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HomeMy WebLinkAboutResolution 2010-063 funding agreement with the marana chamber of commerce visitors centerMARANA RESOLUTION N0.2010-63 RELATING TO ECONOMIC DEVELOPMENT; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE A FUNDING AGREEMENT WITH THE MARANA CHAMBER OF COMMERCE, INC., TO SUPPORT THE MARANA VISITOR CENTER AND ECONOMIC DEVELOPMENT ACTIVITIES ON BEHALF OF THE TOWN OF MARANA WHEREAS the Town of Marana has established the need for economic development activities to ensure a sustainable community; and WHEREAS the Marana Strategic Plan identifies continued partnership with and support of the Marana Chamber of Commerce as an action strategy; and WHEREAS the Marana Chamber of Commerce operates a Visitor Center and other services for the community that provide information about Marana attractions and business services benefitting the Town and its residents; and WHEREAS the Town Council finds that adoption of a funding agreement with the Marana Chamber of Commerce as set forth in this resolution is in the best interests of the Town and its residents. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, that the Mayor is authorized and directed to execute a funding agreement with the Marana Chamber of Commerce, Inc., for fiscal year 2010-2011. PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, this 20th day of July, 2010. Mayor' d Honea ATTEST: Jo elyn C onson, Town Clerk PPROVED AS TO FORM: ~. rank : ssidy, Tow Attorney 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) nonprofit corporation ("Chamber"). 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. Town has established a need for economic development activities to ensure a sustainable community. B. Chamber operates a Visitor Center and other services for the business commu- nity that provide information about Town's attractions and business services benefitting the Town and its residents. C. 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. D. The Parties acknowledge that tracking Town payments and Chamber outputs and outcomes resulting from 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: Section 1. Funding. Town hereby commits $30,000 of funding from Town's Fis- cal Year 2010-2011 budget to Chamber to fund general assistance for Chamber activities. Section 2. Outputs. Between July 1, 2010 and June 30, 2011, Chamber hereby agrees to provide the following outputs with Town general assistance funding provided under this agreement: 2.1. Chamber will operate the Marana Visitor Center during established busi- ness hours of 8:30 AM - 4:30 PM, Monday through Friday and observing regular holidays, and comply with all regulations established by the Arizona Office of Tourism for the operation of Local Visitor Information Centers. 2.2. Chamber will provide ten opportunities for representatives of Town to address the Marana business community. These opportunities may be as part of another event organized by Chamber, including Chamber networking breakfasts, Chamber contract FY 10-ll.DOC - 1 - monthly lunches, legislative and economic development briefings; or other similar events. 2.3. Chamber will produce and distribute a map of Marana streets and incor- porated boundaries and a membership directory. Town may request from Cham- ber amaximum of 2,500 maps and 3,000 directories for its own distribution. 2.4. Chamber will assign a representative to serve as an ex-officio member of Town's Business and Economic Development Advisory Commission. 2.5. Chamber will organize and execute the "Business for aDay/Principal for a Day" program to promote better communication between the business and edu- cation sectors and shall participate in any workforce development initiatives or- ganized and implemented by Town. 2.6. Chamber will provide to all new Marana businesses a "welcome packet" containing information on Marana and local business resources. Town will pro- vide Chamber with a monthly list of new business licenses issued in Marana. 2.7. Chamber will organize and execute the "State of the Town" event to pro- vide Town officials the opportunity to address the community on current affairs. 2.8. Chamber will collaborate with Town on questions and methodology used in the annual survey conducted by Chamber in conjunction with Western Associa- tion of Chamber Executives. Section 3. Payments. Town shall pay Chamber in three installments of $10,000 each, once per quarter excepting the fourth quarter of Town's fiscal year, upon receipt of Payment Request Form attached as Exhibit A. Section 4. Reporting. Within 30 days following the end of Town's fiscal year on June 30, 2011, Chamber shall submit to Town a written annual report demonstrating Chamber's compliance with each of the outputs listed in Section 2 of this Agreement. Town may additionally request a written or oral report from Chamber at any time demon- strating Chamber's progress in complying with each of the outputs listed in Section 2 of this Agreement. Section 5. Required Insurance. Before receiving any payment under this Agree- ment, Chamber shall provide insurance certifications evidencing the following coverages for at least the term of this Agreement: 5.1. $1,000,000 per occurrence general liability coverage with Town listed as additional insured. 5.2. $1,000,000 per occurrence automobile liability coverage with Town listed as additional insured (if the Chamber has vehicles). 5.3. $1,000,000 -per occurrence directors and officers coverage with Town listed as additional insured. 5.4. State of Arizona minimum workers' compensation coverage (if Chamber has paid staff). Chamber contract FY 10-ll.DOC - 2 - Section 6. Corporate Documents. Before receiving initial payment under this Agreement, Chamber shall ensure that copies of the following Chamber documentation, including any and all amendments are on file with Town: 6.1. Articles of incorporation. 6.2. Current bylaws. 6.3. List of current members of Chamber's Board of Directors. 6.4. Current fiscal year's budget approved by Chamber's Board of Directors. 6.5. Internal Revenue Service designation letter. Section 7. Amendments to Insurance and Documentation. True and accurate cop- ies of any amendments during the term of this Agreement to coverages or terms of insur- ance required by Section 5 above or to Chamber's corporate documentation listed in Section 6 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 Section 5 above or that in the Town's reasonable opinion materially affect the Chamber's ability to deliver the outputs set forth in Section 2 above constitute default for which Town may withhold payment until Chamber restores the minimum. insurance coverages or restores Chamber's ability to deliver the outputs. Section 8. Default and Dispute Resolution. If either Party defaults (the "Default- ing 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 Section 9 below to the Defaulting Party, stating the nature of the default claimed and demanding .that the default be corrected. The Defaulting Party shall then have 20 days from the date of the notice within which to cure the default. If any default is not cured within 20 days, then the Non-Defaulting Party shall be Town, its officers, em- ployees, and agents from and against any and all claims relating to Chamber's activities, including but not limited to those funded in whole or in part by this Agreement. Section 9. Manner of Serving. All notices, filings, consents, approvals and other communications provided for in or given in connection with this Agreement shall be val- idly 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 Town: TOWN OF MARANA Town Manager 11555 West Civic Center Drive, Building A3 Marana, Arizona 85653 Chamber contract FY 10-11.DOC - 3 - With a copy to: TOWN OF MARANA Town Attorney 11555 West Civic Center Drive Building A3 Marana, Arizona 85653 To Chamber: Marana Chamber of Commerce, Inc. 13881 North Casa Grande Highway Marana, Arizona 85653 Section 10. Waiver. No delay in exercising any right or remedy shall constitute a waiver of that right or remedy, and no waiver by Town or Chamber 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. Section 11. Attorney's Fees. If any Party brings a lawsuit against any other Party to enforce 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 at- torneys' 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 resoled by binding arbitration. Section 12. Headings. The descriptive headings of this Agreement are inserted to assist in understanding the meaning and construction of this Agreement. Section 13. Recitals. The Recitals set forth at the beginning of this Agreement are hereby acknowledged, confirmed to be accurate and incorporated here. Section 14. 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. Section 15. Time Essence. Time is of the essence for purposes of this Agreement. Section 16. No Assi n~ent. The Agency's obligations under this Agreement may not be assigned without the written consent of the Town Manager or his designee. Section 17. 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 Town and Chamber. 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. Section 18. 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 assurances reasonably request or appropriate to evidence or give effect to the provisions of this Agreement. Section 19. Imposition of Duty b~. This Agreement does not relieve any Party of any obligation or responsibility imposed upon it by law. Chamber contract FY 10-11.DOC - 4 - Section 20. Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement. All prior and con- temporaneous agreements, representation and understanding of the Parties, oral or writ- ten, are hereby superseded and merged in this Agreement. Section 21. 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 rea- sonably necessary to accomplish the goals expressed by this Agreement. Section 22. Good Standing; AuthoritX. Chamber represents and warrants to Town that it is duly formed and validly existing under the laws of the State of Arizona. 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 represents and warrants that the individual executing this Agreement on its behalf is authorized and empowered to bind the Party on whose behalf each such individual is signing. Section 23. Severability. If any provision of this Agreement is declared void or unenforceable, it shall be severed from the remainder of this Agreement, which shall oth- erwise remain in full force and effect. Section 24. Governing Law. This Agreement is entered into in Arizona and shall be construed and interpreted under the laws of Arizona, and the Parties agree that any litigation or arbitration shall take place in Pima County, Arizona. Section 25. Interpretation. This Agreement has been negotiated by Town and Chamber, 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. Section 26. Force Majeure. If any Party is unable to perform under this Agree- ment by reason of "force majeure," then the failure to perform shall not constitute a de- fault under this Agreement as long as the non-performing Party uses its best effort to remedy with all reasonable 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; land- slides; lightning; earthquakes; subsidence; fires; hurricanes; storms; droughts; floods; ar- rests, restraints of government and of people; explosions; and partial or entire failure of utilities. Section 27. Conflict of Interest. This which provides for cancellation of contracts involving conflicts of interest. Agreement is subject to A.R.S. § 38-511, by government entities in certain instances Section 28. 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, 2011, unless sooner terminated by the mutual consent of the Parties. Chamber contract FY 10-1 I.DOC - 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 c rporation By: Ed Hone ,Mayor Date: ~ °~ `~~ The Agency: Marana Chamber of Commerce, Inc., an Arizona 501 ,J~ on-profit corporation By: ~~ _ Its: _ Date: ATTEST: celyn C ronson, Town Clerk APPRO D AS TO FORM: sidy, To ttomey ExxIBIT A. Payment request form '4 Chamber contract FY 10-1 LDOC - 6 - MARANA Agency/Contractor: TOWN OF MARANA EXHIBIT A -.PAYMENT RE6ZUEST FORM (FY 2010-2011) Project Name: Prepared by: Name: Authorized by: Title: Authorized Signer Period Reimbursement Requested For: Payment Number: Line Item Line Item Description Date: Expenditures This Period: S + / -Adjustments (Program Income/Other): S Net Request This Period: S Approved Expenditures Expenditures Budget (A) This Period (B) Prior Periods (C) Balance (D) l . Services Support $ 40,000.00 $ -0- $ -0- $ 40,000.00 2. 3. 4. 5. TOTAL ~m~~r rorai row, oe nna~o~a aWa~d> $ $ $ $ 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 are 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°,6 administrative cap is not exceeded. Failure to submit timely quarterly pertormance measures reports may delay the processing of payment requests. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)  THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER ú×ÈÔé××ÐÚÛÇÕÔ NAME: ðÍÆÓÈÈèÍÇÙÔ×óÎÙìÔÍ×ÎÓÄ FAX PHONE     (A/C, No): (A/C, No, Ext): ìíúÍÄ E-MAIL ìÔÍ×ÎÓÄûâ  ÚÉ××ÐÚÛÇÕÔüÐÍÆÓÈÈÈÍÇÙÔ×ÙÍÏ ADDRESS: PRODUCER ïûêûî CUSTOMER ID #: INSURER(S) AFFORDING COVERAGENAIC # INSURED ùÓÎÙÓÎÎÛÈÓóÎÉùÍ  INSURER A : ïÛÊÛÎÛùÔÛÏÚ×ÊÍÖùÍÏÏ×ÊÙ× éùíèèéøûð÷óîéçêûîù÷ùíïìûîã INSURER B :  îùÛÉÛõÊÛÎØ×ôÅà ïÛÊÛÎÛûâ INSURER C : INSURER D : INSURER E : INSURER F : COVERAGESCERTIFICATE NUMBER:REVISION NUMBER:    THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. 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