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Home My WebLink AboutResolution 2011-057 MOU with southern arizona arts and cultural alliance MARANA RESOLUTION NO. 2011-57 RELATING TO COMMUNITY DEVELOPMENT; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE A MEMORANDUM OF UNDERSTANDING BETWEEN THE TOWN OF MARANA AND THE SOUTHERN ARIZONA ARTS AND CULTURAL ALLIANCE RE- GARDING THE PRESENTATION AND PROMOTION OF ARTISTIC AND CULTURAL PRO- GRAMS AND EVENTS IN THE TOWN OF MARANA WHEREAS the Town Council of the Town of Marana has determined that artistic and cultural activities within the Town are in the public interest and enhance the community; and WHEREAS the Southern Arizona Arts and Cultural Alliance ( SAACA) is a not - for -profit organization that exists to ensure community engagement in arts and culture; and WHEREAS the Town and SAACA desire for SAACA to present and promote artistic and cul- tural events and activities in the Town; and WHEREAS, the Mayor and Council of the Town of Marana feel it is in the best interests of the public to enter into this agreement. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA AS FOLLOWS: SECTION 1. The memorandum of understanding between the Town of Marana and SAACA, attached to and incorporated by this reference in this resolution as Exhibit A, is hereby ap- proved and the Mayor is hereby authorized to execute it for and on behalf of the Town of Marana. SECTION 2. The Town's Manager and staff are hereby directed and authorized to undertake all other and further tasks required or beneficial to carry out the terms, obligations, and objectives of the memorandum of understanding. PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MA- RANA, ARIZONA, this 7 day of June, 2011. ` ��1��s'j' ' �� OF b. ��q�tnni p1� aPO Mayor d Honea s 1� COQ f .n ATTEST: 5 % J # V APPROVED AS TO FORM: E aw"a` J celyn C. ronson, Town Clerk F nk C idy, Town orney (00026636DOCII MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING (the "MOU ") is entered into by and between the TowN OF MARANA, an Arizona municipal corporation (the "Town "), and the SOUTHERN ARIZONA ARTS & CULTURAL ALLIANCE, an Arizona non - profit corporation ( "SAACA "). The Town and SAACA are sometimes collectively referred to in this MOU as the "Parties," either of which is sometimes individually referred to as a "Party." RECITALS A. The Town Council of the Town of Marana has determined that artistic and cultural activities within the Town are in the public interest and enhance the community. B. The Southern Arizona Arts and Cultural Alliance is a not - for -profit organization that exists to ensure community engagement in arts and culture. To enhance access to the arts and to promote cultural awareness, SAACA presents large -scale festivals, events and other programs. SAACA also promotes educational opportunities in art and culture. C. The Town and SAACA desire for SAACA to present and promote artistic and cultural events and activities in the Town as described in this MOU. AGREEMENT NOW, THEREFORE, based on the foregoing recitals, which are incorporated here as the intent of the Parties in entering into this MOU, and in consideration of the terms of this MOU, the Parties hereby agree as follows: 1. Services to be performed by SAACA. a. General. In coordination with the Town, SAACA shall sponsor, support, develop and implement community arts and culture projects and programs that enrich the cultural life of the community and that are consistent with the provisions of this MOU. b. Music in the Park Series. SAACA shall present concerts for the Town's Music in the Park Series, including selecting, recruiting, approving and contracting with performers for the concert series. c. Major Town Special Events. SAACA shall assist the Town in presenting and produc- ing major Town events, including the Town's Founders' Day Celebration in October 2011. SAACA shall select, recruit, approve and contract with vendors for booth exhibi- tion areas at the events. The vendors may include fine arts and crafts exhibitors, live art demonstrations, food vendors, dance and music performances and other arts and cultural exhibits consistent with the theme of the special event and the terms of this MOU. At any event for which SAACA secures the vendors, SAACA shall provide the Town with five complimentary booth spaces for use as the Town sees fit. {00026404.DOC / 3} 5/10//2011 JF -1- d. Marketing. SAACA shall provide all marketing and promotion for events presented and produced by SAACA for the Town. All marketing and promotional materials must be approved by the Town prior to their distribution to the public. 2. Expenses. SAACA shall be responsible for all of its operating expenses and the Town shall neither seek from nor provide to SAACA any compensation for the services provided under this MOU. 3. Effective date and duration. This MOU shall be effective as of the signature date of the last Party to sign this MOU, and shall remain in effect for one year. The term may be extended by mutual written agreement of the Parties. 4. Relationship of the parties. In the performance of the services contemplated by this MOU, SAACA shall act solely as an independent contractor, and nothing expressed or implied in this MOU shall be construed to create the relationship of employer and employee, partnership, prin- cipal and agent, or to create a joint venture between the Town and SAACA. 5. 501(c)(3) status of SAACA. SAACA shall maintain its 501(c)(3) status as a non -profit corporation at all times relevant to this MOU. 6. Insurance. SAACA shall maintain insurance with the following required coverages and limits, and the Town shall be named as an additional insured on the commercial general liability insurance policy: Worker's Compensation: Statutory Employer's Liability: U.S. $1,000,000 Commercial General Liability: U.S. $1,000,000 per occurrence U.S. $2,000,000 aggregate Business Auto Liability: U.S. $1,000,000 combined single limit 7. Mutual indemnification. To the fullest extent permitted by law, each Party shall indem- nify, defend and hold the other Party, its governing board or body, officers, departments, em- ployees and agents, harmless from and against any and all suits, actions, legal or administrative proceedings, claims, demands, liens, losses, fines or penalties, damages, liability, interest, attor- neys', consultants' and accountants' fees or costs and expenses of whatsoever kind or nature, resulting from or arising out of any act or omission of the indemnifying Party, its agents, em- ployees or anyone acting under its direction or control, whether intentional, negligent, grossly negligent, or amounting to a breach of contract, in connection with or incident to the perform- ance of this MOU. 8. Regulatory compliance and approvals. Each Party shall at its own expense comply with all applicable federal, state and local laws, rules, and regulations in connection with its obliga- tions under this MOU. As part of this obligation, SAACA shall obtain any and all permits pre- scribed by the Town, the Northwest Fire District or any other appropriate regulatory agency for its activities under this MOU. In consideration of the services to be performed by SAACA under the terms of this MOU, to the extent legally permissible, the Town agrees to waive all Town of Marana review and permit fees that SAACA would normally be required to pay for the events and activities SAACA produces pursuant to this MOU. 9. Appointment of representatives. To further the commitment of the Parties to cooperate in the activities described in this MOU, the Town and SAACA each shall designate and appoint a {00026404.DOC / 3} 5/10//2011 JF -2- representative to act as a liaison for the Town and its various departments and SAACA. The initial representative for the Town (the "Town Representative ") shall be Adelina Martin, Special Events Coordinator, and the initial representative for SAACA shall be Kate Marquez, Executive Director. The representatives shall be available at all reasonable times to discuss and review the performance of the Parties to this MOU and their responsibilities in connection with the services to be performed under this MOU. 10. Town personnel. At the Town's sole discretion, the Town may assign Town personnel to assist SAACA in performing the services described in paragraph 1 of this MOU. SAACA may also request assistance from Town personnel in the performance of these services by contacting the Town Representative. Assistance will be provided at the Town's sole discretion. 11. Notices. All notices, requests, demands, and other communications under this MOU shall be in writing and shall be deemed given if personally delivered or mailed, certified mail, return receipt requested; to the following addresses: If to the Town, to: TOWN OF MARANA Attn: Strategic Initiatives Director 11555 W. Civic Center Drive - Bldg A3 Marana, AZ 85653 If to SAACA, to: SOUTHERN ARIZONA ARTS & CULTURAL ALLIANCE Attn: Executive Director 7225 N. Oracle Road, Suite 112 Tucson, Arizona 85704 12. Entire agreement. This MOU constitutes the entire agreement and understanding of the Parties pertaining to the subject matter of the MOU and supersedes all offers, negotiations, and other agreements of any kind. All prior and contemporaneous agreements, representations and understandings of the Parties, oral or written, are superseded and merged in this MOU. 13. Authority to execute agreement. The individuals executing this MOU hereby represent that they have full right, power, and authority to execute this MOU on behalf of their respective Parties. 14. Force majeure. Notwithstanding any other term, condition or provision of this MOU to the contrary, if any Party to this MOU is precluded from satisfying or fulfilling any duty or obligation imposed upon it due to labor strikes, material shortages, war, civil disturbances, weather conditions, natural disasters, acts of God, or other events beyond the control of such Party, the time period provided herein for the performance by such Party of such duty or obliga- tion shall be extended for a period equal to the delay occasioned by such events. 15. Immigration laws. SAACA warrants that it will at all times comply with all federal im- migration laws and regulations that relate to its employees and with Arizona Revised Statutes section (A.R.S. §) 23 -214 (A). SAACA acknowledges that pursuant to A.R.S. § 41 -4401 and effective September 30, 2008, a breach of this warranty is a material breach of this MOU subject to penalties up to and including termination of this MOU, and that the Town retains the legal right to inspect the papers of any employee who works on the MOU to ensure compliance with this warranty. {00026404.DOC / 3} 5/10//2011 JF -3- 16. Scrutinized business operations. SAACA certifies that it does not have, nor will it for the duration of this MOU have, scrutinized business operations in Sudan or Iran as defined in A.R.S. § 35 -391 and A.R.S. § 35 -393, respectively. 17. Conflict of interest. This MOU is subject to the provisions of A.R.S. § 38 -511, which provides for termination in certain instances involving conflicts of interest. 18. Attorneys' fees. The prevailing Party in a civil action to enforce this MOU shall be enti- tled to recover from the other Party, in addition to any relief to which such prevailing Party may be entitled, all costs, expenses and reasonable attorneys' fees incurred in connection with that civil action. 19. Governing law. This MOU shall be construed in accordance with the laws of the State of Arizona. 20. Termination. Either Party may terminate its participation in this MOU for any reason upon at least fifteen days' prior written notice to the other Party. 21. Miscellaneous. a. This MOU may not be modified except in a writing signed by both of the Parties. b. The captions and section numbers appearing in this MOU are inserted only as a matter of convenience, and do not define, limit, construe or describe the scope or intent of such sections or articles of this MOU. c. This MOU may be executed in multiple counterparts, each of which shall, for all pur- poses, be deemed an original and all of which, taken together, shall constitute one and the same agreement. [SIGNATURE PAGE FOLLOWS] {00026404.DOC / 3} 5/10//2011 JF -4- IN WITNESS WHEREOF, the Parties have duly executed this instrument below. The "Town" "Southern Arizona Arts & Cultural Alli- TOWN OF MARANA, an Arizona municipal ance" corporation SOUTHERN ARIZONA ARTS & CULTURAL ALLIANCE, an Arizona non -profit corpora- tion Ed Honea, Mayor Date: Kate Marquez, Executive Director Date ATTEST: wn C Date APPRO S T T l4ate 100026404.DOC / 3} 5/10//2011 JF -5-