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HomeMy WebLinkAboutResolution 2023-129 Approving and Authorizing the Mayor to Execute an Agreement with Tucson Bicycle ClassicMARANA RESOLUTION NO.2023-129 RELATING TO TOURISM; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT BETWEEN THE TOWN OF MARANA AND TUCSON BICYCLE CLASSIC REGARDING PARTICIPATION IN AND FINANCIAL SUPPORT OF THE TIME TRIAL STAGE OF THE TUCSON BICYCLE CLASSIC WHEREAS on September 6, 2022, the Marana Town Council adopted the Town of Marana Strategic Plan V, identifying "Thriving Commerce' as one of its five focus areas, with the goal to "Expand Marana's thriving tourism industry by promoting its heritage, cultural resources, scenic open spaces, and signature events"; and WHEREAS Tucson Bicycle Classic ("TBC") is a nonprofit corporation responsible for the promotion and production of the Tucson Bicycle Classic event, a three-day bicycle stage race in the Tucson metro area consisting of a time trial stage on the first day ("Time Trial"), a road race stage on the second day, and a circuit race stage on the third day; and WHEREAS the Town and TBC desire to enter into an agreement regarding the Town's participation in and financial support of the Time Trial stage of the Tucson Bicycle Classic; 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 TBC for the Time Trial stage of the Tucson Bicycle Classic, 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 Towri 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. -1- 00074117.DOC /I Resolution No. 2023-129 PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 19th day of December, 2023. ATTEST: Davi 9dall,n Clerk ESTABLISHED 1977 Mayor Ed Honea APPROVED AS TO FORM: Ja irall, Town Attorney -2- 00074117.DOC /1 Resolution No. 2023-129 ExHIBIT A TO MARANA RESOLUTION NO.2023-129 2024 TUCSON BICYCLE CLASSIC RACE AGREEMENT MARANA TIME TRIAL THIS AGREEMENT (this "Agreement") is entered into by and between the TOWN OF MA- RANA, an Arizona municipal corporation (the "Town") and TUCSON BICYCLE CLASSIC, an Arizona nonprofit corporation ("TBC"). The Town and TBC are sometimes collectively referred to in this Agreement as the "Parties," each of which is sometimes individually referred to as a "Party." RECITALS A. On September 6, 2022, the Marana Town Council adopted the Town of Marana Strategic Plan V, identifying "Thriving Commerce" as one of its five focus areas, with the goal to "Expand Marana's thriving tourism industry by promoting its heritage, cultural resources, scenic open spaces, and signature events." B. TBC is a nonprofit corporation responsible for the promotion and production of the annual Tucson Bicycle Classic, which is a three-day bicycle stage race in the Tucson metro area consisting of a time trial stage (the "Time Trial") on the first day, a road race stage on the second day and a circuit race stage on the third day (the "Circuit Race"). C. The Town and TBC desire to enter into an agreement regarding the Towri s partic- ipation in and financial support of the Time Trial that will be held on Friday, February 23, 2024 involving the participation of racers and volunteers. D. The Town finds that the benefits to the Town resulting from TBC's promotion and production of the Time Trial in Marana have a value at least equal to the fair market value of the financial support to be provided to TBC by 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 22 (Termination) below, the Town shall provide financial support of $10,000 to TBC for the Time Trial within 30 days of the Effective Date of this Agreement. 2. Fee Waiver. The Town will waive special event permit fees affiliated with the Time Trial. 2024 TUCSON BICYCLE CLASSIC RACE AGREEMENT - MARANA TIME TRIAL STAGE -1- EXHIBIT A TO MARANA RESOLUTION NO.2023-129 3. Event promotion by the Town. In addition to the financial support provided pursuant to paragraph 1 above, the Town shall also promote the events through the Towns me- dia/communication outlets. 4. Benefits to be provided to the Town. In exchange for the financial support described in paragraph 1 above, TBC shall provide to the Town the benefits and services described in Exhibit A. 5. Co -marketing with the Town of Oro Valley. The Circuit Race will be held in the Town of Oro Valley on Sunday, February 25, 2024. The Parties acknowledge and agree it is in their mutual interests that some of the marketing efforts contemplated in this Agreement will be done jointly with the Town of Oro Valley to promote both the Time Trial and the Circuit Race. 6. Books, taxes. TBC shall make available to the Town for inspection any books, ledgers or statements kept by TBC regarding activities conducted pursuant to this Agreement. TBC shall be liable for all taxes applicable to the proceeds received by TBC under this Agreement, if any. 7. Effective date and duration. This Agreement shall be effective as of the signature date of the last Party to sign this Agreement (the "Effective Date"), and shall remain in effect until April 1, 2024, unless sooner terminated pursuant to paragraph 22 below. Notwith- standing the foregoing, the indemnification provisions set forth in paragraph 11 below shall survive termination of this Agreement. 8. Relationship of the Parties. In the performance of the services contemplated by this Agreement, TBC shall act solely as an independent contractor, and nothing expressed 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 TBC. 9. Use of names, trademarks, logos and seal. The Town grants TBC a limited license to use, at no cost, the Towri s Discover Marana name and logo in TBC's performance of the ser- vices described in this Agreement. TBC shall not use the Towri s Discover Marana name and logo for any other purpose or use. TBC shall not modify, revise or alter the Towri s Discover Marana logo in any way. TBC grants the Town a limited license to use, at no cost, TBC's name, trademarks, and logos in the Towns performance of the services de- scribed in this agreement. The Town shall not use TBC's name, trademarks, and logos for any other purpose or use. The Town shall not modify, revise or alter TBC's trade- marks and logos in any way. 10. Insurance. During the term of this Agreement, TBC shall maintain insurance from carriers acceptable to the Town with the following required minimum coverages and lim- its, and the Town shall be named as an additional insured on the commercial general liability insurance policy for the purposes of TBC's activities in relation to the events cov- ered by this Agreement: 2024 TUCSON BICYCLE CLASSIC RACE AGREEMENT - MARANA TIME TRIAL STAGE -2- EXHIBIT A TO MARANA RESOLUTION NO. 2023-129 Commercial General Liability: U.S. $3,000,000 per occurrence U.S. $3,000,000 aggregate Business Auto Liability: U.S. $1,000,000 combined single limit a. TBC shall deliver one or more certificates of insurance evidencing coverage as described in this paragraph to the Town by no later than January 15, 2024 and prior to commencing any activities pursuant to this Agreement. TBC shall also deliver new certificates of insurance each time the policy(s) is updated. All certificates shall be delivered to the Towns Legal Department. b. As an additional insured on TBC's commercial general liability policy, the Town shall be provided coverage for any liability arising out of operations performed in whole or in part by or on behalf of TBC. TBC shall deliver additional insured endorse- ment(s) along with the certificate(s) of insurance required by subparagraph (a) above. The additional insured endorsement form identification number shall also be in- cluded within the description box on the certificate of insurance and the applicable policy number shall be included on the endorsement. c. All policies required pursuant to this paragraph 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 TBC'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 paragraph. d. The certificate(s) shall also stipulate that the insurance afforded the Town 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 provided by TBC. Coverage provided by TBC shall be primary insurance with respect to all other avail- able sources. e. The insurance requirements specified in this paragraph may not be changed or modified except by written agreement signed by both Parties. f. During the term of this Agreement TBC shall give the Town at least 30 calendar days' written notice prior to a planned cancellation or reduction of any coverage re- quired by this paragraph. TBC shall give the Town immediate notice of any other cancellation or reduction of any coverage required by this paragraph. Cancellation or reduction of any coverage required by this paragraph is grounds for termination of this Agreement by the Town. 11. Indemnification. TBC 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, liabili- ties, damages, and other claims and demands of whatsoever nature or kind, in law or in 2024 TUCSON BICYCLE CLASSIC RACE AGREEMENT - MARANA TIME TRIAL STAGE -3- EXHIBIT A TO MARANA RESOLUTION NO.2023-129 equity, in tort or in contract, or otherwise caused by or resulting from TBC's errors, omis- sions, or negligent acts in the performance of services pursuant to this Agreement, or the errors, omissions or negligent acts of any party TBC contracts with in the performance of services pursuant to this Agreement, anyone directly or indirectly employed by TBC, or anyone for whose acts TBC may be liable. 12. 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: Stefanie Boe, Tourism and Marketing 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 Marana, AZ 85653 If to TBC, to: TUCSON BICYCLE CLASSIC Attn: Marc Colbert, Executive Director 36971 S. Golf Course Dr. Tucson, Arizona 85739 marccolbert@comcast.net Either Party may from time to time designate any other address for this purpose by writ- ten notice to the other Party. All notices under this Agreement shall be deemed received upon actual receipt. 13. Entire agreement. This Agreement constitutes the entire agreement and under- standing of the Parties pertaining to the subject matter of the Agreement and supersedes all offers, negotiations, and other agreements of any kind. All prior and contemporaneous agreements, representations and understandings of the Parties, oral or written, are super- seded and merged in this Agreement. 14. 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. 15. 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, material shortages, 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 performance 2024 TUCSON BICYCLE CLASSIC RACE AGREEMENT - MARANA TIME TRIAL STAGE -4- ExHiBIT A TO MARANA RESOLUTION NO. 2023-129 by such Party of such duty or obligation shall be extended for a period equal to the delay occasioned by such events. 16. Immigration laws. TBC warrants that it will at all times comply with all federal im- migration laws and regulations that relate to its employees (if any) and with Arizona Revised Statutes section (A.R.S. §) 23-214 (A). TBC 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 (if any) who performs work or services pursuant to this Agreement to ensure com- pliance with this warranty. 17. Israel Boycott Divestments. TBC 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. 18. Pursuant to and in compliance with A.R.S. § 35-394, the Contractor hereby agrees and certifies that it does not currently, and agrees for the duration of this Contract that the Contractor will not, use: (1) the forced labor of ethnic Uyghurs in the People's Re- public of China; (2) any goods or services produced by the forced labor of ethnic Uy- ghurs in the People's Republic of China; or (3) any Contractors, subcontractors or sup- pliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China. If the Contractor becomes aware during the term of the contract that the company is not in compliance with this written certification, the company shall notify the Town within five business days after becom- ing aware of the noncompliance. If the Contractor does not provide the Town with a written certification that the Contractor has remedied the noncompliance within 180 days after notifying the Town of the noncompliance, this Contract terminates, except that if the contract termination date occurs before the end of the remedy period the Contract terminates on the Contract termination date. The Contractor also hereby agrees to indemnify and hold harmless the Town, its officials, employees, and agents from any claims or causes of action relating to the Towns action based upon reliance upon this representation, including the payment of all costs and attorney fees incurred by the Town in defending such as action. 19. 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. 20. 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. 21. Governing law. This Agreement shall be construed in accordance with the laws of the State of Arizona. 22. Termination. 2024 TUCSON BICYCLE CLASSIC RACE AGREEMENT - MARANA TIME TRIAL STAGE -5- EXHIBIT A TO MARANA RESOLUTION NO.2023-129 a. This Agreement shall be terminated without further action by the Parties if the Time Trial, as described in this Agreement, is cancelled for any reason. If the event is cancelled, TBC shall refund to the Town all financial support provided by the Town to TBC pursuant to paragraph 1 of this Agreement within 30 days of cancellation 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 written notice of default, except that this Agreement shall not be terminated if the default 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 Parties. 23. 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. [SIGNATURE PAGE FOLLOWS] 2024 TUCSON BICYCLE CLASSIC RACE AGREEMENT - MARANA TIME TRIAL STAGE -6- EXHIBIT A TO MARANA RESOLUTION NO. 2023-129 IN WITNESS WHEREOF, the Parties have duly executed this instrument below. The "Town": TOWN OF MARANA, an Arizona munici- pal corporation Ed Honea, Mayor Date: ATTEST: Town Clerk Date APPROVED AS TO FORM: Town Attorney Date STATE OF ARIZONA ) SS. County of Pima ) "TBC": TUCSON BICYCLE CLASSIC, an Arizona nonprofit corporation Marc Colbert, Executive Director Date Federal I.D. # 87-2350662 The foregoing instrument was acknowledged before me this day of ,202 by Marc Colbert, Executive Director of TUCSON BICYCLE CLASSIC, an Arizona nonprofit corporation, on behalf of the corporation. (Seal) Notary Public 2024 TUCSON BICYCLE CLASSIC RACE AGREEMENT - MARANA TIME TRIAL STAGE -7- ExHiBIT A TO MARANA RESOLUTION NO. 2023-129 Exhibit A Benefits and Services Provided by TBC to the Town Naming rights for Time Trial - eg: the "Marana Time Trial" or the "Marana Time Trial p/b $4000 1. *local sponsor' value 2. Mayor or another dignitary has the first right of refusal to start the Time Trial 3. Town of Marana's Discover Marana name and logo on Time Trial map and on TBC website $500 sponsor page value $500 4. Link from TBC website to the Town of Marana's Discover Marana Website value Town of Marana's Discover Marana logo prominent on official TBC winner's jerseys, event t- $3500 5. shirts and similar items value Joint press release with the Town of Oro Valley announcing the Time Trial and the Circuit $1000 6.. Race value If desired, joint press conference with the Town of Oro Valley announcing the Time Trial and $1000 7. the Circuit Race value Town of Marana's Discover Marana name and logo displayed prominently on signage/scrim $500 8. at the race venue value $2000 9. Up to four "eblast" call outs to TBC distribution list (over 5000) value $1500 10. 10 or more social media posts highlighting Discover Marana and the Time Trial value 11. School visit(s) in Marana by pro cyclists One or more YouTube videos created by professional cyclist that highlight the Town of Ma- $1000 12. rana and the Town of Oro Valley as desirable cycling destinations value 13. Post race week - participant survey to collect feedback from participants to improve future $1000 races and use in future marketing value $1000 14. License to use professional event photographs of the Time Trial Stage or other stages value 2024 TUCSON BICYCLE CLASSIC RACE AGREEMENT - MARANA TIME TRIAL STAGE