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HomeMy WebLinkAboutResolution 2011-072 funding agreement with the marana chamber of commerce MARANA RESOLUTION NO. 2011-72 RELATING TO ECONOMIC DEVELOPMENT; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE A FUNDING AGREEMENT WITH THE MARANA CHAMBER OF COMMERCE, INC., TO SUPPORT OPERATION OF A VISITOR CENTER AND PROVISION OF SERVICES TO THE MARANA BUSINESS COMMUNITY WHEREAS the Town of Marana has established a need for economic development activities to ensure a sustainable community; and WHEREAS "Commerce" is identified as one of the five focus areas of the Marana Strategic Plan, adopted by the Town Council in February 2009 and revised in December 2009; and WHEREAS the Marana Chamber of Commerce, Inc., operates a visitor center and performs services that provide benefits to the business community; and WHEREAS the Mayor and Council find that the adoption of this resolution is in the best interests of Marana and its citizens and businesses. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, AS FOLLOWS: SECTION 1. The funding agreement between the Town of Marana. and the Marana Chamber of Commerce, Inc., attached to and incorporated by this reference in this resolution as Exhibit A, is hereby approved and the Mayor is hereby authorized to execute it for and on behalf of the Town of Marana. SECTION 2. The Town 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 funding agreement. PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, this 19 day of July, 2011. Mayor Ed Honea Ste, ATTEST: yuea APPROVED AS TO FORM: ocel Bronson, Town Clerk / ank ` sidy,"Town Att ey l 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 Chamber 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. Commerce is identified as one of the five focus areas of the Marana Strategic Plan, adopted by the Town Council in February 2009 and revised in December 2009. C. 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. D. 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. E. 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. General Funding. Town hereby commits $30,000 of funding from Town's Fiscal Year 2011 -2012 budget to Chamber to fund general assistance for Chamber activities. Section 2. Facilities Funding. Town hereby commits to make available an addi- tional $5,000 of funding from Town's Fiscal Year 2011 -2012 budget to fund fagade, signage, landscaping or other such improvements to the internal and /or external appear- ance of the Chamber's facility located at 13881 N. Casa Grande Highway. Section 3. Ou uts. Between July 1, 2011 and June 30, 2012, Chamber hereby agrees to provide the following outputs with Town general assistance funding provided under this agreement: 3.1. Chamber will operate the Marana Visitor Center during established busi- ness hours of 8:30 AM — 4:30 PM, Monday through Friday, observing regular Chamber contract FY 11- 12.DOC - 1 - holidays, and will comply with all regulations established by the Arizona Office of Tourism for the operation of Local Visitor Information Centers. 3.2. Chamber will provide opportunities, as requested, 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, monthly lunches, legislative and economic development briefings, or other similar events. 3.3. Chamber will produce and distribute a map of Marana streets and incor- porated boundaries and a membership directory. Town may request from Cham- ber a maximum of 2,500 maps and 3,000 directories for its own distribution. 3.4. Chamber will organize and execute the "Business for a Day /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. 3.5. Chamber will contact all new Marana businesses to provide them with in- formation on local business resources. Town will provide Chamber with a month- ly list of new business licenses issued in Marana. 3.6. 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. 3.7. Chamber will collaborate with Town on questions and methodology used to conduct a survey of Marana businesses regarding the local business climate. 3.8. Chamber will maintain an active Economic Development Committee to advise Town on local and regional business issues. Town will assign a representa- tive to serve as liaison to this committee. 3.9. Chamber will participate in any tourism development initiatives organ- ized and implemented by Town. Section 4. Payments Town shall pay Chamber as follows: 4.1. General Funding — The Town shall pay the Chamber in three installments of $10,000 each, once per quarter, except the fourth quarter of Town's fiscal year, upon receipt of a Payment Request Form attached as Exhibit A. 4.2. Facilities Funding — The Town shall reimburse the Chamber for allowable expenses incurred, up to $5,000, upon Town approval of a Payment Request Form for Facilities Funding. Chamber must submit copies of quotes, contracts, invoices, and/or canceled checks which support the reimbursement request along with the Payment Request Form. The Payment Request Form must be received by Town no later than 30 calendar days after the termination date of this Agreement. Facili- ties Funding shall remain in Town's possession until payment to Chamber is ap- proved pursuant to this paragraph. Section 5, Reporting Within 30 days following the end of Town's fiscal year on June 30, 2012, Chamber shall submit to Town a written annual report demonstrating Chamber's compliance with each of the outputs listed in Section 3 of this Agreement. Chamber contract FY 11- 12.DOC -2- Town may additionally request a written or oral report from Chamber at any time dem- onstrating Chamber's progress in complying with each of the outputs listed in Section 3 of this Agreement. Section 6, Required Insurance Before receiving any payment under this Agree- ment, Chamber shall deliver to Town one or more certificates of insurance with carriers acceptable to Town evidencing the following coverages for at least the term of this Agreement: 6.1. $1,000,000 per occurrence general liability coverage with Town listed as additional insured. 6.2. $1,000,000 per occurrence automobile liability coverage with Town listed as additional insured (if the Chamber has vehicles). 6.3. $1,000,000 per occurrence directors and officers coverage with Town listed as additional insured. 6.4. State of Arizona minimum workers' compensation coverage (if Chamber has paid staff). Section 7. 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: 7.1. Articles of incorporation. 7.2. Current bylaws. 7.3. List of current members of Chamber's Board of Directors. 7.4. Current fiscal year's budget approved by Chamber's Board of Directors. 7.5. Internal Revenue Service designation letter. Section 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 required by Section 6 above or to Chamber's corporate documentation listed in Section 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. Amend- ments that reduce the insurance coverages below the minimums set forth in Section 6 above or that in the Town's reasonable opinion materially affect the Chamber's ability to deliver the outputs set forth in Section 3 above constitute default for which Town may withhold payment until Chamber restores the minimum insurance coverages or re- stores Chamber's ability to deliver the outputs. Section 9. 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 11 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 entitled to Chamber contract FY 11- 12.DOC -3 - begin the mediation and arbitration proceedings set forth in paragraphs 9.1 and 9.2 be- low. 9.1. Mediation If there is a dispute under this Agreement which the Parties cannot resolve among themselves, the Parties agree that there shall be a 21 -day moratorium on arbitration during which time the Parties agree to attempt to settle, the dispute by nonbinding mediation before commencement of arbitration. The mediation shall be held under the commercial mediation rules of the American Arbitration Association. The matter in dispute shall be submitted to a mediator mutually selected by Chamber and Town. If the Parties cannot agree upon the se- lection of a mediator within seven days, then within three days thereafter Town shall (on its behalf and on behalf of Chamber) request the presiding judge of the Superior Court in and for the County of Pima, State of Arizona, to appoint an in- dependent mediator. The cost of mediation shall be divided equally between the mediating Parties. The results of the mediation shall be nonbinding on the Parties, and any Party shall be free to initiate arbitration after the moratorium period. 9.2. Arbitration If mediation (paragraph 9.1 above) fails to result in resolution of the dispute, the dispute, controversy, claim or cause of action arising out of or relating to this Agreement shall be settled by submission of the matter by all Par- ties to binding arbitration in accordance with the rules of the American Arbitra- tion Association and the Arizona Uniform Arbitration Act, A.R.S. § 12 -501 et seq., and judgment upon the award rendered by the arbitrator(s) may be entered in a court having jurisdiction. Section 10. Indemnity and Hold Harmless Chamber shall indemnify and hold harmless Town, its officers, employees, 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 11. Manner of Serving All notices, filings, consents, approvals and other communications provided for in or given in connection with this Agreement shall be validly given, filed, made, transmitted or served if in writing and delivered person- ally 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 Director of Strategic Initiatives 11555 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 Chamber contract FY 11- 12.DOC -4- To Chamber: Marana Chamber of Commerce, Inc. 13881 North Casa Grande Highway Marana, Arizona 85653 Section 12. 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 succeed- ing breach of the same or any other term of this Agreement. Section 13. 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 de- fault of this Agreement, the prevailing Party shall be paid all reasonable costs and rea- sonable attorneys' 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. Section 14. Headings The descriptive headings of this Agreement are inserted to assist in understanding the meaning and construction of this Agreement. Section 15. Recitals The Recitals set forth at the beginning of this Agreement are hereby acknowledged, confirmed to be accurate and incorporated here. Section 16. 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 17. Time Essence Time is of the essence for purposes of this Agree- ment. Section 18. No Assiariment Chamber's obligations under this Agreement may not be assigned without the written consent of the Town Manager or designee. Section 19. No Partnership and Third Parties It is not intended by this Agree- ment 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 20. 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 requested or appropriate to evidence or give effect to the provisions of this Agreement. Section 21. Imposition of Duty by Law This Agreement does not relieve any Party of any obligation or responsibility imposed upon it by law. Section 22. Entire Agreement This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement. All prior and contemporaneous agreements, representation and understanding of the Parties, oral or written, are hereby superseded and merged in this Agreement. Chamber contract FY 11- 12.DOC -5- Section 23. 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 reasonably necessary to accomplish the goals expressed by this Agreement. Section 24. Good Standing; Authority 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 Chamber 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 au- thorized and empowered to bind the Party on whose behalf each such individual is sign- ing. Section 25. Severability If any provision of this Agreement is declared void or unenforceable, it shall be severed from the remainder of this Agreement, which shall otherwise remain in full force and effect. Section 26. Governing 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 27. 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 28. 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 em- ployer /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, agen- cies, or officials, or of any civil or military authority; insurrection; civil disturbances; riots; epidemics; landslides; lightning; earthquakes; subsidence; fires; hurricanes; storms; droughts; floods; arrests, restraints of government and of people; explosions; and partial or entire failure of utilities. Section 29. Conflict of Interest This Agreement is subject to A.R.S. § 38 -511, which provides for cancellation of contracts by government entities in certain instances involving conflicts of interest. Section 30. Chamber warrants that it, and any subcontractor who performs any work for Chamber under this Agreement, 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). Chamber acknowledges that pursuant to A.R.S. § 41 -4401 and effective September 30, 2008, a breach of this warranty is a ma- terial breach of this Agreement subject to penalties up to and including termination of Chamber contract FY 11- 12.DOC -6- this Agreement, and that Town retains the legal right to inspect the papers of any em- ployee who works on the Agreement to ensure compliance with this warranty. Section 31. Chamber certifies that it does not have, nor will it for the duration of this Agreement have, scrutinized business operations in Sudan or Iran as defined in A.R.S. § 35 -391 and A.R.S. § 35 -393, respectively. Section 32. 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, 2012, unless sooner terminated by the mutual consent of the Parties. IN WITNESS WHEREOF the Parties have executed this agreement as of the date set forth below their respective signatures. Town: Chamber: THE TOWN OF MARANA, MARANA CHAMBER OF COMMERCE, INC., an Arizona municipal co oration an Arizona 501 c 6 non - profit corporation By: By: Printed: CY 1-n M4 `�t. Ed Hon &, Mayor Its: 0 E O �' Date: Date: ATTEST: ?Jo9ceIj - y e - Bronson, Town Clerk APPROVE AS TO R F Cassid ,Town Attorney f EXHIBIT A. Payment request form Chamber contract FY 11- 12.DOC -7- 3 MARANA TOWN OF MARANA EXHIBIT A - PAYMENT REQUEST FORM (FY 2011 -2012) Agency /Contractor: Project Name: Prepared by: Name: Title: Authorized by: Authorized Signer Date: Period Reimbursement Requested For: Payment Number: Expenditures This Period: $ + / - Adjustments (Program Income /Other): S Net Request This Period: $ Line Approved Expenditures Expenditures Item Line Item Description Budget (A) This Period (B) Prior Periods (C) Balance (D) 1. $ $ $ $ 2. 3. 4. 5. TOTAL (must total Town of Marana award) $ $ $ $ NOTE: For each line item, the figures in Columns (B), (C), and (D) must total the figure in Column (A). DEPARTMENT HEAD APPROVAL: DATE: FINANCE APPROVAL: CHECK NUMBER: DATE: All requests for budget changes are required to be submitted in writing and approved by authorized Town of Marano staff. Payment Request Form must be received within 30 calendar days following the end of the Town's fiscal year. All required certificates of insurance must be received by Town prior to issuance of payment.