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HomeMy WebLinkAboutResolution 2017-083 Agreement with StartLine Sports, LLC VI.ARANA RESOLUTION NO. 2017-083 RELA G TO PARKS AND REC:RE,4ATION, APPROVING AND AUTHORIZING G THI MAYOR TO EXECUTE AN AGREEMENT BETWEEN THE TOWN OF MARAN A AND STARTL,lNE SPORTS, LLC REGARDING THE PLANNING, DEVELOPMENT, PROMOTION, MANAGEMENT AND PRESENrI"ATION OF ENDURANCE RACE EVENTS IN THE TOWN WHEREAS in January 2015, the Town Council of the Town of Marana adopted the Town of Marana Strategic Plan III. which identifies Recreation as one of its five focus areas and includes the Principle Staternent that "We will promote a healthy and active lifestyle through Town programs and community partnerships" and an initiative to seek partnerships with public and private entities to provide progran-is and enhanced services; and WI-JEREAS StartLine Sports, LLC; plans, develops, promotes, manages and presents endurance race events at locations around Arizona;and WHEREAS the Town and StartLine desire enter into an agreernent for StartLine to plan, develop, promote, manage and present up to three races in the"]'Own with support and assistance from the'own; and WH.ERI=aAS the Town Council finds that approval of an agreement with StartLine related to the planning, development, promotion, management and presentation of endurance race events in the Town as set forth In this resolution is In the best Interests of the Town of Marana and its citizens. NOW `1�I---IEREFORE, BIS IT RESOLVED BY THE MAYOR AND COUNCIL OF THE rl'OWN OF MAR AN A, ARIZONA, as follows: SI CTION I. The agreement between the Town of Marana and Startl:line Sports, LLC regarding the planning, development, pros-notion, management and presentation of endurance race events in the Town, 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. SEC"J'I ON 2. The T'own's Manager and staff are hereby directed and authorized to Luidertake all other and further tasks required or beneficial to carry out the tcrnis, obligations, and objectives of the agreement. 0005388[}.D0C/I Mamma Resolution No.2017-083 - � PASSED AND ADOPTED by the Mayor and COL11161 of the Town of Marana, Arizona, this 5th day of September, 2017. tin/ Mayor Ed I-1 o ilea ATTEST: APPRO V D AS TO FORM: Ae eoir t ocelyn . Bronson, ��owzi�:lerl F nkdy, Town ney MARANA A ESTABLISHED 1977 00053880.noc iY Mvw,a Resolution No.2017-083 - 2 .. AGREEMENT BETWEEN THE TOWN of M ARANA AND STARTLINE SPOR'T'S,LLC THis .AGREEMENT (the ""Agreement"') is entered into by and between. the TOWN OF MARANA, an Arizona municipal corporation (the ""Town") and STARTLINE SPORTS, LLC, an Arizona limited liability company, d/b/a StartLine Racing ("StartLine"). The Town and StartLine 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 Recreation as one of its five focus areas. Under the Recreation focus area, the Plan includes the Principle Statement that "we will promote a healthy and active lifestyle through Town programs and com- munity partnerships" and an initiative to seek partnerships with public and private entities to provide programs and enhanced. services. B. StartLine plans, develops, promotes, manages and presents endurance race events at locations around Arizona. C. The Town and StartLine desire enter into an agreement for StartLine to plan, de- velop, promote, manage and present up to three races in the Town with support and assistance from the Town.as described in.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 teres of this Agreement, the Parties hereby agree as follows: 1.. Services to be performed by StartLine. StartLine shall plan, develop, promote, man- age and present all aspects of the following two endurance race events in the Town: Marana-Tucson Run Run Rudolph Half Marathon at Crossroads at Silverbell District Park, 7545 North Silverbell Road on December. 17, 2017 and Marana--Tucson Women's Half Marathon. at Crossroads at Silverbell District Park, 7548 North Silverbell Road on March 4, 2018; and a possible third race: Maran.a-Tucson. ShamROCK Half Marathon. at Marana Heritage River Park, 1.2375 North. Heritage Park Drive on March 17, 2018 (the ""Races" or individually a "'Race"), all as set forth.in this paragraph 1. 00053666.Doc/3 STARTLINE SPOR"IS,LLC AGRLrMrNT - i - a. StartLine shall provide appropriate route markings/traffic control for Race routes for the Races. b. StartLine shall recruit, select, approve and contract with vendors for booth space at the Races. The vendors may include food and health/wellness exhibitors and other exhibitors consistent with the theme of the Races and the terns of this Agreement. StartLine shall ensure that all vendors at the Races possess a current Town of Manana business license as of the date of the Race at which the vendor is exhibiting. StartLine shall also ensure that all food vendors possess a current and appropriate permit from the Pima county Health Department, if required, as of the date of the Race at which the vendor is exhibiting. c. StartLine shall provide a complete listing of Race vendors to the Town at least one geek prior to each Race. d. StartLine shall ensure that all race participants and vendors enter into a release and indemnification agreement in the form. set forth in Exhibit A, attached hereto and fully incorporated herein. by this reference. StartLine shall provide the complet- ed release and indemnification agreements to the Town with the vendor list re- quired by subparagraph c above. e. StartLine shall provide the Town with booth space at the Races at no cost to the Town. f. All marketing and promotional materials produced by StartLine for the Races shall include .references to the "Town.of Marana" or "Marana.11 g. StartLine shall provide sufficient staffing -to present and run all event logistics for the Races, including set--up and tear-down. 2. Support and assistance to be provided by the Town. The Town shall provide the fol- lowing support and assistance to StartLine f.or. the Races. a. Early access to reservation of park facilities, 12 months prior to the pre-approved dates of the Races. Notwithstanding this subparagraph (a), if this Agreement is terminated for any reason.or if it expires and is not renewed, any early access reservations previously made by StartLine will be automatically cancelled. b. Promotional assistance through Town social media outlets, website, and dis- tribution of StartLine-produced marketing and promotional materials. 3. Expenses; admission and other activity fees. StartLine shall be responsible for all of its operating expenses. StartLine may assess, collect and retain registration and other activity fees from parties who wish to attend and participate in. the Races. The Town makes no guarantee or promise regarding the amount of. compensation StartLine will receive due to registration and other activity fees. a. StartLine shall make available to the Town for inspection any books, ledgers or statements kept by StartLine regarding activities conducted pursuant to this Agree- ment. 00053666.]]oC 13 STAR'rLINE SPOR'rs,LLC AGREEMEN'r - 2 - b. StartLine shall be liable for all taxes applicable to the proceeds received by StartLine under this Agreement. 4. Effective date and duration. This agreement shall be effective as of the signature date of the last Party to sign this Agreement, and sham expire on June 30, 2018. Not-- withstanding the foregoing, the indemnification provisions set forth in paragraph 8 below shall survive termination of this Agreement. 5. Relationship of the parties, In the performance of the services contemplated by this Agreement,. StartLine 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. StartLine. 6. Use of Town logo and seal. The Town grants StartLine a limited license to use, at no cost, the Town's logo in. StartLine's performance of the services described in this .Agreement. StartLine shall not use the Tow'n's logo for any other purpose or use. StartLine shall not modify, revise or alter the Town's logo in any way. 7. Insurance. StartLine and any subcontractor who perforins any work for StartLine under this Agreement shall maintain insurance throughout the terra of this Agreement from carriers acceptable to the Town with the following required minimum coverages and limits: Worker's Compensation: Statutory Employer's Liability: U.S. $100,000 Commercial 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. StartLine shall deliver one or more certificates of insurance evidencing cover- age as described in this paragraph 7, including coverage required of any subcontrac- tor,, to the Town upon execution of. this Agreement. StartLine shall also deliver new certificates of insurance each time the policy(s) is updated.. All certificates shall be delivered to the Town's Parks and Recreation Director. b. The Town shall be named as an additional insured on the commercial general liability insurance policies required by this paragraph 7. As an. additional insured, 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 StartLine or any subcontractor. StartLine shall deliver additional insured endorsement(s) along with the certif i.- cate(s) of insurance required by subparagraph (a) above. The additional insured en- dorsement form identification number shall also be included within the description box on. the certificate of insurance and the a-pplicable policy number sly-all be includ- ed on the endorsement. 00053666.DOC/3 STA��TL r� S'C�I�]s,LLC AGREEMENT 3 - c. All. policies required pursuant to this paragraph 7 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 StartLine's or any sub-- contractor's work or service. Endorsements evidencing this waiver of subrogation shall be provided to the Town along with all other insurance documentation re- quired by this Article. d. The certificate(s) shall also stipulate that the insurance afforded StartLine and any subcontractor shall be primary insurance and that any insurance carried by the Town., its agents, officials or employees shall be excess and not contributory insur- ance to that provided by StartLine or any subcontractor. Coverage provided by StartLine and any subcontractor shall be primary insurance with respect to all other available sources. e. The insurance requirements specified in this paragraph 7 may not be changed or modified except by written agreement signed by both parties. f. StartLine 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 7. StartLine shall give the Town immediate notice of any other cancellation or reduc- tion 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 by the Town. S. Indemnification. StartLine agrees to defend, save, hold harmless, and indemnify 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., liabilities, damages, and other claims and demands of whatsoever nature or bind, in law or in equity, in. tort or in contract, or otherwise caused by or resulting from StartLine'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 StartLine contracts with in the performance of services pursuant to this Agreement, anyone directly or indirectly employed by StaxtLin.e, or anyone for whose acts StartLine may be liable. 9. Regulatory compliance and approvals. Each Party shall at its own expense comply with all applicable federal, state and local laws, rules, and regulations in connection with its obligations under this Agreement. As part of this obligation StartLine shall obtain. any and all permits required by the Town, the Northwest Fire District or any other appropriate regulatory agency for its activities under this Agreement. 10. Notices. All notices, requests, demands, and other counmun.ications 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: 00053666.DOC 13 STAULINL SPORPS),LLC AGREEMLN'r - 4 - If to the Town, to: TOWN OF MA.RANA Attn: Parks and Recreation.Director 1.1.555 W. Civic Center Drive --Bldg A3 Marana, AZ 85653 If to StartLine, to. STARTLINE SPORTS,LLC Attn: Jeffrey Paul Crane,Jr. 13160 N. 76th Street Scottsdale, AZ 85260 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 contem- poraneous agreements,, representations and understandings of the Parties, oral or writ- ten, are superseded and merged in this Agreement. 12. Authority to execute agree-inen t. 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 rnajenre. NNotwithstanding any other terns, 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, material 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- formance b such Part of such duty or obligation shall. be extended for a period equal y y y to the delay occasioned by such events. 14. Inniligration laws. StartLine warrants that it will at all tines 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). StartLine 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. Israel boycott divestinetits. StartLine 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. 16. Conflict 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 00053666.DOC i3 S'rAi�A Nr SPORTS,LLC AGREEMENT - 5 - prevailing Party xn.ay be entitled, all costs, expenses and reasonable attorneys' fees in- curred in connection with that civil action. 18. Governing law. This Agreement shall be construed in accordance with the laws of the State of Arizona. 19. T erns nation. Either Party may terminate its participation in this Agreement for any reason. upon at least 15 days' prior written notice to the other. Party. 20. Miscelia-t oats. 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. [SIGNATURE PAGE FOLLOWS] 0005366{DOC/3 STARTLLI E SPOR"j"s,LLC AGREEMENT - 6 - IN WITNESS WHEREOF,the Parties have duly executed this instrument below. The "Town": "StartLlne". TOWN OF MAI�AN A,an Arizona munici- STARTLINE SPORTS,LLC,an Arizona pal corpo ra tioii limited liability company, d/b/a StartLine Racing Ed Honea, Ma or effrey Pau rane,Jr., Member Date. Date _� P .ATTEST: 6-17 jet er xwell Crane, Member own rk Date Date � APPROVED S TO FORM: Federal I.D. # (s2 ' ZL3q o n.Atto ey Date 00053666.DOC 13 STARTLINE SPORTS,LLC AGREEMENT - 7 - STATE OF A��Z } ) Ss. County of Mctn(o P'� y The foregoing instrument was acknowledged before me this daof 201-7, by Jeffrey Paul Crane, Jr., Member. of STAwrLINE SPORTS, LLC, an Arizona limited liability company, d/b/a StartLine Racing, on behalf of the LLC. NOTARY PUBLIC STATE OF ARIZONA Maricopa County MARSHALL SHELTON My Commission Expires October 08,2018 Notary Public STATE OF kiD m&9 ) Ss. County of 1Mh6(')PX' The foregoing instrument was acknowledged before me this day of bomt 2017 by Jennifer Maxwell Crane, Member of STARTLINE W SPORTS, LLQ, an Arizona limited liability company, d/b/a StartLine Racing, on behalf of the LLC. NOTARY PUBLIC STATE OF ARIZONA maricopa County ELTO]N MARSHALL SH �j Nota r 08,201183 ry Public My cc)rnmission Expires octobe- 00053666.DoC/3 STARTLINE Srvi�'i's ,,LLC A(;tu-TMENT 8 LIST of EXHIBITS Exhibit A: Form of Release and Indemnification Agreement 0 A Y 0005.3666.I.OC l3 STAin'LINE SPOius),LLC AGREEMENT 9 EXIIIBirr A,ro AGREEMENT RETWEEN'rill{TOWN OF MARANA AND STARTLINE SPORTS,LLC Release and Indemnification A reemment. In consideration of the acceptance of my [Vendor Application or .Race Registration] for the [name of Race] to be held [date of Race], I do hereby, for myself, my child/ren, my heirs, executors and assigns, release the Town of Marana (Town), and its agents, officials and employees from liability for any harm, injury, or damage, which I, or my minor child/ren, may suffer while participating in the above-described event. This includes all disks that are connected with the event whether foreseen or unforeseen. Additionally, I agree to defend, save, hold harmless, and indemnify the Town and 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 result- ing from my errors, oni.issions, or negligent or intentional acts in. connection. with the above- described event. I am of lawful age and legally competent to execute this Agreement. I under- strand the terms of this Agreement and have agreed to its tends as my own free act. If I ani acting on behalf of an organization, I certify that I am the agent of the organization, I a1n acting on the organization's behalf, and I am duly authorized to execute this Release and Indem- nification Agreement on the organization's behalf. By signing below, I acknowledge that I have read and agree to abide by all the terns, conditions, rules and regulations applicable to this event and that I have read and understand the terms of this Release and Indemnification Agreement and agree that I shall. be bound by its terms and conditions. Signature Printed Name Date 00053666.1)OC/3 S'1`AvrLJNL SI'oIr'j,s,LLC AGREX MZNN11 10