HomeMy WebLinkAboutResolution 2012-071 relating to chamber of commerceMARANA RESOLUTION NO. 2012-071
RELATIl�IG TO ECONOMIC DEVELOPMENT; APPROVING AND AUTHORIZING THE
MAYOR TO EXECUTE A FUNDING AGREEMENT BETWEEN THE TOWN OF MARANA
AND THE MARANA CHAMBER OF COMIV�RCE, INC. TO SUPPORT OPERATION OF TF�
l�ti�RANA VISITOR CENTER AND PROVISION OF SERVICES TO THE MAIEZANA
COl��MUNITY
WHEREAS the Marana Stxategic Plan's "Commerce" focus area includes an initiative to al-
locate and maximize Town resources to engage in the recruitment, retention and expansion of busi-
ness and industry, with an action strategy to continue to support and increase interaction with Marana
Chamber of Commerce programs; and
WHEREAS the Marana Chamber of Commerce operates the Marana Visitor Center and pm-
vides other services to the Toum and the communiiy; 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 funding agreement between the Town of Marana and the Marana Chamber
of Commerce, Inc., attached to and incorpora.ted 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
a11 other and further tasks required or beneficial to carry out the terms, obligations, and obj ectives of
the funding agreement.
PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this
4�' day of September, 2012. ``` ,�� 1 �„�,,� ,,I
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; � ? � Mayor Ed Honea
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ATTEST: i q��i��n�►��``,`� `�� APPROVED AS TO FORM:
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Jocelyn . Bronson, Town Clerk F k sidy Town ttorney
Marana. Resolution No. 2012-071 09/04J2012
FUNDING AGREEMENT
MARANA CHAMBER OF COMMERCE, INC.
THIS FUNDING AGREEMENT � "Agreement") is entered into by and between the
Tow1v oF MARANA an Arizona municipal corporation ("Town" a.riC� t110 MARANA
CHAMBER 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."
RECrTALs
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 in the Marana Strategic Plan II,
adopted in March 2012.
C. Chamber operates a Visitor Center and provides other services for the 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
ACREEMENT
Now, THEREFORE, based on the foregoing recitals, which are incorporated here by
reference, the Parties agree as follows:
Section 1. Fundin�. Town hereby commits $30,000 of funding from Town's
Fiscal Year 2012-2013 budget to Chamber to assist in funding Chamber's activities un-
der this Agreement.
Section 2. Ou uts. Between July 1, 2012 and June 30, 2013, 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, observing regular
holidays, and will comply with all regulations established by the Arizona Office
of Tourism for the operation of Local Visitor Information Centers.
2.2. Chamber will provide a link to visitor information on its website.
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2.3. Chamber will provide opportunities, as requested, far representatives of
Town to address the Marana 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.
2.4. 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 10,000 directories for its own distribution.
2.5. 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.
2.6. Chamber will collaborate with Town on questions and methodology used
to conduct surveys of the Marana community regarding the local business climate.
2.7. Chamber will participate in any tourism development initiatives orga-
nized and implemented by Town.
Section 3. Pa, ents. Town sha11 pay Chamber in three installments of $10,000
each, once per quarter, except the fourth quarter of Town's fiscal year, upon receipt of a
completed Payment Request Form in substantially the form attached as Exhibit A.
Section 4. Reporting. Within 15 days after the end of each calendar quarter for
which Chamber receives funding under this Agreement or before receiving its next
quarterly payment, whichever occurs first, Chamber shall complete and submit to Town
a written quarterly report in substantially the form attached as Exhibit B, demonstrating
Chamber's progress toward the outputs listed in Section 22 of this Agreement. Town
may additionally request a written or oral report from Chamber at any time demonstrat-
ing Chamber's progress in complying with each of the outputs listed in Section 22 of
this Agreement.
Section 5. Required Insurance. Before receiving any payment under this
Agreement, 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:
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 staf�.
Section 6. Corporate Documents. Before receiving initial payment under this
Agreement, Chamber shall ensure that copies of the following Chamber documenta.tion,
including any and a11 amendments are on file with Town:
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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
copies of any amendments during the term of this Agreement to coverages or terms of
insurance 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. Amend-
ments 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 restares the minimum insurance coverages or re-
stores 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 10 below to the Defaulting Party, stating the nature of the
default claimed and demanding that the default be corrected. The Defaulting Party sha11
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
begin the mediation and arbitration proceedings set forth in paragraphs 9.1 and 9.2 be-
low.
8.1. 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 inediation 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.
8.2. Arbitration. If inediation (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 a11 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
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seq., and judgment upon the award rendered by the arbitrator(s) may be entered in
a court having jurisdiction.
Section 9. Indemnitv 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 10. Manner of Servin�. All notices, filings, consents, approvals and oth-
er communications provided for in or given in connection with this Agreement sha11 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 oth-
er addresses as any Party may from time to time designate in writing and deliver in a
like manner):
To Town:
Towlv oF MARarra
Director of Community Development and Neighborhood Services
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
To Charnber:
MARANA CHAMBER OF COMMERCE, ING
President and CEO
13881 North Casa Grande Highway
Maxana, Arizona 85653
Section 11. Waiver. No delay in exercising any right or remedy sha11 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 12. Attorney's Fees. If any Party brings a lawsuit against any other Par-
ty to enforce any of the terms of this Agreement, or by reason of any breach or default
of this Agreement, the prevailing Party sha11 be paid a11 reasonable costs and reasonable
attorneys' fees by the other Paxty, 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 13. Headin�s. The descriptive headings of this Agreement are inserted
to assist in understanding the meaning and construction of this Agreement.
Section 14. Recitals. The Recita.ls set forth at the beginning of this Agreement
are hereby acknowledged, confirmed to be accurate and incorporated here.
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Section 15. 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 16. Time Essence. Time is of the essence for purposes of this Agree-
ment.
Section 17. No Assignment. Chamber's obligations under this Agreement may
not be assigned without the written consent of the Town Manager or designee.
Section 18. 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
Agreernent 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 sha11 have any right or cause of action under this Agreement.
Section 19. Other Instruments. Each Party shall, promptly upon the request of
the other, have acknowledged and delivered to the other any and a11 further instruments
and assurances reasonably requested or appropriate to evidence or give effect to the
provisions of this Agreement.
Section 20. Imposition of Duty by Law. This Agreement does not relieve any
Party of any obligation or responsibility imposed upon it by law.
Section 21. 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.
Section 22. 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 23. Good Standin�; 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 rep-
resents 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 24. Severabilitv. 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 25. Governin� Law. This Agreement is entered into in Arizona and
sha11 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.
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Section 26. 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 27. 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 employ-
er/employee relations; acts of public enemies; orders or restraints of any kind of gov-
ernment 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; earthqua.kes; subsidence; fires; hurricanes; storms;
droughts; floods; arrests, restraints of government and of people; explosions; and partial
or entire failure of utilities.
Section 28. 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 29. Immigration Laws. Chamber warrants that it, and any subcontractor
who performs any work for Chamber under this Agreement, will at all times comply
with all federal immigration laws and regulations that relate to its employees and with
Arizona Revised Statutes section (A.R.S. §) 23-214 (A). Chamber acknowledges thaf
pursuant to A.R.S. § 41-4401 and effective September 30, 2008, a breach of this war-
ranty is a material breach of this Agreement subject to penalties up to and including
termination of this Agreement, and that Town retains the legal right to inspect the pa-
pers of any employee who works on the Agreement to ensure compliance with this war-
ranty.
Section 30. Scrutinized Business Operations. Chamber certifies that it does not
have, nor will it for the duration of this Agreement have, scrutinized business opera-
tions in Sudan or Iran as defined in A.R.S. § 35-391 and A.R.S. § 35-393, respectively.
Section 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 a11 purposes on July 1, 2013, unless sooner terminated by the mutual consent of
the Parties.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF the Parties have executed this agreement as of the date set
forth below their respective signatures.
Town:
THE TOWN OF MARANA,
. an Arizona municipal c oration
g L./'�
Ed H ea, ayor
. . . Date: � `� ��
ATTEST:
�
:
Payment Request Form
Quarterly Report Form
Chamber:
MARANA CHAMBER OF COMMERCE, INC.,
an Arizona 501 (c no -profit corporation
By ��
Printed: F �/ �' � � r� Ar��e.`—
Its: P,� � s� �.� / n � o
Date: ����/a oi �
E�isiTs
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