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HomeMy WebLinkAboutRS2021-004 - Grant - Fountain Hills Coalition Contract No. RS2021-004 GRANT FUNDING AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND FOUNTAIN HILLS COALITION THIS GRANT FUNDING AGREEMENT(this"Agreement") is entered into as of March 22, 2021, between the Town of Fountain Hills,an Arizona municipal corporation(the "Town") and Fountain Hills Coalition, a(n)Arizona nonprofit organization(the "Recipient"). RECITALS A. The Recipient is operating a nonprofit in the Town. B. The Town and the Recipient are entering into a Grant Funding Agreement as of March 22,2021, in which the Town will provide the Recipient with funding to support the organizations projects or programs. C. The Town has received these funds from Republic Services and is making disbursement to the Recipient to support projects/programs that provide community benefits in one of the following areas: promotion of healthy lifestyles, enhancement of the natural beauty of the Town,providing education,providing necessary human services, and/or providing public enjoyment. D. The Town and the Recipient desire to enter into this Agreement, in which the Town will provide grant funding to the Recipient to support their projects/programs in order to receive the community benefits above. AGREEMENT NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which are incorporated herein by reference,the following mutual covenants and conditions, and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the Town and the Recipient hereby agree as follows: 1. Term of Agreement. This Agreement shall be effective as of the date first set forth above and shall remain in full force and effect until December 31, 2021,unless terminated as otherwise provided in this Agreement. 2. Scope of Work. Recipient shall undertake the mutually agreed upon Program Activities, which are described in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference. 3. Compensation. The Town shall pay the Recipient an amount not to exceed $2,000 to undertake the agreed upon Program Activities. 4. Payments. The Town shall provide the Recipient with grant funding in the amount of$2,000 within 30 days after execution of this Agreement. 5. Documents. All documents, including any intellectual property rights thereto,prepared and submitted to the Town pursuant to this Agreement shall be the property of the Town. 6. Inspection;Acceptance. All Program Activities work shall be subject to inspection and acceptance by the Town at reasonable times during the Recipient's performance. 7. Licenses; Materials. Recipient shall maintain in current status all federal, state and local licenses and permits required for the operation of the organization conducted by the Recipient. The Town has no obligation to provide Recipient, its employees or contractors any business registrations or licenses required to perform the specific services set forth in this Agreement. The Town has no obligation to provide tools, equipment or material to Recipient. 8. Performance Warranty. Recipient warrants that the Program Activities undertaken will conform to the requirements of this Agreement, be completed in a timely manner and with the care and skill ordinarily used by members of the same profession practicing under similar circumstances at the same time and in the same locality. 9. Indemnification. To the fullest extent permitted by law,the Recipient shall indemnify, defend and hold harmless the Town and each council member,officer, employee or agent thereof(the Town and any such person being herein called an"Indemnified Party"), for, from and against any and all losses, claims, damages, liabilities,costs and expenses(including,but not limited to, reasonable attorneys' fees, court costs and the costs of appellate proceedings)to which any such Indemnified Party may become subject, under any theory of liability whatsoever("Claims"), insofar as such Claims(or actions in respect thereof)relate to,arise out of, or are caused by or based upon the negligent acts, intentional misconduct, errors, mistakes or omissions, breach of contract, in connection with the work or services of the Recipient, its officers, employees, agents, or any tier of contractor in the performance of this Agreement. 10. Termination; Cancellation. 10.1 For Town's Convenience. This Agreement is for the convenience and public benefit of the Town and,as such,may be terminated without cause after receipt by the Recipient of written notice by the Town. Upon termination for convenience, Recipient shall return all unspent funds related to work not performed prior to the termination date. 10.2 For Cause. If the Recipient fails to perform any obligation pursuant to this Agreement and the Recipient fails to cure its nonperformance within 30 days after notice of nonperformance is given by the Town, such party will be in default. In the event of such default, the Town may terminate this Agreement immediately for cause and will have all remedies that are available to it at law or in equity including,without limitation, repayment of any funds disbursed under this Agreement. In the event of such termination for nonperformance,Recipient shall make repayment of unspent funds to the Town related to work not performed as of the termination date. 10.3 Conflict of Interest. This Agreement is subject to the provisions of ARIZ. REV. STAT. § 38- 511. The Town may cancel this Agreement without penalty or further obligations by the Town or any of its departments or agencies if any person significantly involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of the Town or any of its departments or agencies is, at any time while this Agreement or any extension of this Agreement is in effect, an employee of any other party to this Agreement in any capacity or a Recipient to any other party of this Agreement with respect to the subject matter of this Agreement. 10.4 Gratuities. The Town may, by written notice to the Recipient, cancel this Agreement if it is found by the Town that gratuities, in the form of economic opportunity, future employment, entertainment, gifts or otherwise, were offered or given by the Recipient or any agent or representative of the Recipient to any officer, agent or employee of the Town for the purpose of securing this Agreement. In the event this Agreement is canceled by the Town pursuant to this provision,the Town shall be entitled, in addition to any other rights and remedies,to recover and withhold from the Recipient an amount equal to 150%of the gratuity. 11. Miscellaneous. 11.1 Applicable Law; Venue. This Agreement shall be governed by the laws of the State of Arizona and suit pertaining to this Agreement may be brought only in courts in Maricopa County,Arizona. 11.2 Laws and Regulations. Recipient shall keep fully informed and shall at all times during the performance of its duties under this Agreement ensure that it and any person for whom the Recipient is responsible abides by, and remains in compliance with, all rules,regulations,ordinances, statutes or laws affecting the Services, including, but not limited to,the following: (A)existing and future Town and County ordinances and regulations; (B) existing and future State and Federal laws; and(C) existing and future Occupational Safety and Health Administration standards. 11.3 Amendments. This Agreement may be modified only by a written amendment signed by persons duly authorized to enter into contracts on behalf of the Town and the Recipient. 11.4 Provisions Required by Law. Each and every provision of law and any clause required by law to be in this Agreement will be read and enforced as though it were included herein and, if through mistake or otherwise any such provision is not inserted, or is not correctly inserted,then upon the application of either party,this Agreement will promptly be physically amended to make such insertion or correction. 11.5 Severability. The provisions of this Agreement are severable to the extent that any provision or application held to be invalid by a Court of competent jurisdiction shall not affect any other provision or application of this Agreement which may remain in effect without the invalid provision or application. 11.6 Entire Agreement; Interpretation; Parol Evidence. This Agreement represents the entire agreement of the parties with respect to its subject matter, and all previous agreements,whether oral or written, entered into prior to this Agreement are hereby revoked and superseded by this Agreement.No representations,warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in any other contemporaneous written agreement executed for the purposes of carrying out the provisions of this Agreement. This Agreement shall be construed and interpreted according to its plain meaning,and no presumption shall be deemed to apply in favor of,or against the party drafting this Agreement. The parties acknowledge and agree that each has had the opportunity to seek and utilize legal counsel in the drafting of,review of, and entry into this Agreement. 11.7 Assignment; Delegation. No right or interest in this Agreement shall be assigned or delegated by Recipient without prior,written permission of the Town, signed by the Town Manager. Any attempted assignment or delegation by Recipient in violation of this provision shall be a breach of this Agreement by Recipient. 11.8 Rights and Remedies. No provision in this Agreement shall be construed,expressly or by implication,as waiver by the Town of any existing or future right and/or remedy available by law in the event of any claim of default or breach of this Agreement. The failure of the Town to insist upon the strict performance of any term or condition of this Agreement or to exercise or delay the exercise of any right or remedy provided in this Agreement, or by law, or the Town's acceptance of and payment for services, shall not release the Recipient from any responsibilities or obligations imposed by this Agreement or by law, and shall not be deemed a waiver of any right of the Town to insist upon the strict performance of this Agreement. 11.9 Attorneys' Fees. In the event the Town brings any action for any relief,declaratory or otherwise,arising out of this Agreement or on account of any breach or default hereof,the Town shall be entitled to receive from the Recipient reasonable attorneys' fees and reasonable costs and expenses, determined by the court sitting without a jury,which shall be deemed to have accrued on the commencement of such action and shall be enforced whether or not such action is prosecuted through judgment. 11.10 Liens. All materials or services executed as a part of the Program Activities shall be free of all liens and, if the Town requests,a formal release of all liens shall be delivered to the Town. 11.11 Notices and Requests. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if(A) delivered to the party at the address set forth below, (B)deposited in the U.S.Mail,registered or certified,return receipt requested,to the address set forth below or(C)given to a recognized and reputable overnight delivery service,to the address set forth below: If to the Town: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills,Arizona 85268 Attn: Grady E.Miller,Town Manager With copy to: Pierce Coleman PLLC 16705 East Avenue of the Fountains Fountain Hills,Arizona 85268 Attn: Aaron D.Arnson,Town Attorney If to Recipient: FOUNTAIN HILLS COALITION PO Box 18254 Fountain Hills,Arizona 85269 Attn: Shelly Mowry,Director or at such other address, and to the attention of such other person or officer, as any party may designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed received(A)when delivered to the party, (B)three business days after being placed in the U.S. Mail, properly addressed,with sufficient postage or(C)the following business day after being given to a recognized overnight delivery service,with the person giving the notice paying all required charges and instructing the delivery service to deliver on the following business day. If a copy of a notice is also given to a party's counsel or other recipient,the provisions above governing the date on which a notice is deemed to have been received by a party shall mean and refer to the date on which the party, and not its counsel or other recipient to which a copy of the notice may be sent, is deemed to have received the notice. 11.12 Confidentiality of Records. The Recipient shall establish and maintain procedures and controls that are acceptable to the Town for the purpose of ensuring that information contained in its records or obtained from the Town or from others in carrying out its obligations under this Agreement shall not be used or disclosed by it, its agents, officers,or employees,except as required to perform Recipient's duties under this Agreement. Persons requesting such information should be referred to the Town. Recipient also agrees that any information pertaining to individual persons shall not be divulged other than to employees or officers of Recipient as needed for the performance of duties under this Agreement. 11.13 Records and Audit Rights. To ensure that the Recipient and its contractors are complying with the warranty under subsection 13.17 below, Recipient's and its contractor's books,records, correspondence,accounting procedures and practices,and any other supporting evidence relating to this Agreement, including the papers of any Recipient and its contractors' employees who perform any work or services pursuant to this Agreement(all of the foregoing hereinafter referred to as "Records"), shall be open to inspection and subject to audit and/or reproduction during normal working hours by the Town,to the extent necessary to adequately permit(A)evaluation and verification of any invoices,payments or claims based on Recipient's and its contractors' actual costs (including direct and indirect costs and overhead allocations) incurred,or units expended directly in the performance of work under this Agreement and(B)evaluation of the Recipient's and its contractors' compliance with the Arizona employer sanctions laws referenced in subsection 13.17 below.To the extent necessary for the Town to audit Records as set forth in this subsection, Recipient and its contractors hereby waive any rights to keep such Records confidential. For the purpose of evaluating or verifying such actual or claimed costs or units expended,the Town shall have access to said Records,even if located at its contractors' facilities,from the effective date of this Agreement for the duration of the work and until three years after the date of final payment by the Town to Recipient pursuant to this Agreement. Recipient and its contractors shall provide the Town with adequate and appropriate workspace so that the Town can conduct audits in compliance with the provisions of this subsection. The Town shall give Recipient or its contractors reasonable advance notice of intended audits. Recipient shall require its contractors to comply with the provisions of this subsection by insertion of the requirements hereof in any subcontract pursuant to this Agreement. Furthermore,as a condition of accepting this grant funding,the Recipient agrees to provide the Town with adequate documentation regarding the use of grant funds, including invoices,receipts and proof of payments related to Program Activities at the Town's request, but no later than December 31, 2021. 11.14 Israel. Recipient certifies that it is not currently engaged in,and agrees for the duration of this Agreement that it will not engage in a"boycott,"as that term is defined in ARIZ. REV. STAT. § 35- 393,of Israel. 11.15 Conflicting Terms. In the event of any inconsistency,conflict or ambiguity among the terms of this Agreement,the Proposal, any Town-approved invoices,and the RFP,the documents shall govern in the order listed herein. [SIGNATURES ON FOLLOWING PAGES] IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first set forth above. "Town" TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation 00Alo Grady E. • er, Town Manager ATTEST: E 'zabeth . Burke, Town Jerk APPROVED AS TO FORM: Aaron D. Arnson, Town Attorney (ACKNOWLEDGMENT) STATE OF ARIZONA) ) ss. COUNTY OF MARICOPA) On 3 , 2021,before me personally appeared Grady E. Miller, the Town Manager of the TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation, whose identity was proven to me on the basis of satisfactory evidence to be the person who he claims to be, and acknowledged that he signed the above document, on behalf of the Town of Fountain Hills. rJuz A.t Noma,pubic-alaAo Of Arizona tart'Public MARICOPA COUNTY (Affix nit '`peal Aug"16, [SIGNATURES CONTINUE ON FOLLOWING PAGE] O41AINitt ° l� TOWN OF FOUNTAIN HILLS o Z -- ,a — , 16705 E. Avenue of the Fountains, Fountain Hills, AZ 85268 a■� 480.816.5100 I Fax: 480.837.3145 that is as‘' /s/Aaron D. Arnson 03/22/2021 Approved as to form Date www.fh.az.gov "Recipient" FOUNTAIN HILLS COALITION, a(n)Arizona nonprofit organization � SkbSnrt6 �� n r By: ( �n�4)n - I � � �,1 v P► o�r� C5�,11�) Name: Y Y `l Ciu"I(6' I r l v1 Title: �y,,eLIA-bVj/>kre — v' (ACKNOWLEDGMENT) STATE OF ARIZONA) ) ss. COUNTY OF MARICOPA) On i1'larcA I Q , 202t before me personally appeared (`) 1 C11 frI&(Ail- the �'�(ccu� i� �*�� Arizona nonprofit' of Fountain Hills Coalition,a(n) corporation,whose identity was proven to me on the basis of satisfactory evidence to be the I,v e b ,ea0)�- of the nonprofit organization. �,,,,, Christopher Gentry Notary P c ��,`- Notary Public `; Coconino County,Arizona My Comm.Expires 02-04-2022 (Affix notary s-• - EXHIBIT A— SCOPE OF WORK—Approved Program Activities The Recipient is being provided grant funding for the primary purpose of providing drug prevention educational materials for Fountain Hills Middle School students. Additional funding is provided for printing of other flyers,etc. necessary to support program objectives.