FY27 WTMC Annual MOU FINAL Signed.pdf
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1 MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF BUCKEYE AND WHITE TANK MOUNTAINS CONSERVANCY This Memorandum of Understanding (“MOU”) between the City of Buckeye, Arizona, an Arizona municipal corporation (“City”), and the White Tank Mountains Conservancy, an Arizona non-profit corporation (“WTMC”), is effective the 1st day of July, 2026 (“Effective Date”). The City and WTMC may each be referred to herein as a “Party,” and collectively as the “Parties.” RECITALS WHEREAS the City, through its Community Services Department, provides responsible stewardship, quality parks, trails, outdoor education programs, services, and recreational opportunities to the public at Skyline Regional Park; and WHEREAS Skyline Regional Park and the White Tank Mountains comprise a significant portion of the City’s municipal planning area; and WHEREAS the WTMC is a conservation organization working to provide stewardship in the form of advocacy, coordination, education, and leadership for volunteers to protect and conserve the varied natural, cultural, and recreational resources in and around Skyline Regional Park and the White Tank Mountains; and WHEREAS the City and WTMC agree that it is mutually beneficial to build a relationship in which the Parties work together to accomplish common goals and objectives for the long-term protection and preservation of the White Tank Mountains’ natural and cultural resources while partnering to create opportunities to educate and promote to the public the recreation and ecological services in and around the White Tank Mountains and to further establish collaborations with land-use-decision makers to maintain the regional wildlife corridors; and WHEREAS WTMC is qualified to provide certain services to further these goals and objectives; and WHEREAS the Parties previously entered into a Memorandum of Understanding dated October 5, 2021, relating to conservancy, education, advocacy, and stewardship services for the White Tank Mountain range and Skyline Regional Park, which was subsequently renewed and amended by the Parties by and through the First and Second Renewals of the Memorandum of Understanding; and WHEREAS the renewal term will expire by its terms on June 30, 2026; and WHEREAS the Parties desire to enter into this MOU to set forth the respective duties and obligations of the Parties. 2 AGREEMENT NOW, THEREFORE, the Parties agree as follows: 1.0 RECITALS. The recitals set forth above are incorporated in this MOU as if fully set forth herein. 2.0 TERM. This second renewal of MOU shall be effective from July 1, 2026, and remain in full force and effect through June 30, 2027, unless terminated as otherwise provided herein. 3.0 SCOPE OF SERVICES. 3.1 WTMC shall provide the following services to the City each fiscal year of the Term (the “Services”): 3.1.1 Research and Education. Maintain and update the Story Map as necessary, which highlights the resources in the White Tank Mountains, including the City’s Skyline Regional Park, and promote the Story Map to the public. Assist City staff with wildlife corridor research, mapping and analysis. 3.1.2 Advocacy. In coordination with the City, provide general advocacy for Skyline Regional Park and the park's events, programs, and activities. WTMC shall actively assess conservation challenges and opportunities affected by local, state, and national policy while advocating for the continued protection and enhancement of natural, cultural, and recreational resources. 3.1.3 Stewardship and Volunteerism. Provide a minimum of 600 hours of stewardship and volunteerism in Skyline Regional Park each Term. WTMC is responsible for selection of suitable volunteers. The WTMC shall perform background check volunteers on an annual basis. 3.1.3.1 WTMC stewards shall provide volunteer support to monitor trails, alert the City of maintenance needs, and pick up trash along the Skyline Regional Park’s trails. W T M C and its volunteers are not to maintain trails in Skyline Regional Park. 3.1.3.2 WTMC stewards shall provide volunteer support for Skyline Regional Park programs and events, such as Youth to Mountains (including, but not limited to, providing volunteer support for a minimum of two (2) school field trip programs each Term), stargazing programs, interpretive hikes, and other events, programs and activities held in the park. 3 3.1.3.3 WTMC stewards shall provide volunteer support through the Desert Defenders program to map and monitor invasive species in Skyline Regional Park. WTMC volunteers may remove invasive plants in Skyline Regional Park in coordination with the City of Buckeye. 3.1.4 Reporting. Prior to April 30 of each Term, the WTMC shall provide to the City’s designated contact person a comprehensive annual report that includes information, status, and updates on the WTMC’s performance of the Services. 3.1.5 Marketing. The WTMC will promote, and market City programs, activities, and events held in Skyline Regional Park. 3.2 Alterations or Additions to the Scope of Services. The total Scope of Services to be performed under this MOU is set forth herein; however, from time to time, the City and WTMC may agree that other services not contemplated herein are needed to accomplish the Parties’ shared goals and objectives regarding the White Tank Mountains and Skyline Regional Park (“Additional Services”). Either Party may submit a written request to the other for Additional Services. Additional Services must be submitted to and reviewed by the City for approval and attached to this MOU as Appendix A. WTMC shall not be obligated to perform any Additional Services for the City without written authorization from the City detailing the services to be performed and the compensation, if any, to be paid by the City to WTMC for such Additional Services. For purposes of the provisions in this MOU regarding expenses, fees, and termination, the term “Services” includes Additional Services. 4.0 COMPENSATION. 4.1 The City has appropriated $20,000 to be paid to WTMC as compensation for the Services to be performed by WTMC during the Initial Term. The City shall pay the $20,000 in one payment to WTMC. WTMC agrees to invoice the City for the total compensation upon executing this MOU, and the City agrees to pay upon receiving the invoice, but in any event no earlier than July 1, 2026. 4.2 Subject to budget availability and appropriation of funds, compensation for each Renewal Term, if any, shall be in such amount as may be determined pursuant to submission by WTMC of an annual budget request and prior approval by the City Council. WTMC shall submit its annual budget request no later than January 1st of the then-current term, provided that the City Council may approve, reject, or modify any annual budget request in its sole and absolute discretion. 4.3 WTMC agrees to invoice the City for the Services for Renewal Term(s), if any, upon renewal of this MOU. The City shall pay WTMC upon receiving the invoice following the execution of the renewal of this MOU, but in no event earlier than the start of the applicable fiscal year for the Renewal Term. 5.0 GENERAL TERMS AND CONDITIONS. 5.1 WTMC Representations and Responsibilities. WTMC makes the following representations to the City: 4 5.1.1 WTMC represents that it has been granted tax-exempt organization status under § 50l(c)(3) of the Internal Revenue Code (“IRC”) and is incorporated under the laws of the state of Arizona through its Corporation Commission as a non-profit corporation. WTMC will provide the City with a copy of the Internal Revenue Service determination letter granting WTMC its § 501(c)(3) status. 5.1.2 WTMC shall maintain its status as an IRS § 50l(c)(3) not-for-profit entity and remain in good standing with the Corporation Commission. 5.1.3 Throughout the Term of this MOU, WTMC shall serve as its own fiscal agent, purchasing agent, and personnel agent. 5.1.4 By executing this MOU, WTMC certifies and attests to the City that the WTMC governing board is constituted in compliance with its approved bylaws and that it actively fulfills its responsibilities for policy direction, including regularly scheduled meetings for which WTMC keeps minutes. 5.1.5 WTMC shall have full power and authority to do all acts necessary or desirable for the proper management of WTMC, including the authority to sign contracts and other business agreements in its own name, unless such acts are specifically restricted or prohibited by this MOU or applicable law. 5.1.6 WTMC shall be responsible for payment of all expenses and fees incurred in the operation and management of WTMC, including expenses and fees incurred in performing the Services under this MOU, except as set forth herein, and shall indemnify the City from any claim, charge, assessment, debt, or default relating to such expenses at all times during the period of this MOU. 5.1.7 WTMC shall develop a three-year strategic plan approved by the WTMC board. WTMC may solicit, in accordance with the plan, private, corporate, and foundation funding and in-kind gifts, grants, and donations to support WTMC in its efforts to become a self-sustaining organization. All revenues, donations, and funds raised by WTMC shall be the property of WTMC and shall be used by WTMC for operating and capital expenses of WTMC and as otherwise approved by the WTMC Board. 5.1.8 WTMC agrees to attend City Council meetings and other City meetings, as necessary, with advance notice. 5.2 City Representations and Responsibilities. The City makes the following representations to WTMC: 5.2.1 Coordination. The City will coordinate with WTMC and other collaborating organizations on items, including but not limited to stewardship, advocacy, research, education, and planning. The City will designate a City employee to serve as a contact person between the City and WTMC. The City reserves the right to change that designation from time to time with written notice to WTMC. The City designated contact person shall meet at least semi-annually with the Board of WTMC to 5 review projects and plans contemplated by this MOU. 5.2.2 Booth Space. Subject to availability, the City will provide booth space at no cost to the WTMC at City-sponsored special events and Skyline Regional Park events, programs, and activities. Booth space must be reserved in advance by completing the appropriate booth space/vendor application form. 5.2.3 Meeting Space. The City will permit WTMC to use its meeting spaces and conference rooms at no cost during normal business hours if available and not reserved by the City or another organization. WTMC shall request dates and times to the CITY two weeks before the meeting date to reserve a conference room. 5.2.4 Promotion. The City will market and advertise WTMC programs and activities concerning Skyline Regional Park through its various social media channels. 5.3 Termination of MOU. The City has the right to terminate this MOU or abandon any portion regarding any service or representation that WTMC has not performed. 5.3.1 Termination for Convenience. Either Party may terminate this MOU for convenience by providing the other Party with thirty (30) days written notice pursuant to Section 5.16. 5.3.2 Termination for Cause. The City may terminate this MOU or any part hereof for cause in the event of any default or failure to comply with any material term and condition of this MOU by WTMC, by providing WTMC with seven (7) day written notice of termination pursuant to Section 5.16. By way of example and not limitation, unsatisfactory performance as determined by the City and/or failure to provide the City, upon written request, with adequate assurances of future performance are examples of cause allowing the City to terminate the MOU pursuant to this Section. In the event of termination for cause, the City shall not be liable to WTMC for any amount after the issuance of written notice, and WTMC shall be liable to the City for any and all damages sustained by the City by reason of the default that gave rise to the termination. In addition, if WTMC violates any Federal, State, County, or City law, regulation, or ordinance, the City may terminate this MOU immediately upon giving written notice to WTMC. 5.3.3 Compensation Due Upon Termination. If the City terminates this MOU or any part of the Services provided herein, the City shall notify WTMC in writing (“Written Termination”), and immediately upon receiving such Written Termination, WTMC shall discontinue advancing the Services under this MOU. As compensation in full for Services performed prior to the date of such Written Termination, WTMC shall be paid for the percentage of Services actually completed in a manner satisfactory to the City. The amount to be paid shall be mutually agreed upon by WTMC and 6 the City, based on the agreed Scope of Services and the actual direct costs incurred by WTMC to the date of such Written Termination. The City shall make this final payment within sixty (60) days after the Parties have agreed on the amount to be paid. WTMC shall not be paid for any work done after receipt of Written Termination or for any costs incurred by WTMC’s suppliers or subcontractors, which WTMC could reasonably have avoided. 5.3.4 Setoff. If, through any cause, WTMC fails to fulfill in a timely and proper manner its obligations under this MOU, or if WTMC shall violate any of the covenants, agreements, or stipulations of this MOU, the City may withhold any payments to WTMC for setoff until the exact amount of damages due to City from WTMC is determined. 5.4 AUDIT. The City may audit all of WTMC’s records, calculations, and working documents pertaining to the subject matter of this MOU at a mutually agreeable time and place. WTMC’s records shall be open to inspection and subject to audit and/or reproduction by the City’s authorized representative to the extent necessary to permit evaluation and verification of the cost of the work and any invoices, change orders, payments, or claims submitted by WTMC or any of its payees pursuant to the execution of this MOU. The City’s authorized representative shall be afforded access, at reasonable times and places, to all of WTMC’s records and personnel pursuant to the provisions of this section throughout the Initial Term and any Renewal Terms of this MOU and for three years after the last or final payment. WTMC’s records shall include current, accurate financial statements (hard copy, as well as computer-readable data) and any other supporting evidence deemed necessary by the City to verify that the funds provided under this MOU are expended in accordance with this MOU and that WTMC remains financially solvent. 5.4.1 WTMC shall require all subcontractors to comply with the provisions of this section' by inserting the requirements in a written agreement between WTMC and the payee. 5.4.2 If an audit in accordance with this section discloses overcharges of any nature by WTMC to the City in excess of five percent (5%) of the total billings for direct costs, WTMC shall reimburse the City for the actual cost of the City’s audit and the overcharges. Any adjustments or payments required as a result of any such audit or inspection of WTMC’s invoices and/or records shall be made promptly, not to exceed thirty (30) days from the City’s presentation of the findings to WTMC. 5.5 REPORTING. Within thirty (30) days of completing the Initial Term and any Renewal Terms, WTMC shall submit to the City an accurate financial report setting forth how the funds received from the City were expended. 5.6 SUCCESSORS AND ASSIGNS. This MOU shall extend to and be binding upon WTMC, its successors, and assigns, including any individual, company, partnership, or other entity with or into which WTMC shall merge, consolidate, or be liquidated, or any person, corporation, partnership, or other entity to which 7 WTMC shall sell its assets. 5.7 ASSIGNMENT. Services covered by this MOU shall not be assigned or subcontracted in whole or in part without the prior written consent of the City. 5.8 SUBCONTRACTORS. During the performance of this MOU, WTMC may engage such subcontractors, as approved by the City, as may be required for the timely completion of this MOU. In the event of subcontracting, the sole responsibility for fulfillment of all terms and conditions of this MOU remains with WTMC. 5.9 MODIFICATIONS. Any amendment, modification, or variation from the terms of this MOU shall be signed in writing and shall be effective only after approval by the governing bodies of the Parties. 5.10 CONFLICTS OF INTEREST. This MOU is subject to cancellation under A.R.S. § 38-511. 5.11 FORCE MAJEURE. Neither party shall be responsible for delays or failures in performance resulting from acts beyond their control. Such force majeure events include but are not limited to, acts of God, riots, civil disturbance, acts of war, epidemics, pandemics, governmental regulations imposed after an event of Force Majeure, fire, or earthquakes. 5.12 TAXES. The compensation to be paid under this MOU includes any and all taxes applicable to the activities hereunder. The City shall have no obligation to pay additional amounts for taxes of any type. 5.13 COUNTERPARTS. This MOU may be executed in one or more counterparts, and each executed duplicate counterpart of this MOU shall be deemed to possess the full force and effect of the original. 5.14 ENTIRE AGREEMENT. This MOU constitutes the Parties’ entire understanding, and no representations or agreements, oral or written, made prior to its execution shall vary or modify the terms herein. 5.15 APPLICABLE LAW; VENUE. In the performance of this MOU, WTMC shall abide by and conform to any and all laws of the United States, the State of Arizona, and the City, including but not limited to federal and state executive orders providing for equal employment and procurement opportunities, the Federal Occupational Safety and Health Act and any other federal or state laws applicable to this MOU. This MOU shall be governed by the laws of the State of Arizona, and suit pertaining to this Agreement may be brought only in the courts of the State of Arizona. 5.16 NOTICES. Any notice or other communication required or permitted to be given under this MOU shall be in writing. Routine communications related to the administration of this MOU may be provided by electronic mail (“email”). Formal notices relating to termination, default, breach, amendment, indemnification, or other legal matters arising under this MOU shall be deemed 8 given when personally delivered or two (2) days after mailing by certified mail, return receipt requested and postage prepaid, to the addresses set forth below: On behalf of WTMC: White Tank Mountains Conservancy 508 Monroe Avenue Buckeye, Arizona 85326 Attention: Sharma Torrens, Executive Director Phone: (602) 540-5331 Email: storrens@wtmconservancy.org On behalf of the City: City of Buckeye 530 East Monroe Avenue Buckeye, Arizona 85326 Attention: Doug Sandstrom, City Manager Email: dsandstrom@buckeyeaz.gov With a copy to: City of Buckeye 530 East Monroe Avenue Buckeye, Arizona 85326 Attention: Tosca Henry, City Attorney Email: thenry@buckeyeaz.gov 5.17 INDEPENDENT CONTRACTOR. The services WTMC provides to the City under the terms of this MOU are those of an independent contractor, not an employee or agent of the City. If required, the City will report the value paid for these Services each year to the Internal Revenue Service using Form 1099. The City shall not withhold income tax as a deduction from payments made under this MOU, provided WTMC provides the necessary Form W-9. 5.18 INDEMNIFICATION. To the fullest extent permitted by law, WTMC, its successors, assigns, and guarantors shall indemnify and hold harmless the City, its agents, representatives, officers, directors, officials, and employees for, from, and against all damages, losses, and expenses including, but not limited to, attorney fees, court costs, and the cost of appellate proceedings, to the extent caused by or resulting from any negligent act or omission of WTMC in work or services performed under this MOU including, but not limited to, the negligent acts or omissions of any subcontractor, volunteer or anyone directly or indirectly employed by any subcontractor for whose acts WTMC may be liable including any injury or damages claimed by any of WTMC’s and subcontractor’s employees or volunteers. Any settlement of claims shall fully release and discharge the indemnified parties from any further liability for those claims. The release and discharge shall be in writing and shall be subject to approval by the City, which approval shall not be unreasonably withheld or delayed. It is agreed that WTMC’s indemnity obligations under this MOU are triggered only if WTMC has notice of the allegations, demands, proceedings, suits, actions, claims, damages, losses, or expenses contemplated above. Insurance provisions set forth in this MOU are separate and independent from the indemnity provisions of this section and shall not be construed in any way to limit the scope and magnitude of the indemnity provisions. The indemnity provisions of this section shall not be 9 construed in any way to limit the scope, magnitude, and applicability of the insurance provisions. 5.19 REQUIRED INSURANCE COVERAGE. 5.19.1 Commercial General Liability. WTMC shall maintain “occurrence” from Commercial General Liability insurance with an unimpaired limit of not less than $1,000,000 for each occurrence, $2,000,000 for Products and Completed Operations Annual Aggregate, and a $2,000,000 General Aggregate Limit. The policy shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury, and advertising injury. To the fullest extent allowed by law, for claims arising out of the performance of this MOU, the City, its agents, representatives, officers, officials, and employees shall be named as an Additional Insured. 5.19.2 Directors & Officers Liability/Company Reimbursement. If determined to be necessary by the City, WTMC shall maintain Directors and Officers Liability insurance (if WTMC does not indemnify directors and officers) or Company Reimbursement insurance (if WTMC indemnifies directors and officers) with a limit of not less than $1,000,000 each occurrence. 5.19.3 Vehicle Liability. When applicable, WTMC shall maintain Business Automobile Liability insurance with a limit of not less than $1,000,000 for each occurrence on WTMC’s owned, hired, and non-owned vehicles assigned to or used in the performance of WTMC’s work or Services under this MOU. To the fullest extent allowed by law, for claims arising out of the performance of this MOU, the City, its agents, representatives, officers, directors, officials, and employees shall be named as an Additional Insured. 5.19.4 Workers’ Compensation Insurance. When applicable, WTMC shall maintain Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction over WTMC’s employees engaged in the performance of work or Services under this MOU and shall also maintain employer liability Insurance of not less than $500,000 for each accident, $500,000 for each employee, and a $1,000,000 disease policy limit. 5.19.5 Cancellation and Expiration Notice. Insurance required herein shall not expire, be canceled, or materially changed without 30 days’ prior written notice to the City. 5.20 E-VERIFY REQUIREMENTS. To the extent applicable under A.R.S. § 41- 4401, WTMC warrants compliance, on behalf of itself and any and all subcontractors, with all federal immigration laws and regulations that relate to their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). WTMC’s breach of the warranty mentioned above shall be deemed a material breach of this MOU, and the City may terminate the MOU. The City 11 APPENDIX A TO MEMORANDUM OF UNDERSTANDING BETWEEN CITY OF BUCKEYE AND WHITE TANK MOUNTAINS CONSERVANCY (Additional Services)