HomeMy WebLinkAboutResolution 2007-024 discretionary funding agreement to support tour of the tucson mountains bicycling event
MARAN A RESOLUTION NO. 2007-24
RELATING TO COMMUNITY DEVELOPMENT; GRANTING IN-KIND PUBLIC SAFETY
SERVICES PAID THROUGH DISCRETIONARY FUNDING TO PERIMETER BICYCLING
ASSOCIATION OF AMERICA, INC., AN ARIZONA 501(C)(3) NON-PROFIT
ORGANIZATION, TO SUPPORT THE TOUR OF THE TUCSON MOUNTAINS BICYCLING
EVENT TO BE HELD APRIL 29,2007, IN THE TOWN OF MARANA.
WHEREAS, the Town of Marana has established a Discretionary Fund to support local
non-profit organizations forwarding the priorities set by Mayor and Council; and
WHEREAS, Mayor and Council recognize the need to promote programs that encourage
positive activities for Marana's youth and families and a sustainable environment; and
WHEREAS, Perimeter Bicycling Association of America, Inc., a community-based non-
profit organization, is providing programming to promote the youth and families, physical
fitness, and a clean environment; and
WHEREAS, on April 29, 2007, the Tour of the Tucson Mountains will start and finish in
Marana, providing positive activities for youth and families and drawing participants from
around the United States; and
WHEREAS, Mayor and Council find that providing in-kind services through its
Discretionary Fund as set forth in this resolution is in best interests ofthe citizens of Marana.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE
TOWN OF MARANA, ARIZONA, to provide Perimeter Bicycling Association of America, Inc.
public safety and traffic control support for the Tour of the Tucson Mountains bicycling event to
be held April 29, 2007.
PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF
MARANA, ARIZONA, this 20th day of February 2007.
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Mayor Ed Honea
DISCRETIONARY FUNDING AGREEMENT
PERIMETER BICYCLING ASSOCIATION OF AMERICA, INC.
THIS DISCRETIONARY FUNDING AGREEMENT (this "Agreement") is entered into by
and between the TOWN OF MARANA, an Arizona municipal corporation (the "Town") and
the Perimeter Bicycling Association of America, Inc., an Arizona 501 (c) 3 non-profit
corporation (the "Agency"). The Town and the Agency are sometimes referred to collec-
tively as the "Parties," either of which is sometimes individually referred to as a "Party."
RECITALS
A. The Agency provides benefits to the Town and its residents by promoting posi-
tive activities for youth and their families and economic development in the Marana area.
B. The Agency has filed an application with the Town for discretionary funding
. to provide general support.
C. The Town has reviewed the Agency's application andhas determined that the
heritage and general welfare of the citizens of Marana will be substantially advanced by
authorizing the funding under the terms and conditions and for the purposes as set forth
in this Agreement.
D. The Parties acknowledge that tracking Town in-kind services and Agency out-
puts and outcomes resulting from the Town funding is prudent practice to assure that
public funds are appropriately used and that the public receives the anticipated ben~fits of
the funding.
AGREEMENT
Now, THEREFORE, based on the foregoing recitals, which are incorporated here by
reference, the Parties agree as follows:
1. Funding. The Town hereby commits in-kind services including public safety
and traffic control support through discretionary funding from the Town's Fiscal year
2006-07 budget to the Agency to fund general assistance.
2. Outputs and/or Outcomes. On April 29, 2007, the Agency hereby agrees to pro-
vide the following outputs and/or outcomes with the Town general assistance funding
provided under this agreement:
2.1. At least 1,200 Bicyclist will take part in the Tour ofthe Tucson
Mountains on April 29, 2007
2.2. More than 300 volunteers will provide community service in support
of the event.
2.3. At least 100 participants will take part in the "Kids and Family Fun
Ride" coinciding with the event.
Perimeter Bicycling Contract Documents
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2.4. As a result of the public safety and traffic control support the number
of vehicle bicycle accidents will be minimized.
3. Final Report. Within 30 days after the event on April 29, 2007 the Agency shall
complete and submit a report to the Town in substantially the form attached as Exhibit A,
showing the Agency's progress toward the outputs and/or outcomes set forth in para-
graph 2 above.
4. Required Insurance. Before receiving any payment under this Agreement, the
Agency shall provide insurance certifications evidencing. the following coverages for at
least the term of this Agreement:
4.1. $1,000,000 per occurrence general liability coverage with the Town
listed as additional insured.
4.2. $1,000,000 per occurrence automobile liability coverage with the
Town listed as additional insured (if the Agency has vehicles).
4.3. $1,000,000 per occurrence directors and officers coverage with the
Town listed as additional insured.
4.4. State of Arizona minimum workers' compensation coverage (if the
Agency has paid staff).
5. Corporate Documents. Before receiving initial payment under this Agreement,
the Agency shall provide copies of the following Agency documentation, including any
and all amendments:
5.1. Articles of incorporation.
5.2. Current bylaws.
5.3. List of current members of the Board of Directors, including their af-
filiations.
5.4. Current fiscal year's budget approved by the Board of Directors.
5.5. Internal Revenue Service designation letter.
6. Amendments to Insurance and Documentation. True and accurate copies of any
amendments during the term of this Agreement to coverages or terms of insurance re-
quired by paragraph 4 above or to the Agency's corporate documentation listed in para-
graph 5 above 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. Amendments that
reduce the insurance coverages below the minimums set forth in paragraph 4 above or
that in the Town's reasonable opinion materially affect the Agency's ability to deliver the
outputs and/or outcomes set forth in paragraph 2 above constitute default for which the
Town may withhold payment until the Agency restores the minimum insurance cover-
ages or restores the Agency's ability to deliver the outputs and/or outcomes.
7. Default and Dispute Resolution. If either Party defaults (the "Defaulting
Party") with respect to any of that Party's obligations under this Agreement, the other
Party (the "Non-Defaulting Party") shall be entitled to give written notice in the manner
prescribed in paragraph 8 to the Defaulting Party, stating the nature of the default claimed
Perimeter Bicycling Contract Documents
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and demanding that the default be corrected. The Defaulting Party shall then have twenty
days from the date of the notice within which to cure the default. If any default is not
cured within twenty days, then the Non-Defaulting Party shall be the Town, its officers,
employees, and agents from and against any and all claims relating to the Agency's ac-
tivities, including but not limited to those funded in whole or in part by this Agreement.
8. Manner of Serving. All notices, filings, consents, approvals and other commu-
nications provided for in or given in connection with this Agreement 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 designate in writing and deliver in a like manner):
To the Town:
TOWN OF MARANA
Town Manager
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 the Agency:
Perimeter Bicycling Association of America, Inc.
Marketing Director
2609 East Broadway Boulevard
Tucson, Arizona 85716
9. Term. The term of this Agreement shall begin on the effective date and, unless
sooner terminated by the mutual consent of the Parties, shall automatically terminate and
shall thereafter be void for all purposes on July 1, 2007.
10. Waiver. No delay in exercising any right or remedy shall constitute a waiver
of that right or remedy, and no waiver by the Town or the Agency of the breach of any
term of this Agreement shall be construed as a waiver of any preceding or succeeding
breach of the same or any other term of this Agreement.
11. Attorney's Fees. If any Party brings a lawsuit against any other Party to en-
force 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 attor-
neys' 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.
12. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one
and the same instrument. The signature pages from one or more counterparts may be re-
Perimeter Bicycling Contract Documents
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moved from the counterparts and the signature pages all attached to a single instrument
so that the signatures of all Parties may be physically attached to a single document.
13. Headings. The descriptive headings of this Agreement are inserted to assist in
understanding the meaning and construction of this Agreement.
14. Recitals. The Recitals set forth at the beginning of this Agreement are hereby
acknowledged, confirmed to be accurate and incorporated here.
15. 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.
16. Time Essence. Time is of the essence for purposes of this Agreement.
17. No Assignment. The Agency's obligations under this Agreement may not be
assigned without the written consent ofthe Town Manager or his designee.
18. No Partnership and Third Parties. It is not intended by this Agreement to, and
nothing contained in this Agreement shall, create any partnership, joint venture or other
arrangement between the Agency and the Town. No term or provision of this Agreement
is intended to, or shall be for the benefit of any person, 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.
19. Other Instruments. Each Party shall, promptly upon the request of the other,
have acknowledged and delivered to the other any and all further instruments and assur-
ances reasonably request or appropriate to evidence or give effect to the provisions ofthis
Agreement. ,
20. Imposition of Duty by Law. This Agreement does not relieve any Party of any
obligation or responsibility imposed upon it by law.
21. Entire Agreement. This Agreement constitutes the entire agreement between
the Parties pertaining to the subject matter of this Agreement. All prior and contempora-
neous agreements, representation and understanding of the Parties, oral or written, are
hereby superseded and merged in this Agreement.
22. 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 reasona-
bly necessary to accomplish the goals expressed by this Agreement.
23. Good Standing: Authority. The Agency represents and warrants to the Town
that it is duly formed and validly existing under the laws of the State of Arizona. The
Town represents and warrants to the Agency that it is an Arizona municipal corporation
with authority to enter into this Agreement under applicable state laws. Each Party repre-
sents and warrants that the individual executing this Agreement on its behalf is author-
ized and empowered to bind the Party on whose behalf each such individual is signing.
24. Severability. If any provision of this Agreement is declared void or unen-
forceable, it shall be severed from the remainder of this Agreement, which shall other-
wise remain in full force and effect.
Perimeter Bicycling Contract Documents
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25. Governing Law. This Agreement is entered into in Arizona and shall be con-
strued and interpreted under the laws of Arizona, and the Parties agree that any litigation
or arbitration shall take place in Pima County, Arizona. Nothing in the use of the word
"litigation" in the preceding sentence shall constitute a waiver, requiring disputes to be
resolved by binding arbitration.
26. Interpretation. This Agreement has been negotiated by the Town and the
Agency, and no Party shall be deemed to have drafted this Agreement for purposes of
construing any portion of this Agreement for or against any Party.
27. Force Majeure. If any Party is unable to perform under this Agreement by rea-
son 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 rea-
sonable speed the event or condition causing the non-performance and performance can
be restored within a reasonable amount of time. "Force majeure" means any condition or
event not reasonably 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; epidemics; landslides; lightning; earth-
quakes; subsidence; fires; hurricanes; storms; droughts; floods; arrests, restraints of gov-
ernment and of people; explosions; and partial or entire failure of utilities.
28. Conflict of Interest. This Agreement is subject to A.R.S. S 38-511, which pro-
vides for cancellation of contracts by government entities in certain instances involving
conflicts of interest.
29. Effective Date; Term. This Agreement is effective on the date of the last
Party's signature below and shall automatically terminate and shall thereafter be void for
all purposes on July 1,2007, unless sooner terminated by the mutual consent of the Par-
ties. .
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IN WITNESS WHEREOF, the Parties have executed this agreement as of the date set
forth below their respective signatures.
The Town:
The Town of Marana,
an Arizona municipal c oration
By:
i
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Date:
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EXHIBITS
A. Final report form
B. Required documents form
Perimeter Bicycling Contract Documents
The Agency:
Perimeter Bicycling Association of America, Inc.
an Arizona 501 (c) 3 non-profit corporation
By:~#I/?
Printed: K ev I . tv ::::hoe""! Oc.... "-
Its: V t ~U F (-< :~)I' d.P "'"
Date: BpI" l I 20 c . ;)..0 ~ ~
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AGENCY:
PROJECT:
Perimeter Bicycling Association of America, Inc.
Tour of the Tucson Mountains Bicycling Event 2007
REQUIRED DOCUMENTATION
Outside agencies receiving funding from the Town of Marana are to provide corporate documents
and insurance certifications to the Town on an annual basis.
The Town of Marana has documentation that the above coverages are in effect.
Signed: .~~
Organization re~pe 've
Signed: \.)~ . . .. ~ 4- aO<Ql:P9
Town of Marano agers ice Date
FAILURE TO SUBMIT THESE DOCUMENTS MAY DELAY THE PROCESSING OF PAYMENT REQUESTS.
If- Jd,-o 1-
Date