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HomeMy WebLinkAboutResolution 2009-172 support for the marana visitors center at the chamber of commerceMARANA RESOLUTION N0.2009-172 RELATING TO COMMUNITY DEVELOPMENT; AUTHORIZING AN AGREEMENT BETWEEN THE MARANA CHAMBER OF COMMERCE, INC. AN ARIZONA 501(C)(6) NON-PROFIT ORGANIZATION TO SUPPORT THE MARANA VISITOR CENTER AND ECONOMIC DEVELOPMENT ACTIVITIES PERFORMED ON BEHALF OF THE TOWN OF MARANA WHEREAS, the Town of Marana has established a need for economic development activities to ensure a balance sustainable community; and WHEREAS, the Marana Chamber of Commerce operates a Visitors Center providing information about the Town's attractions and business services; and WHEREAS, the Marana Chamber of Commerce support economic development by organizing special events, providing outreach; and encouraging volunteerism; and WHEREAS, the Town of Marana recognizes the Marana Chamber of Commerce as a link to the community that provides support for business retention, recruitment, and new enterprises development activities. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, the Mayor is authorized to execute an agreement with the Marana Chamber of Commerce for Fiscal Year 2010. PASSED and ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 6a' day of October, 2009. Mayor Ed Honea ATTEST: elyn C ronson, Town Clerk APPROVED AS TO FORM: p ~`,,,. sr'` FraCnk Cassi~'y, Town Attorn ~' ~ ~ ,O FUNDING AGREEMENT MARANA CHAMBER OF COMMERCE, INC. THIS FUNDING AGREEMENT ("Agreement") is entered into by and between the TowN OF MARANA, an Arizona municipal corporation ("Town") and the Marana Cham- ber of Commerce, Inc., an Arizona 501 (c) 6 non-profit corporation ("Agency"). The Town and the Agency are sometimes referred to collectively as the "Parties," either of which is sometimes individually referred to as a "Party." RECITALS A. The Town has established a need for economic development activities to en- sure abalance sustainable community. The Agency operates a Visitors Center that provides information about the Town's attractions and business services benefitting the Town and its residents by pro- moting awareness and appreciation of diverse traditional and cultural arts in the Marana area. B. The Town has determined that the general welfare of the citizens of Marana will be substantially advanced by authorizing the funding under the terms and conditions and for the purposes as set forth in this Agreement. C. The Parties acknowledge that tracking Town payments and Agency outputs and outcomes resulting from the Town funding is prudent practice to assure that public funds are appropriately used and that the public receives the anticipated benefits of the funding. AGREEMENT Now, THEREFORE, based on the foregoing recitals, which are incorporated here by reference, the Parties agree as follows: 1. Funding. The Town hereby commits $40,000 of funding from the Town's Fis- cal year 2009-10 budget to the Agency to fund general assistance for the Chamber of '~~-~nmerce Visitor Center. 2. Outputs. Between July 1, 2009 and June 30, 2010, the Agency hereby agrees to side the following outputs with the Town general assistance funding provided under agreement: 2.1. The Chamber website will receive 3,300 hits during the fiscal year. 2.2. The Chamber will link 2,300 visitors annually to community partners providing statistics on economics and tourism. 2.3. The Chamber will hold monthly luncheons with 900 members in at- tendance annually. is Chamber of Commercel Conriact Documents 2010 - 1 - 2.4. The Chamber will hold monthly breakfasts with 900 members in at- tendance annually. 2.5. The Chamber will hold monthly LED meetings. 2.6. The Chamber will operate the Marana Visitor's Center during estab- lish business hours 8:30 am - 4:30 pm observing regular holidays. 2.6. The Chamber will distribute 7000 street maps of Marana to area mer- chants, visitor centers, and attractions. 3. Outcomes. Between July 1, 2009 and June 30, 2010, the Agency hereby agrees to provide outcomes from their annual survey under the guidelines listed below measur- ing the effectiveness of output activities provided under Town general assistance funding under this agreement: 3.1. The Chamber will survey its full membership. 3.2. The Chamber will develop survey questions and methodology in col- laboration with Town Economic Development staff. 4. Payment Request. Not more than once a month, the Agency shall complete and submit a payment request form to the Town in the form attached as Exhibit A. 5. Quarterly Report. Within 15 days after the end of each calendar quarter for which the Agency receives funding under this Agreement or before receiving. its next quarterly payment, whichever occurs first, the Agency shall complete and submit a quar- terly report to the Town in substantially the form attached as Exhibit B, showing the Agency's progress toward the outputs and/or outcomes set forth in paragraph 2 above. 6. Required Insurance. Before receiving any payment under this Agreement, the Agency shall provide insurance certifications evidencing the following coverages for at least the term of this Agreement: 6.1. $1,000,000 per occurrence general liability coverage with the Town listed as additional insured. 6.2. $1,000,000 per occurrence automobile liability coverage with the Town listed as additional insured (if the Agency has vehicles). 6.3. $1,000,000 per occurrence directors and officers coverage with the Town listed as additional insured. 6.4. State of Arizona minimum workers' compensation coverage (if the Agency has paid staff). 7. Corporate Documents. Before receiving initial payment under this Agreement, the Agency shall ensure that copies of the following Agency documentation, including any and all amendments are on file with the Town: 7.1. Articles of incorporation. 7.2. Current bylaws. 7.3. List of current members of the Board of Directors. 7.4. Current fiscal year's budget approved by the Board of Directors. Marana Chamber of Commercel Contract Documents 2010 - 2 - 8. Amendments to Insurance and Documentation. True and accurate copies of any amendments during the term of this Agreement to coverages or terms of insurance re- quired by paragraph 6 above or to the Agency's corporate documentation listed in para- graph 7 above shall be provided to the Town as soon as practicable after approval, but in any event not later than one calendar week after they become effective. Amendments that reduce the insurance coverages below the minimums set forth in paragraph 6 above or that in the Town's reasonable opinion materially affect the Agency's ability to deliver the outputs and/or outcomes set forth in paragraph 2 above constitute default for which the Town may withhold payment until the Agency restores the minimum insurance cover- ages or restores the Agency's ability to deliver the outputs and/or outcomes. 9. Default and Dispute Resolution. If either Party defaults (the "Defaulting Party") with respect to any of that Party's obligations under this Agreement, the other Party (the "Non-Defaulting Party") shall be entitled to give written notice in the manner prescribed in paragraph 10 to the Defaulting Party, stating the nature of the default claimed and demanding that the default be corrected. The Defaulting Party shall then have twenty days from the date of the notice within which to cure the default. If any de- fault is not cured within twenty days, then the Non-Defaulting Party shall be the Town, its officers, employees, and agents from and against any and all claims relating to the Agency's activities, including but not limited to those funded in whole or in part by this Agreement. 10. Manner of Servin>?. All notices, filings, consents, approvals and other com- munications provided for in or given in connection with this Agreement shall be validly given, filed, made, transmitted or served if in writing and delivered personally or sent by registered or certified United States mail, postage prepaid, to (or to such other addresses as any Party may from time to time designate in writing and deliver in a like manner): To the Town: TOWN OF MARANA Town Manager l 1555 West Civic Center Drive, Building A3 Marana, Arizona 85653 With a copy to: TOWN OF MARANA Town Attorney 11555 West Civic Center Drive Building A3 Marana, Arizona 85653 To the Agency: Marana Chamber of Commerce, Inc. 13881 North Casa Grande Highway Marana, Arizona 85653 11. Term. The term of this Agreement shall begin on the effective date and, unless sooner terminated by the mutual consent of the Parties, shall automatically terminate and shall thereafter be void for all purposes on July 1, 2010. Marana Chamber of Commercel Contract Documents 2010 - 3 - 12. Waiver. No delay in exercising any right or remedy shall constitute a waiver of that right or remedy, and no waiver by the Town or the Agency of the breach of any term of this Agreement shall be construed as a waiver of any preceding or succeeding breach of the same or any other term of this Agreement. 13. Attorney's Fees. If any Party brings a lawsuit against any other Party to en- force any of the terms of this Agreement, or by reason of any breach or default of this Agreement, the prevailing Party shall be paid all reasonable costs and reasonable attor- neys' fees by the other Party, in an amount determined by the court and not by the jury. Nothing in the use of the word "lawsuit" in the preceding sentence shall constitute a waiver, requiring disputes to be resolved by binding arbitration. 14. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The signature pages from one or more counterparts maybe re- moved from the counterparts and the signature pages all attached to a single instrument so that the signatures of all Parties may be physically attached to a single document. 15. Headings. The descriptive headings of this Agreement are inserted to assist in understanding the meaning and construction of this Agreement. 16. Recitals. The Recitals set forth at the beginning of this Agreement are hereby acknowledged, confirmed to be accurate and incorporated here. 17. Exhibits. Any exhibit attached to this Agreement shall be deemed to have been incorporated in this Agreement by reference with the same force and effect as if fully set forth in the body of this Agreement. 18. Time Essence. Time is of the essence for purposes of this Agreement. 19. No Assi ent. The Agency's obligations under this Agreement may not be assigned without the written consent of the Town Manager or his designee. 20. No Partnership and Third Parties. It is not intended by this Agreement to, and nothing contained in this Agreement shall, create any partnership, joint venture or other arrangement between the Agency and the Town. No term or provision of this Agreement is intended to, or shall be for the benefit of any person, firm, organization or corporation not a party to this Agreement, and no such other person, firm, organization or corporation shall have any right or cause of action under this Agreement. 21. Other Instruments. Each Party shall, promptly upon the request of the other, have acknowledged and delivered to the other any and all further instruments and assur- ances reasonably request or appropriate to evidence or give effect to the provisions of this Agreement. 22. Imposition of Duty by Law. This Agreement does not relieve any Party of any obligation or responsibility imposed upon it bylaw. 23. Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement. All prior and contempora- neous agreements, representation and understanding of the Parties, oral or written, are hereby superseded and merged in this Agreement. Marana Chamber of Commercel Contract Documents 2010 - 4 - 24. Amendments to Agreement. No change or addition shall be made to this Agreement except by a written amendment executed by the Parties. The Parties agree to cooperate and in good faith. pursue any amendments to this Agreement that are reasona- bly necessary to accomplish the goals expressed by this Agreement. 25. Good Standing; AuthoritX. The Agency represents and warrants to the Town that it is duly formed and validly existing under the laws of the State of Arizona. The Town represents and warrants to the Agency that it is an Arizona municipal corporation with authority to enter into this Agreement under applicable state laws. Each Party repre- sents and warrants that the individual executing this Agreement on its behalf is author- ized and empowered to bind the Party on whose behalf each such individual is signing. 26. Severability. If any provision of this Agreement is declared void or unen- forceable, it shall be severed from the remainder of this Agreement, which shall. other- wise remain in full force and effect. 27. Governing Law. This Agreement is entered into in Arizona and shall be con- strued and interpreted under the laws of Arizona, and the Parties agree that any litigation or arbitration shall take place in Pima County, Arizona. Nothing in the use of the word "litigation" in the preceding sentence shall constitute a waiver, requiring disputes to be resolved by binding arbitration. 28. Interpretation. This Agreement has been negotiated by the Town and the Agency, and no Party shall be deemed to have drafted this Agreement for purposes of construing any portion of this Agreement for or against any Party. 29. Force Majeure. If any Party is unable to perform under this Agreement by rea- son of "force majeure," then the failure to perform shall not constitute a default under this Agreement as long as the non-performing Party uses its best effort to remedy with all rea- sonable speed the event or condition causing the non-performance and performance can be restored within a reasonable amount of time. "Force majeure" means any condition or event not reasonably within the control of a Party, including without limitation, "acts of God," strikes, lock-outs, or other disturbances of employer/employee relations; acts of public enemies; orders or restraints of any kind of government of the United States or any state thereof or any of their departments, agencies, or officials; or of any civil or military authority; insurrection; civil disturbances; riots; epidemics; landslides; lightning; earth- quakes; subsidence; fires; hurricanes; storms; droughts; floods; arrests, restraints of gov- ernment and of people; explosions; and partial or entire failure of utilities. 30. Conflict of Interest. This Agreement is subject to A.R.S. § 38-511, which pro- vides for cancellation of contracts by government entities in certain instances involving conflicts of interest. 31. Effective Date; Term. This Agreement is effective on the date of the last Party's signature below and shall automatically terminate and shall thereafter be void for all purposes on July 1, 2010, unless sooner terminated by the mutual consent of the Par- ties. Marana Chamber of Commercel Contract Documents 2010 - 5 - IN WITNESS WHEREOF, the Parties have executed this agreement as of the date set forth below their respective signatures. The Town: THE TOWN OF MARANA, an Arizona municipal corporation ~;r" By: Ed Honea, Mayor Date: ~©- ~' e~ The Agency: Marana Chamber of Commerce, Inc., an Arizona /501 (c 6 non-profit corporation By: ~~f Printed: ~~ ~ L V~ ~~~erL Its: - ~ S r ~`0 Date: / O ~ ~ ~ ®o q ATTEST: J c yn C. Br son, Town Clerk AP,PRQVEDI AS TO FORM: Cedric Hay, ~ or sistant Town Attorney EXHIBITS A. Payment request form B. Quarterly report form C. Required documents form Marana Chamber of Coimnercel Contract Documents 2010 - 6 - I /mo ~ ~ ~ I MARANA TOWN OF MARANA EXHIBIT A -PAYMENT RE6ZUEST FORM (FY 2009-10) Agency/Contractor: Marana Chamber of Commerce Inc Project Name: Services Support Funding Prepared by: ivame: Title: Authorized by: Authorized Signer Date: Period Reimbursement Requested For: Payment Number: Line Item Line Item Description Expenditures This Period: S + / -Adjustments (Program Income/Other): S Net Request This Period: $ Approved Expenditures Expenditures Budget (A) This Period (B) Prior Periods (C) Balance (D) 1. Services Support $ 40,000.00 $ -0- $ -0- $ 40,000.00 2. 3. 4. 5. TOTAL (must total Town oP Marana award) $ $ $ $ NOTE: For each line item, the figures in Columns (B), (C), and (D) must total the figure in Column (A). MANAGERS APPROVAL: FINANCE APPROVAL: QUARTERLY REPORT RECEIVED: ^ YES DATE: CHECK NUMBER: DATE: All requests for budget changes a.re required to be submitted in writing and approved by Community Services Department. Changes will only be allowed as long as the total dollar amount contracted for remains the same, the costs are eligible and the 20% administrative cap is not exceeded. 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N CJ U; C6.N ~ ~ ~ -co~c~Ca p).O ~ N L1f .C ~°"~ ~i~°~U ~ ~ ~ _ ^~ N ^ O ^ •~ ~ ~ L ~~ U ~ ~ ~ ,, ~ L V ~ ~ O ~ ~ U a Q U ~ ~ U ~ 'O O r • (''J _ ~" a E ~ ~ ~ . ~- ~ ~ ~ ~ l- ~ ~ F- ~ o ~ ~ D . ~ ~ c Q ~ ~ ~ ~ C ccs ~ c~5 (~ L ~ ~ ~ ai~~ ~ ~ ~~ ~ Utn ~~ c p ~'c~a ~ o o~ ~ U ii ii Z d ~-. i ~ ~ O fC Q +.' ~ RS ~ , Q..~ C6 O j{f U ~ N = G ~ tC lC o O~~ Q^ oc~ ~o~ o~~•>>-o ~ o ~~~ ~ ~o ~ a ^ ^ ^ /` _; ~~ MARANA AGENCY: Marana Chamber of Commerce, Inc. ~ , ~ PROJECT: Service Support Funding ~~ EXHIBIT C: RE6ZUIRED DOCUMENTATION Outside agencies receiving funding from the Town of Marana are to provide corporate documents and insurance certifications to the Town on an annual basis. ...~ .. • ., ~~ General Liability with Town Additionalty-insured Minimum $1,000,000 Automobile Liability with Town Additionally-insured Minimum $1,000,000 Directors and Officers Minimum'$1,000,000 Workers Compensation ~~ ••'•~ ~ ~• Article of corporation Received 07/2007 CurrentlUpdclted'Bylaws Received 07/2007 Board Approved Budget (Current F1~ Board of Directors list (inclucling,vffiiiation) IRS Designation Letter Received 07/2007 The Town of Maran as documentation that the above coverages are in effect. ~,~.~ ... Signed ~ ~ 4~ Chamber of Commerce representative Date Signed: ~ to ~ ~~ Town of Marana Managers O ice Date FAILURE TO SUBMIT THESE DOCUMENTS MAY DELAY THE PROCESSING OF PAYMENT REQUESTS.