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HomeMy WebLinkAboutG2022-1013 - Grant - Rotary Club of Fountain Hills (revised) - signed Contract No. 2022-1013 GRANT FUNDING AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND ROTARY CLUB OF FOUNTAIN HILLS THIS GRANT FUNDING AGREEMENT (this “Agreement”) is entered into as of May 11th, 2022, between the Town of Fountain Hills, a Arizona municipal corporation (the “Town”) and Rotary Club of Fountain Hills, a(n) Arizona nonprofit corporation (the “Recipient”). RECITALS A. The Recipient is operating an organization in the Town. B. The Town and the Recipient are entering into a Grant Funding Agreement as of May 11, 2022, in which the Town will provide the Recipient with funding to support continued operations as a result of COVID-19. C. The Town has determined that it will receive public benefit, such as tax revenues, contin ued employment of residents, quality of life enhancements, community benefit, occupancy of commercial properties, and/or public health enhancements, by providing this grant funding to the Recipient. D. The Town and the Recipient desire to enter into this Agreement, in which the Town will provide grant funding to the Recipient to assist with recovery from COVID-19 and continued operations. 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, 2022, unless terminated as otherwise provided in this Agreement. 2. Scope of Work. Recipient shall undertake Eligible Expenses, 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 $5,000 to undertake Eligible Expenses that are related to the impacts of COVID-19. 4. Payments. The Town shall provide the Recipient with grant funding in the amount of $5,000 within 30 days after execution of this Agreement. 5. Documents. All documents, including any intellectual property righ ts thereto, prepared and submitted to the Town pursuant to this Agreement shall be the property of the Town. 6. Inspection; Acceptance. All Eligible Expense work shall be subject to inspection and acceptance by the Town at reasonable times during 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 business 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 work 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 prevails on 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 Eligible Business Expenses 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: Rotary Club of Fountain Hills 16837 E Parkview Avenue Fountain Hills, AZ 85269 Attn: Michelle Halcomb 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. 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 Eligible Expenses, as well as information regarding jobs retained/created, increased ability to operate at capacity, corresponding increases in sales/revenues. 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 t he date and year first set forth above. “Town” TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation ____________________________ Grady E. Miller, Town Manager ATTEST: ____________________________ Elizabeth A. Burke, Town Clerk APPROVED AS TO FORM: ____________________________ Aaron D. Arnson, Town Attorney [SIGNATURES CONTINUE ON FOLLOWING PAGE] Elizabeth Klein (May 12, 2022 10:59 PDT) “Recipient” Rotary Club of Fountain Hills a(n)Arizona nonprofit corporation Signature: Print Name: Title: Michelle Holcomb Club President 2021-22 EXHIBIT A – SCOPE OF WORK The Recipient will use grant funding for future program expenses in order to continue operations and fundraising, as described in the application.