance afforded Perimeter shall be primary insurance and that any insurance carried 'by the Town, its agents, officials or employees shall be excess and not contributory insurance to that provid- ed by Perimeter. Coverage provided by Perimeter shall be primary insurance with respect to all other available sources. e. The insurance equi r. rements specified in this paragraph 8 may not be changed or modified except by written agreement signed by both Parties. f. During the term of this Agreement Perimeter shall give the Town at least 30 calendar days' written notice prior to a planned cancellation or reduction of any coverage required by this paragraph 8. Perimeter shall give the Town immediate notice of any other cancellation or reduction of any coverage required by this para- graph 8. Cancellation or reduction of any coverage required by this paragraph 8 is grounds for termination of this Agreement by the Town. 9.Indemnification, Perimeter agrees to defend, save, hold harmless, and indemnif the 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, 00043232.I)0C I1 2015 -2016 PERIMETER BICYCLING EL TOUR DE TUCSON EVENT AGREEMENT 9/14/2015 JF _3_ liabilities, damages, and other claims and demands of whatsoever nature or kind, in law or in equity, in tort or in contract, or otherwise caused by or resulting from Perimeter's errors, omissions, or negligent acts in the performance of services pursuant to this Agreement, or the errors, omissions or negligent acts of any party Perimeter contracts with in the performance of services pursuant to this Agreement, anyone directly or indirectly employed by Perimeter, or anyone for whose acts Perimeter may be liable. 10. Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed given if personally delivered or mailed, certified mail, return receipt requested, to the following addresses: If to the Town, to: TOWN OF MARANA Attn: Town Manager 11555 W. Civic Center Drive - Bldg A3 Marana, AZ 85653 With a copy to: TOWN OF MARANA Attn-. Town Attorney 11555 W. Civic Center Drive - Bldg A3 Mar.ana, AZ 85653 If to Perimeter, to: PERIMETER BICYCLING ASSOCIATION OF AMERICA, INC. Attn: Media Director 2609 E. Broadway Boulevard Tucson, Arizona 85716 Either Party may from time to time designate any other address for this purpose by written notice to the other Party. All notices under this Agreement shall be deemed received upon actual receipt. 11. Entire agreement. This Agreement constitutes the entire agreement and under- standing of the Parties pertaining to the subject matter of the Agreement and super- sedes all offers, negotiations, and other agreements of any kind. All prior and contern.w poraneous agreements, representations and understandings of the Parties, oral or writ- ten, are superseded and merged in this Agreement. 1.2. Authority to execute agreement. The individuals executing this Agreement hereby represent that they have .full right, power, and authority to execute this Agreement on behalf of their respective Parties. 13. Force majeure. Notwithstanding any other term., condition or provision of this Agreement to the contrary, if any Party to this Agreement is precluded from satisfying or fulfilling any duty or obligation imposed upon it due to labor strikes, mater ial short- ages, war, civil disturbances, weather conditions, natural disasters, acts of God, or other events beyond the control of such Party, the time period provided herein for the per-- 00043232.DOC 11 2015 -2016 PERIMETER BICYCLING EL TOUR DE TUCSON EVENT AGREEMENT 9/14/2015 lF -4- formance by such Party of such duty or obligation shall be extended for a period equal to the delay occasioned by such events. 14. Immigration lazes. Perimeter ,warrants that it will at all times comply with all fed- eral immigration laws and regulations that relate to its employees and with Arizona Revised Statutes section (.A.R.S. §) 23-214 (A). Perimeter acknowledges 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 the Town retains the legal right to inspect the papers of any em- ployee who performs work or services pursuant to this Agreement to ensure compli- ance with this warranty. 15. Conflict Zict of interest. This Agreement is subject to the provisions of A.R.S. § 38- -511, which provides for termination in certain Instances involving conflicts of Interest. 16. Attorneys" fees. The prevailing Party in a civil action to enforce this Agreement shall be entitled to recover from the other Party, in addition to any relief to which such prevailing Party may be entitled, all costs, expenses and reasonable attorneys' fees in- curred in connection with that civil action. 17. Governing iazo. This Agreement shall be construed in accordance with the laws of the State of Arizona. 18. Termination. a. Notwithstanding paragraphs 1 and 5 above, the Town may terminate this Agreement and elect not to participate in the 2016 El Tour de Tucson event by providing written notice of the same to Perimeter on or before April 30, 201.6. Upon termination pursuant to this subparagraph (a), the Town shall have no further obli- gation to Perimeter for the 2016 El Tour de Tucson event. b. This Agreement may be terminated without further liability on 30 days' prior written notice by either Party upon a default by the other Party of any covenant or term of this Agreement, which default is not cured within 30 days of receipt of writ- ten notice of. default, except that this Agreement shall not be terminated if the de-- fault cannot reasonably be cured within such 30 --day period and the defaulting party has started to cure the default within the 30-day period and diligently pursues the cure to completion; provided that the grace period for any monetary default is ten days from receipt of written notice. c. This Agreement may be terminated by mutual written agreement of the Par- ties. 19. Miscellaneous. a. This .Agreement may not be modified except in a writing signed by both of the Parties. 00043232.1)OC 11 2015-2016 PERIMETER BICYCLING EL TOUR DE TUCSON EVENT AGREEMENT 9/14/2015 JF -5 - b. The captions and section numbers appearin in this A are inserted onl as a matter of convenience, and do not define, limit, construe or describe the scope or intent of such sections or articles of this A c. This A ma be executed in multiple counterparts, each of which shall, for all purposes, be deemed an ori and all of which, taken to shall consti- tute one and the same a IN WITNESS WHEREOF, the Parties have dul executed this instru below. The " Town" : TOWN OF MARANA,, an pal corporation "' Perimeter," -, izona munici PERIMETER BICYCLING ASSOCIATION OF AMERI INC.,, an Arizona nonprofit I corporation Ed Honea,� Ma Date: �� --&., 2,415 ATTEST: n Cler Date APPROV I D To FORM: own /d Gl dis� Date Richard r5A&rnardis, President/ CEO Date f- 21 - I Federal I.D. # � Y/ � � �cX�` 'Car BEVERLY BLOHME Notary Public - Arizona Pima Count My Come ion Exp MARCH ig 2016 11 00043 2 3 2. DOC 11 2015-2016 PERIMETER BICYCLING EL TOUR DE TUCSON EVENT AGREEMENT 9/14/2015 JF -6- STATE OF ARIZONA. } ) Ss. County of Pima } The % fore ing instr ment was acknowledged before me this � � day of 4, . `" s 2015 Richard DeBernardis, President/ CEO o f PERIMETER y BICYC VI NG ASSOCIATION OF AMERICA, INC., an Arizona nprofit corporation, on b ehalf of the corporation. (Seal) Noy ar Pu blic v BEVERLY BLOHMB . Notary Public - Arizona Pima County My Commission Expires MARCH % 2016 00043232.DaC 11 2015 -2016 P ERZ ME "FER BICYCLING EL TOUR DE TU CSON EVENT A GREEMENT 9/14/201 JF LIST of EXHIBITS Exhibit A: Perimeter's Sponsorship Proposal, dated September. 8, 2015 00043232.DOC; I1 2015 -2016 PERIMETER BICYCLING E., ToUR DE r rUCSON EVENT AGREEMENT 911412015 JF