HomeMy WebLinkAboutResolution 2017-052 Approving financial support for the 2017 El Tour 28-Mile Event MARANA RESOLUTION NO. 2017-052
RELATING "ro SPECIAL EVENTS; APPROVING AND AUTHORIZINGTHE MAYOR TO
EXECUrl"E AN AGREEMENT BETWEEN THE TOWN OF MARANA AND PERIMETER
BICYCLING ASSOCIATION OF AMERICA, INC. REGARDING FINANCIAL SUPPORT
FOR THE 2017 EL TOUR 28-MILE EVENT
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 the Town and Perimeter desire to enter into an agreement regarding the
Town's participation in and financial support of the 2017 El Tour 28-Mile cycling event., and
'WHEREAS the Town Council finds that the agreement addressed by 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, ARIZONA, as -follows:
SECTION 1. The agreement between the Town of Marana and Perimeter Bicycling
Association of America, Inc. for the 2017 El Tour 28-Mile cycling event, 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 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 this resolution.
00052786.1)OC/I
Marana Resolution No. 2017-052
PASSED AND A I)OPTED by the Mayor and Council of the Town of Marana, Arizona,
this 20th day of.dune, 2017.
Mayor Ed Honea
ATTEST: APPROVED AS TO -;ORM;
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relyn C. nson, Town. Clem ra Ca °dy, Town rney.
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MARANA AZ
FSTAB1,1Ij'H f.) 197
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Marana Resolution No,2017-052 - 2 -
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AGREEMENT BETWEEN THE TowN OF MARANA AND PERIMETER
BICYCLING ASSOCIATION of AMERICA,INC. FOR THE 2017 EL
4 TOUR 28-MILE EVENT
THis AGREEMENT (this "Agreement") is entered into by and between the TOWN of
MARANA, an Arizona municipal corporation (the "Town") and PERIMETER BICYCLING
AssocIATIQN of AMERICA, INC., an Arizona nonprofit corporation. ("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"'Darty,"
RECH LS
A. In January 2015, the Town Council of the Town of Marana adopted. the Torn of
Marana Strategic Plan III (the "Flan"). The Plan identifies Community as one of its five
focus areas. Under the Commun'ty focus area, the Plan includes an initiative to market
Marana as a destination for unique,family-friendly eventq',
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 2017 El 'Four 28-Mile cycling event, taping
place on Saturday, November 18,2017.
D. The Town finds that the benefits to the Town resulting from Perimeter's promo-
tion and production of the 2017 El Tour 28-Mile cycling event have a value at least equal
to the fair marl<et value of the financial support to be provided to Perimeter by the
Torn pursuant to this Agreement.
AGREEMENT
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Now,I'HEREFORE,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.
ollows:1. Fliiaiieial support to be provided by Hie Tort)ii. Pursuant to the terns and conditions
of this A.greernent, including without limitation paragraph 18 (Terniinatioti) below, the
1`own shall provide financial support of $15,000 to Perimeter for the 2017 El Tour
28-Mile cycling event,payable on or before July 31, 20 .7.
2. Evejit aroiiiotim by tfie Tov)ji. In addition to the financial support provided
ursu-
ant to paragraph 1 above, the Town shall alsopromote the events thyough the Town's
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00052779.DOC 1 t 2017 PERIMETER BICYCLING EL'rOUR 28-MILE EvEmr AGREEMENT 6!$/2-017 JF
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media/conunu.nication outlets, as described in Perimeter Is May 1.7, 2017 sponsorship
proposal to the Town., attached hereto and incorporated herein by this reference as
Exhibit A.
3. Benefits to be provided to the T'ort)tt. 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, affective cute aiid di-trat ori, 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, 2017, unless sooner terminated pursuant to paragraph 18 below, Notwithstanding
the foregoing, the indemnification provisions set forth in paragraph 9 below shall sur-
viae termination of this Agreement.
6. Relat oiaship of tete 11arties, In the performance of the services contemplated by this
Agreement, Perimeter shall act solely as an independent contractor, and nothing ex-
pressed or i� lied in this Agreement shall be construed. to create the relationship of
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employer and employee, partnership, principal and agent, or to create a joint venture
between the Town and. Perimeter.
7. Use o f T'oz(3t t logo rltid seal. The Town grants Perimeter a limited license to use, at no
cost, the Town's 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. y
Perimeter shall not modify,revise or alter the Town's logo or seal in any way.
8. hisuratxce. During the term of this Agreement, Perimeter shall maintain insurance
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from carriers acceptable to the Town with the following required. minimum coverages
and limits, and the Town shall be named as an additional insured on the commercial
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general liability insurance policy for the purposes of Perimeter's activities in relation to
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the events covered by this Agreernen.t:
Worker's Compensation: Statutory
Employer's Liability: 'U.S. $1.00,000
Coni.-nercial General Liability: U.S. $1,000,000 per occurrence
U.S. $2,000,000 aggregate
Business Auto Liability: U.S. $1.,000,000 combined single limit
a. Perinneter shall deliver one or more certificates of insurance evidencing cover.
age as described in this paragraph 8 to the Torn upon execution of this Agreement s
and prior to commencing any activities pursuant to this Agreement. Perimeter shall
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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 shall 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 Torn, .its agents,
officials or employees shall be excess and. not contributory insurance to that pro-
vided by Perimeter. Coverage provided by Perimeter shall be primary insurance
with respect to all other available sources.
e, The 'insurance requirements specified in this paragraph 8 may not be changed
or modified except by written agreement signed by both Parties.
f, During ra.the terof this Agreement Perimeter shall give the Town at least 30
calendar days' written notice prior to a planned. cancellation or reduction of any
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coverage required b this ph 8. Perimeter shall give the Town immediate
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notice of any other cancellation or reduction of any coverage required by this para-
coverage 8. Cancellation or reduction of an coverage required. by this paragraph 8 is
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grounds for termination of. this Agreement by the Town.
9. Indeninificahott. Perimeter agrees to defend, save, hold harmless, and indemnify
the Town, its officials, employees, a exits, successors, and. assigns from and against any
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and all marmer of claims, suits, lawsuits, action or actions, causes or causes of action,
liabilities, damages,and other claims and demands of whatsoever nature or find,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
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Mailed.,certified nail,return receipt requested, to the following addresses;
00052779.DOC Il 2017 PER METER BiCYCLINc Ex.ToLjR 28-MILE EVENT A(.-,R EMF-NT 6/8/2017 H
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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
.Atte: Town Attorney
11555 W. Civic Center Drive - Bldg A3
Marana, 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
w•itten notice to the other Party. All notices under this Agreement shall be deemed
received upon actual receipt.
11, Entire agreentent, 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 contem-
poraneous agreements,, representations and understandings of the Parties, oral or writ-
ten, are superseded and merged in this Agreement.
-12. Author ihj to exec-ute agreeiiient. The individuals executing this Agreement hereby
represent that they have full right, power, and authority to execute this Agreement on
--ties.
behalf of their respective Panties.
13. Force. iiiaj'etire. 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 stTikes, material short-
"I d'sturbances
ages, war, civi i weather cond'tions, natural disasters, acts of God, or other
events beyond the control of such Party, the time period provided herein for the per-
formance by such Party of such duty or obligation shall be extended for a period equal
to the delay occasioned by such events.
14. hwifigratioti lazt3s. 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
ARS., §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 set-vices pursuant to this Agreement to ensure compli-
ance with this warranty.
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15. Israel Boycott Divestments. Perimeter 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 ARS. §35-393
16, Confl
ict 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.
17. 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.
18. Governing lav). 'This Agreement shall be construed in accordance with the laws of
the State of Arizona.
1.9. Teri-nination,
a. This Agreement shall be terminated without further action by the Parties if the
2017 El Tour de Tucson event, as described in Exhibit A, is cancelled for any reason.
If the event is cancelled, Perimeter shall refund to the Town the $15,000 in financial
support provided pursuant to paragraph 1 of this Agreement'within 30 days of can-
cellation of the event.
b. This Agreement may be terminated without further liability on 30 days` prior
written notice by either Party upon a default by the other Party of any covenant or
term of this Agreement, which default is not cured within 30 days of receipt of writ-
ten notice of default, except that this Agreement shall not be terminated if the de-
fault cannot reasonably be cured within.such 30-day period and the defaulting party
has started to cure the default within the 30-day period and diligently pursues the
cure to completion; provided that the grace period for any monetary default is ten
days from receipt of written notice.
c. 'f'h's Agreement may be terminated by mutual written agreement of the Par-
ties.
20. Miscellaneous.
a. This Agreement may not be modified except in a writing signed by both of the
Parties.
b. The captions and section, numbers appearing in this Agreement are inserted
only as a matter of convenience, and do not define, limit, construe or describe the
scope or intent of such sections or articles of this Agreement.
c, This .Agreement may be executed in multiple counterparts, each of which shall, �
for all purposes, be deemed an original and all of which, taken together, shall consti-
tute one and the same agreement.
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IN wrrNESS WHEREOF,the Parties have duty executed this instrument below.
'Yhe "'Fow-liff I. "Perinieter":
ToVVN OF MARANA,,an Arizona munici- PERIMETFT BICYCLINc, ASSOCIA"HON OF
pal corporation. AmETICA, INC,an Arizona nonprofit
corporation
Ed Honea, Mayor
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Rich,�,,r�d- eernardis, President/CF0
Date:
1z, Ig
Date
ATTEST.-
Federal I.D. L 0
V117
n Clerk Date
Api-)ROV AS.r FoRm:
tee
TY wn At ey Date
00052779.DOC/1 2017 PERIMETER BICYCLING EL TOUR 2$-MILE EVENT AGREEMENT 6/8/2017 JF
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STATE OF ARIZONA
) SS.
County of Pima
The foregoing instrument was acknowledged before me this day of
-c-) 2017 by Richard DeBernardis, President/CECT of Pl.aIMETER
BICYCLING AssocIATION of AMERICA,,INC.,an Arizona nonprofit corporation, on behalf of
the corporation,
1-1 Djj AN(Seal) 4 . --,f I
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' LIC,ARIZONA
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Al[MTV
o_E-xpirqNo
-Wcum t ry PUblic
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Lis'r OF EXHIBITS
Exhibit A: Perimeter's S ,onsoi-ship Proposal, dated May 17, 2017
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