HomeMy WebLinkAboutResolution 2011-090 first amendment to MOU with southern arizona arts and cultural alliance MARANA RESOLUTION NO. 2011-90
RELATING TO COMMUNITY DEVELOPMENT; APPROVING AND AUTHORIZING THE
MAYOR TO EXECUTE THE FIRST AMENDMENT TO THE MEMORANDUM OF UNDER-
STANDING BETWEEN THE TOWN OF MARANA AND THE SOUTHERN ARIZONA ARTS
AND CULTURAL ALLIANCE REGARDING THE PRESENTATION AND PROMOTION OF
ARTISTIC AND CULTURAL PROGRAMS 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 on June 7, 2011, the Town Council adopted Resolution No. 2011 -57 approving and
authorizing the Mayor to execute a Memorandum of Understanding (MOU) with SAACA regarding
the presentation and promotion of artistic and cultural events and activities in the Town; and
WHEREAS, the Town Council finds that entering into this First Amendment to the MOU with
SAACA is in the best interests of the Town and its citizens.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE
TOWN OF MARANA AS FOLLOWS:
SECTION 1. The First Amendment to 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 approved 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 First Amendment to the Memorandum of Understanding.
PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MA-
RANA, ARIZONA, this 2& day of September, 2011.
Mayor Ld Honea
� E
ids
ATTEST: SE A,, APPROVED AS TO FORM:
W E
o onson, Town Clerk ank sidy, Toorney
FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING
BETWEEN THE TOWN OF MARANA AND THE SOUTHERN ARIZONA
ARTS & CULTURAL ALLIANCE
This First Amendment to Memorandum of Understanding (this "First Amendment ") is
entered into by and between the TOWN OF MARANA, an Arizona municipal corporation, (the
"Town ") and the SOUTHERN ARIZONA ARTS & CULTURAL ALLIANCE ( " SAACA "). The Town and
SAACA are collectively referred to in this First Amendment as the "Parties," and each is
sometimes individually referred to as a "Party."
RECITALS
A. The Parties entered into a Memorandum of Understanding (the "Original MOU ")
effective June 16, 2011, approved by the Marana Town Council by the adoption of Marana
Resolution No. 2011 -57 on June 7, 2011.
B. Paragraphs 6 and 7 of the Original MOU contained provisions related to insurance and
indemnification, respectively.
C. Paragraph 21(a) of the Original MOU provided that the Original MOU may not be
modified except in a writing signed by both of the Parties.
D. The Parties desire to modify the Original MOU in order to amend the insurance and
indemnification requirements set forth in the Original MOU.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises made in this Amendment, the
Parties agree as follows:
1. Insurance In addition to the requirements set forth in Paragraph 6 of the Original MOU
relating to insurance, the Parties agree as follows:
a. SAACA shall deliver one or more certificates of insurance evidencing coverage
as described in paragraph 6 of the Original MOU to the Town upon execution of
this First Amendment. SAACA shall also deliver new certificates of insurance
each time the policy(s) is updated. All certificates shall be delivered to: Adelina
Martin, Special Events Coordinator.
b. As an additional insured on SAACA's commercial general liability policy, the
Town shall be provided coverage for any liability arising out of operations
performed in whole or in part by or on behalf of SAACA.
c. The certificate(s) shall also stipulate that the insurance afforded SAACA shall be
primary insurance and that any insurance carried by the Town, its agents, officials or
employees shall be excess and not contributory insurance to that provided by
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SAACA. Coverage provided by SAACA shall be primary insurance with respect
to all other available sources.
d. The insurance requirements specified in paragraph 6 of the Original MOU and in
this paragraph 1 of this First Amendment may not be changed or modified except
by written agreement signed by both Parties.
e. SAACA shall give the Town at least 30 calendar days' written notice prior to a
planned cancellation or reduction of any coverage required by paragraph 6 of the
Original MOU. SAACA shall give the Town immediate notice of any other
cancellation or reduction of any coverage required by paragraph 6 of the Original
MOU. Cancellation or reduction of any coverage required by paragraph 6 of the
Original MOU is grounds for termination of the Original MOU by the Town.
2. Indemnification Paragraph 7 of the Original MOU relating to indemnification is hereby
stricken and replaced with the following:
SAACA agrees to defend, save, hold harmless, and indemnify the Town, its officials,
employees, agents, successors, and assigns from and against any and all manner of
claims, suits, lawsuits, action or actions, causes or causes of action, liabilities, damages,
and other claims and demands of whatsoever nature or kind, in law or in equity, in tort or
in contract, or otherwise caused by or resulting from the SAACA's errors, omissions, or
negligent acts in the performance of services pursuant to this MOU.
3. Remainder of Original MOU Unaffected Except for the modification of Paragraphs 6
and 7 of the Original MOU as set forth above, all terms of the Original MOU shall
remain in full force and effect, unmodified by the terms of this First Amendment.
4. Recitals The recitals set forth at the beginning of this First Amendment are hereby
acknowledged, confirmed to be accurate and incorporated here by reference.
5. Entire Agreement This First Amendment constitutes the entire agreement between the
Parties pertaining to the subject matter of this First Amendment. All prior and
contemporaneous agreements, representation and understanding of the Parties, oral or
written, are hereby superseded and merged in this First Amendment.
6. Severability If any provision of this First Amendment is declared illegal, invalid or
unenforceable, in whole or in part, under present or future laws, it shall be severed from
the remainder of this First Amendment, which shall otherwise remain in full force and
effect. In lieu of the illegal, invalid or unenforceable provision, there shall be added
automatically as part of this First Amendment a provision as similar in terms to the
illegal, invalid, or unenforceable provisions as may be possible and still be legal, valid,
and enforceable, and this First Amendment shall be deemed reformed accordingly.
7. Governing Law This First Amendment is entered into in Arizona and shall be construed
and interpreted under the laws of Arizona.
8. Internretation This First Amendment has been negotiated by the Town and SAACA, and
neither Party shall be deemed to have drafted this First Amendment for purposes of
construing any portion of this First Amendment for or against any Party.
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9. Conflict of Interest This First Amendment is subject to A.R.S. § 38 -511, which provides
for cancellation of contracts in certain instances involving conflicts of interest.
IN WITNESS WHEREOF, the Parties have executed this First Amendment as of the last date set
forth below their respective signatures.
TOWN: SAACA:
THE TOWN OF MARANA, SOUTHERN ARIZONA ARTS & CULTURAL
an Arizona municipal corporation ALLIANCE, an Arizona non - profit
corporatio
By:
By. Kate Marquez, Executive Director
Ed Honea, Mayor
Date: °� � — / Date:
ATTEST:
Jocelyn . Bronson, Clerk
APPRO AST FORM:
r�
ank Idy, Town Att ey
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