Loading...
HomeMy WebLinkAboutResolution 2024-007 Approving and Authorizing the Mayor to Execute an agreement with Project Echelon, LTD for the 2024 Project Echelon Gran Fondo Ride for Veterans MARANA RESOLUTION NO. 2024-007 RELATING TO TOURISM; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT BETWEEN THE TOWN OF MARANA AND PROJECT ECHELON, LTD. REGARDING PARTICIPATION IN AND FINANCIAL SUPPORT OF THE 2024 PROJECT ECHELON GRAN FONDO RIDE FOR VETERANS 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 Project Echelon, Ltd. ("PE") is a nonprofit corporation responsible for the promotion and production of the Gran Fondo Ride ("Fondo"), a non-competitive bicycle ride occurring on March 3, 2024; and WHEREAS the Town and PE desire to enter into an agreement regarding the Town's participation in and financial support of the Fondo; 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 PE for the Fondo, 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. - 1 - 00074117.DOC/1 Resolution No.2024-007 PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 16th day of January, 2024. i lA,L,. ... Mayor Ed Honea ATTEST: APPROVED AS TO FORM: . ";: —,—) , David L. Udall, Town Clerk Jan all, Town Attorney 416 AIIIIMMIIIMMINIIIIMININIK MARANA AZ ESTABLISHED 1977 - 2 - 00074117.DOC/1 Resolution No.2024-007 2024 PROJECT ECHELON GRAN FONDO RIDE AGREEMENT THIS AGREEMENT (this "Agreement") is entered into by and between the TOWN OF MARANA, an Arizona municipal corporation(the "Town") and PROJECT ECHELON,LTD.a Wisconsin nonprofit corporation ("PE"). The Town and PE 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. Project Echelon is a nonprofit corporation responsible for the promotion and production of a multi-day event the weekend of March 2-3, 2024 called the "Project Echelon Gala Weekend" which consists of a golf tournament, a gala dinner on the first day, and a Gran Fondo ride on the second day (the "Fondo Ride"). C. The Town and PE desire to enter into an agreement regarding the Towri s participation in and financial support of the portion of the Fondo Ride that will take place within Town limits that will be held on Sunday,March 3,2024 involving the participation of racers and volunteers. D. The Town finds that the benefits to the Town resulting from PE's promotion and production of the Fondo Ride in Marana have a value at least equal to the fair market value of the financial support to be provided to PE 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 S4,500 to PE for the Fondo Ride 30 days prior to the Fondo Ride. 2024 PROJECT ECHELON GRAN FONDO RIDE AGREEMENT 1 2. Fee Waiver. The Town will waive special event permit fees affiliated with the Fondo Ride. 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 Town's media/communication outlets. 4. Benefits to be provided to the Town. In exchange for the financial support described in paragraph 1 above, PE shall provide to the Town the benefits and services described in Exhibit A. 5. Co-marketing with the Town of Oro Valley. The Fondo Ride will also be held in the Town of Oro Valley on Sunday, March 3, 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 the Fondo Ride. 6. Books; taxes. PE shall make available to the Town for inspection any books,ledgers or statements kept by PE regarding activities conducted pursuant to this Agreement. PE shall be liable for all taxes applicable to the proceeds received by PE 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 8, 2024, unless sooner terminated pursuant to paragraph 22 below. Notwithstanding 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, PE 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 PE. 9. Use of names, trademarks, logos and seal. The Town grants PE a limited license to use, at no cost, the Town's Discover Marana name and logo in PE's performance of the services described in this Agreement. PE shall not use the Town's Discover Marana name and logo for any other purpose or use. PE shall not modify, revise or alter the Town's Discover Marana logo in any way. PE grants the Town a limited license to use,at no cost, PE's name,trademarks, and logos in the Town's performance of the services described in this agreement. The Town shall not use PE's name, trademarks, and logos for any other purpose or use. The Town shall not modify, revise or alter PE's trademarks and logos in any way. 10. Insurance. During the term of this Agreement, PE shall maintain insurance 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 general liability insurance policy for the purposes of PE's activities in relation to the events covered by this Agreement: 2024 PROJECT ECHELON GRAN FONDO RIDE AGREEMENT 2 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. PE shall deliver one or more certificates of insurance evidencing coverage as described in this paragraph to the Town by no later than January 22,2024 and prior to commencing any activities pursuant to this Agreement. PE shall also deliver new certificates of insurance each time the policy(s) is updated. All certificates shall be delivered to the Towri s Economic Development Department. b. As an additional insured on PE'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 PE. PE shall deliver additional 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 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 PE'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 PE. Coverage provided by PE shall be primary insurance with respect to all other available 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 PE 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. PE 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. PE 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 kind, in law or in equity, in tort or in contract, or otherwise caused by or resulting from PE's errors, 2024 PROJECT ECHELON GRAN FONDO RIDE AGREEMENT 3 omissions, or negligent acts in the performance of services pursuant to this Agreement, or the errors, omissions or negligent acts of any party PE contracts with in the performance of services pursuant to this Agreement, anyone directly or indirectly employed by PE, or anyone for whose acts PE 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 PE, to: PROJECT ECHELON,LTD Attn: Eric Hill N9W27151 Woodridge Ln. Waukesha, WI 53188 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. 13. Entire agreement. This Agreement constitutes the entire agreement and understanding 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 superseded 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 by such Party of such duty or obligation shall be extended for a period equal to the delay occasioned by such events. 2024 PROJECT ECHELON GRAN FONDO RIDE AGREEMENT 4 16. Immigration laws. PE warrants that it will at all times comply with all federal immigration laws and regulations that relate to its employees (if any) and with Arizona Revised Statutes section (A.R.S. §) 23-214 (A). PE 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 employee (if any) who performs work or services pursuant to this Agreement to ensure compliance with this warranty. 17. Israel Boycott Divestments.PE 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 Republic of China; (2) any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China; or (3) any Contractors, subcontractors or suppliers 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 becoming 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 Town's 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 incurred 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. a. This Agreement shall be terminated without further action by the Parties if the Fondo Ride, as described in this Agreement, is cancelled for any reason. If the 2024 PROJECT ECHELON GRAN FONDO RIDE AGREEMENT 5 event is cancelled, PE shall refund to the Town all financial support provided by the Town to PE 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 constitute one and the same agreement. [SIGNATURE PAGE FOLLOWS] 2024 PROJECT ECHELON GRAN FONDO RIDE AGREEMENT 6 IN WITNESS WHEREOF,the Parties have duly executed this instrument below. The"Town": „PE": TOWN OF MAR ANA,an Arizona PROJECT ECHELON LTD,a Wisconsin municipal corporation nonprofit corporation L-1,t,t,,,,-. -e-^ , Ed Honea,Mayor Eric Hill,President Date: '{ Date Z/!3/2o Z1 ATTEST: Federal I.D.#81-2114278 KV.zy David L.Udall,Town Clerk Date APPROV AS TO FORM: W / /6z J. 'airall,Town Attorney Date STATE OF ARIZONA )ss County of Pima ) '� The foregoing instrument was acknowledged before me this X3 `day of BRvaRy ,202`1 by Erick Hill,President of Project Echelon,LTD.,a Wisconsin nonprofit corporation,on behalf of the corporation. (Seal) ' 0 Notary Public * DENISE L >f rSCHIT_tr'vI:R II 4iii ._ ../ma`s tit 2024 PROJECT ECHELON GRAN FONDO RIDE AGREEMENT 7 IN WITNESS WHEREOF,the Parties have duly executed this instrument below. The "Town": "PE": TOWN OF MARANA,an Arizona PROJECT ECHELON LTD,a Wisconsin municipal corporation nonprofit corporation f( Ed Honea, Mayor Eric Hill, President Date: Date f ATTEST: Federal I.D. # 81-2114278 0 4 David L. Udall, Town Clerk Date APPROVED AS TO FORM: ,6/r Ja irall, Town Attorney Date STATE OF ARIZONA ) ) ss. County of Pima ) The foregoing instrument was acknowledged before me this day of , 202_by Erick Hill, President of Project Echelon, LTD., a Wisconsin nonprofit corporation, on behalf of the corporation. (Seal) Notary Public 2024 PROJECT ECHELON GRAN FONDO RIDE AGREEMENT 7 Exhibit A 1. Oro Valley/Marana feature in Project Echelon Newsletter $500 value (Dec, Feb,April) 2. Coverage of the pro team training in Northern Pima County $500 value and the Fondo in Velonews(35,000 subscribers, 750,000 online views per month) 3. Professional Photography for commercial/town use $1000 value 4. One Marana specific photoshoot for team content $500 value 5. Social Media Manager to post stories throughout the team $500 value camp and ride featuring Marana (up to 10) 6. Press Conference/Press release coordinated by Pima $1000 value County/Oro Valley/Marana along with earned media coverage in local market 7. Project Echelon to attach flyers or other promotional $200 value materials to participant packets at the Fondo events 8. Project Echelon to recognize Discover Marana as a sponsor at $200 value the start of the Fondo ride 9. Project Echelon riders and staff can attend local school events as requested by Discover Marana 10. Project Echelon riders and staff can meet with local veterans and active duty groups to discuss the non-profit organization and riding 11. Discover Marana can host a booth at the Fondo ride if $200 value requested 12. Project Echelon will work with Marana and Oro Valley to develop an Economic Impact survey and provide all date to the towns after the event 13. Brand the Echelon Racing League USA Cycling event series on $1000 value Zwift with Discover Marana branding. 14. Project Echelon to recognize Discover Marana as a presenting $3000 value sponsor at the Gala Dinner on March 2nd 2024 PROJECT ECHELON GRAN FONDO RIDE AGREEMENT 8 Exhibit A to Marana Resolution No. 2024-007 2024 PROJECT ECHELON GRAN FONDO RIDE AGREEMENT THIS AGREEMENT (this "Agreement") is entered into by and between the TOWN OF MARANA, an Arizona municipal corporation (the "Town") and PROJECT ECHELON, LTD. a Wisconsin nonprofit corporation ("PE"). The Town and PE 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. Project Echelon is a nonprofit corporation responsible for the promotion and production of a multi -day event the weekend of March 2-3, 2024 called the "Project Echelon Gala Weekend" which consists of a golf tournament, a gala dinner on the first day, and a Gran Fondo ride on the second day (the "Fondo Ride"). C. The Town and PE desire to enter into an agreement regarding the Towri s participation in and financial support of the portion of the Fondo Ride that will take place within Town limits that will be held on Sunday, March 3, 2024 involving the participation of racers and volunteers. D. The Town finds that the benefits to the Town resulting from PE's promotion and production of the Fondo Ride in Marana have a value at least equal to the fair market value of the financial support to be provided to PE 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 $4,500 to PE for the Fondo Ride 30 days prior to the Fondo Ride. 2024 PROJECT ECHELON GRAN FONDO RIDE AGREEMENT 1 Exhibit A to Marana Resolution No. 2024-007 2. Fee Waiver. The Town will waive special event permit fees affiliated with the Fondo Ride. 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 media/communication outlets. 4. Benefits to be provided to the Town. In exchange for the financial support described in paragraph 1 above, PE shall provide to the Town the benefits and services described in Exhibit A. 5. Co -marketing with the Town of Oro Valley. The Fondo Ride will also be held in the Town of Oro Valley on Sunday, March 3, 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 the Fondo Ride. 6. Books; taxes. PE shall make available to the Town for inspection any books, ledgers or statements kept by PE regarding activities conducted pursuant to this Agreement. PE shall be liable for all taxes applicable to the proceeds received by PE 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 8, 2024, unless sooner terminated pursuant to paragraph 22 below. Notwithstanding 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, PE 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 PE. 9. Use of names, trademarks, logos and seal. The Town grants PE a limited license to use, at no cost, the Towri s Discover Marana name and logo in PE's performance of the services described in this Agreement. PE shall not use the Towri s Discover Marana name and logo for any other purpose or use. PE shall not modify, revise or alter the Towns Discover Marana logo in any way. PE grants the Town a limited license to use, at no cost, PE's name, trademarks, and logos in the Towns performance of the services described in this agreement. The Town shall not use PE's name, trademarks, and logos for any other purpose or use. The Town shall not modify, revise or alter PE's trademarks and logos in any way. 10. Insurance. During the term of this Agreement, PE shall maintain insurance 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 general liability insurance policy for the purposes of PE's activities in relation to the events covered by this Agreement: 2024 PROJECT ECHELON GRAN FONDO RIDE AGREEMENT 2 Exhibit A to Marana Resolution No. 2024-007 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. PE shall deliver one or more certificates of insurance evidencing coverage as described in this paragraph to the Town by no later than January 22, 2024 and prior to commencing any activities pursuant to this Agreement. PE shall also deliver new certificates of insurance each time the policy(s) is updated. All certificates shall be delivered to the Towns Economic Development Department. b. As an additional insured on PE'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 PE. PE shall deliver additional 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 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 PE'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 PE. Coverage provided by PE shall be primary insurance with respect to all other available 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 PE 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. PE 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. PE 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 kind, in law or in equity, in tort or in contract, or otherwise caused by or resulting from PE's errors, 2024 PROJECT ECHELON GRAN FONDO RIDE AGREEMENT Exhibit A to Marana Resolution No. 2024-007 omissions, or negligent acts in the performance of services pursuant to this Agreement, or the errors, omissions or negligent acts of any party PE contracts with in the performance of services pursuant to this Agreement, anyone directly or indirectly employed by PE, or anyone for whose acts PE 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 PE, to: PROJECT ECHELON, LTD Attn: Eric Hill N9W27151 Woodridge Ln. Waukesha, WI 53188 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. 13. Entire agreement. This Agreement constitutes the entire agreement and understanding 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 superseded 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 by such Party of such duty or obligation shall be extended for a period equal to the delay occasioned by such events. 2024 PROJECT ECHELON GRAN FONDO RIDE AGREEMENT 4 Exhibit A to Marana Resolution No. 2024-007 16. Immigration laws. PE warrants that it will at all times comply with all federal immigration laws and regulations that relate to its employees (if any) and with Arizona Revised Statutes section (A.R.S. §) 23-214 (A). PE 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 employee (if any) who performs work or services pursuant to this Agreement to ensure compliance with this warranty. 17. Israel Boycott Divestments. PE 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 Republic of China; (2) any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China; or (3) any Contractors, subcontractors or suppliers 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 becoming 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 incurred 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. a. This Agreement shall be terminated without further action by the Parties if the Fondo Ride, as described in this Agreement, is cancelled for any reason. If the 2024 PROJECT ECHELON GRAN FONDO RIDE AGREEMENT 5 Exhibit A to Marana Resolution No. 2024-007 event is cancelled, PE shall refund to the Town all financial support provided by the Town to PE 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 constitute one and the same agreement. [SIGNATURE PAGE FOLLOWS] 2024 PROJECT ECHELON GRAN FONDO RIDE AGREEMENT 31 Exhibit A to Marana Resolution No. 2024-007 IN WITNESS WHEREOF, the Parties have duly executed this instrument below. The "Town": TOWN OF MARANA, an Arizona municipal corporation Ed Honea, Mayor Date: ATTEST: David L. Udall, Town Clerk Date APPROVED AS TO FORM: Jane Fairall, Town Attorney Date STATE OF ARIZONA ) ss. County of Pima ) "PE": PROJECT ECHELON LTD, a Wisconsin nonprofit corporation Eric Hill, President Date Federal I.D. # 81-2114278 The foregoing instrument was acknowledged before me this day of 202_ by Erick Hill, President of Project Echelon, LTD., a Wisconsin nonprofit corporation, on behalf of the corporation. (Seal) Notary Public 2024 PROJECT ECHELON GRAN FONDO RIDE AGREEMENT 7 Exhibit A to Marana Resolution No. 2024-007 Exhibit A 1. Oro Valley/Marana feature in Project Echelon Newsletter $500 value (Dec, Feb, April) 2. Coverage of the pro team training in Northern Pima County $500 value and the Fondo in Velonews (35,000 subscribers, 750,000 online views per month) 3. Professional Photography for commercial/town use $1000 value 4. One Marana specific photoshoot for team content $500 value 5. Social Media Manager to post stories throughout the team $500 value camp and ride featuring Marana (up to 10) 6. Press Conference/Press release coordinated by Pima $1000 value County/Oro Valley/Marana along with earned media coverage in local market 7. Project Echelon to attach flyers or other promotional $200 value materials to participant packets at the Fondo events 8. Project Echelon to recognize Discover Marana as a sponsor at $200 value the start of the Fondo ride 9. Project Echelon riders and staff can attend local school events as requested by Discover Marana 10. Project Echelon riders and staff can meet with local veterans and active duty groups to discuss the non-profit organization and riding 11. Discover Marana can host a booth at the Fondo ride if $200 value requested 12. Project Echelon will work with Marana and Oro Valley to develop an Economic Impact survey and provide all date to the towns after the event 13. Brand the Echelon Racing League USA Cycling event series on $1000 value Zwift with Discover Marana branding. 14. Project Echelon to recognize Discover Marana as a presenting $3000 value sponsor at the Gala Dinner on March 2nd 2024 PROJECT ECHELON GRAN FONDO RIDE AGREEMENT