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HomeMy WebLinkAboutResolution 2013-028 MOU for the 2013 bluegrass festivalMARANA RESOLUTION NO. 2013-028 RELATING TO COMMUNITY DEVELOPMENT; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE A MEMORANDUM OF UNDERSTANDING BETWEEN THE TOWN OF MARANA, THE DESERT BLUEGRASS ASSOCIATION AND THE ARIZONA BLUEGRASS ASSOCIATION REGARDING THE PLANNING, DEVELOPMENT AND PRESENTATION OF THE MARANA BLUEGRASS FESTIVAL IN APRIL 2013 WHEREAS in March 2012, the Town Council of the Town of Marana adopted the Town of Marana Strategic Plan II (the "Plan"), and under the Community focus area of the Plan, Initiative 8 is to increase participation by residents and visitors in Marana's signature events, with a strategy of recruiting community partners to plan and sta.ff signature events; and WHEREAS the Desert Bluegrass Association is a non-profit organization dedicated to developing and promoting bluegrass music for the diverse audience in the Greater Tucson Area; and WHEREAS the Arizona Bluegrass Association is a non-profit organization with the mission of promoting and encouraging the uniquely American musical forms of bluegrass, old time, gospel, and traditional instrumental and vocal music of the United States throughout Arizona and the Desert Southwest; and WHEREAS the Town and the Associations desire for the Associations to plan, develop and present the Marana Bluegrass Festival at Ora Mae Harn Park on April 13 and 14, 2013 with in-kind support and assistance from the Town; and WHEREAS the Town Council finds that approval of a Memorandum of Understanding related to the planning, development and presentation of the Marana Bluegrass Festival as set forth in this resolution is in the best interests of the Town of Marana and its citizens. NOW, THEREFORE,�BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, as follows: SECTION 1. The Memorandum of Understanding between the Town of Marana, the Desert Bluegrass Association and the Arizona Bluegrass Association regarding the planning, development and presentation of the Marana Bluegrass Festival, attached to and incorporated by this reference in this resolution as E�iibit A, is hereby approved and the Mayor is hereby authorized to execute it for and on behalf of the Town of Marana. Marana-Resolution 201302$ - 1 - SECTION 2. The Town's Manager and staff are herehy 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 Marana, Arizona, this 2" day of April, 2013. ��vtl�` c.� Mayor Ed on ATTEST: / ,, ��.���ic� ���r-�.. % • - � : � • • Mazana Resolution 2013028 - 2 - APPROVED AS TO FORM: MEMORANDUM OF UNDERSTANDTNG THTS MEMORANDUM OF UNDERSTANDiNG (the "MOU'� is entered into by and among the TowN oT MARANA, an Arizona munici�al coxporation (the "Town"), the DESERT BLUEGRASS ASSOCIATiON, an Arizona non-prafit corporation and the ArtlzoNA BLU�- GRASS ASSOCIATION, an Arizona non -profit corporation. The Desert Bluegrass Associa- tion and the A�rizona Bluegrass Association are collectively refexx�d to as the "Associa- tions." The Town and �he Associatioizs are somefimes collectively referred to in this MQU as the "Parties," any of wluch is sometimes individually referred to as a"Party." RECITALS A. In March 2012, t11e Town Council af the Towrn of Marana adopted the Town of Marana S#arategic Plan II (tiie "Plan"). The Plan id�ntifies Co�nmunity as one of its five focus areas. Under tl�e Cammuiiity focus area, the Plan includes an initiative to in- crease participat'ron by residents and visitors in Maraila's signatur� events, with a strat- egy to recruit community partners to plan and staff signafure events. B. The Desert Bluegrass Association is a nan-prafit organization dedicated to devei- oping and promoting bluegrass music for the diverse audience in the Greater Tucson Area. C. The A�izona Bluegrass Associatiorl is a i�an-profit organiz,a�ian with �11e mission of �romoting and encouraging �I1e uniquely Aznerican nnusical £orrns of bluegrass, old-time, bos�el, and �adition.al instrumentaI and vocal music of the United States throughout Arizona and th� Desert Southwest. D. The Town and tlle Associatiorts desire for the Associations to plan, develop and present the Marana Sluegrass Festival (the "Festival") with in-kind support and assis- tance frozn the Town as described in t11is MOU. E. The Tawn finds that fhe bellefits to the Town resultiizg fronn the Associations' production and presentatian of #l1e Marana Bluegrass �estival have a value at least equaI to the fair rnarket value af the in-kind suppart and assistance to be �rovided to the Associations Uy the Town pursuant to this MC)U. A.GREEMENI' NOW THEREFORE, based on the faregozng reeitals, �vhich are incorporated here as the intent of the Parties in eiltering into this MOU, and iz1 consideration af the terzns of this MOU, tile Parties h�reby agree as fallows: {OOd33l20.D0(:13) MARANA BLiIEGRASS I'ISTIVAL MOU 3111l2013.fF _�_ 1. Joint and severat liavitity and responsibilit�. The Desert Bluegrass Association and the Arizona Bluegrass Association shall each be jointly and severally liaUle and respon- sible for alI obligations of the Assaciations under this MOU. 2. Serr�ices to be peYfarrnec� by the Associntions. The Associations shall ptan, deveiap and present the Marana Bluegrass Festival at Ora Mae Harn Park,13250 N. Lon Adams Road, as set forth in this paragraph 2. The FestivaI will be held April 13-14, 2013, from 9:45 a.m. to 5:30 p.m. The Festival will include performances by Uluegrass bands and musicians, food and craft vendors, RV dry cannping and teizt camping, and other related activities. a. The Associations shall recruit, select, approve and cantract wieh rnusiciaa�.s and vendors fvr booth exhibition areas at the Fesfiival. The vendors inay iilclude faod and crafts exllibitors and other exhibitors consistent w�ith the the�ne of tlie Festival and the terms of this MOU. The Associatians shall ensure that all Marana Bluegrass Festival vendors possess a current Town of Marana business Iicense as of the date af the Festival. b. The Assoczations shall ensure that ail Festival vendors enter znto a release and indemnification ag�eement in a form approved by the Town. c. AIl marketing and promatianal materials produced by the Associations for the Festival must i�e approved Uy the Town priar to their use and distribution. d. The Associations shall provide sufficient staffing to present and run the Festi- va1 on both days. e. The Associatiol�s shali provide security for the Festival pursuant to a security pian approved by the Town. 3. Support and assistctnce to be prozrided b� tl2e Toztm. The Town shali provide in-kind support and assistance, at no cost to the Associations, as set £arth in Exhibit A, attached hereto and incorporated lierein by this reference. 4. Ea.�penses �nd compensation. Except as provided in Exhibit A, the Associations shail be responsible #or all af their aperating expenses. The Associations may assess, collect and retain adrnission and camping fees fram parties who wish ta attend and participate in the Marana Bluegrass FestivaL The Town makes no guarantee or promise regarding the amount of compensation the Associatio�ls wili receive due to admissioil ar►d camp- ing fees. a. The Associatians shalI make available to t11e Tow�1 for inspection any books, ledgers or statements kept by the Associatzons regarding activities conducted pur- suan� to this MOU. b. The Associations shali be liable for any and all taxes ap}�licable fo tlie proceeds zeceived by the Associations under this MOU. (00033120.DOC /3} MAi2AiVA I3L,UfiGRASS rESTTVAL MOU 3/1 ll2013 Jf _2_ 5. Ef�'ective date and duration. This MOU shall be effective as of the signature date of tFie last Party to sign this MOU, and shall remain in effect until Apri130, 201.3. T11e ferm may be extended by rnutual written agreement of the Parties. 6. Relat�onship of the parties. In t��.e performance o£ the services confemplated by this MOU, the Associations shall act solely as an indepei�dent con�iactor, and nothing ex- pressed or implied in this MOU shali be construed to create the reiationship of ernploy- er and employee, partnership, principal and agent, or to create a joint venture between the Town and the Assaciations. 7. Z.1'se of To��m logo qnd seal. The To�cvn grants the Assoczations a limited license to use, at i10 cosf the Towri s logo and seal in the Associations' performance of the servic�s described in paragraph 2 of this M�U. The Associations shall not use the Town's logo and seai £or any other purpose or use. Th� Assaciations s1za11 not modify, revise or alter the Town's Iogo ar seal in any way. 8. hisurance. The Associations shall maintain ii�,surance thr�ughout the term of this MOU from carriers acceptable to the Towvn with the fallowing required minimurn cov- erages a�nd timits, and the Town shall be named as an additional insured on the com- rnercial generalliabiliiy insurailce policies: Cornmercial General Liability: U.S. $1,000,000 per occurrence U.S. $2,000,000 aggregate a. The Associations shall deliver one or more certificates o# insurance evidencing coverage as described in this �aragraph 8 to the Town upon execuHan of this MOU. The certificates of insurance shall inciude the appropriafie additional insured ei1- dorsements. The Associa�ions shall also deliver new cer#ificates of inswrance and addztional insured endorsements each time the policy(s) is updated. All cerfiificates and endorsemen#s shall be delivered to: t11e Town's Parks and Recreation Director. b. As an additianal insured, the Tov�n1 shall be providea coverage for any liability arising out of operations �erform.ed in whole ox in part by or oz� behalf of the Asso- ciations. c. The certificate(s) shall also stipulate fihat the iizsurance afforded the Associa- tions shall be pz imary insurance and that a�1y insurance caz by the Town, its agents, officials or em�loyees shall he excess and not contributory insurance to t11at provided by fihe Associations. Coverage provided by the Associations shall be pri- mary insurance witl� respect ta all other availal�le sources. d. The insurai�ce requireinents s�ecified ii1 tl�is paragraph 8 rnay �tat be changed or modified except by written agreement signed by botlz Parties. e. Tlie Associations shall give the Town at least 30 caiendar days' written notice prior to a planned cancella#ion or reduction of azly coverage required by this para- graph S. Th� Associations sha11 give the To�vzi imrnediate �ZO#ice of any other �ancel- latian or reduction of any coverage requireci by this paragraph $. Cancellation ox {00033124.1)OC / 3} MARANA 13L(IEGRASS FES'i7VAL MOU 3/I i/2013 JP -3- reduction of any caverage xequired by this paragraph 8 is grounds far terminatian of �liis MOU by the Town. 9. Indemniftcation. The Associatioizs agrees to defend, save, hold harmiess, and in- demnify the Town., its officials, empiayees, a�geilts, successors, and assigns from and against any and all inanner of claims, suits, Iawsuits, action or actions, causes or causes af action, liabilities, damages, and other clairns and demands of whatsoever nature or kind, in Iaw or in equity, in tort or in contract, or otherwise caused by or resul#ing from the Assaciadons' erxors, omissions, or negligent acfis in the perforrrtance of services pursuant to this MOU. 10. Regulatori� compliance and approvrzls. Each Party shall at its awn expense comply with a11 applicable federal, state and locai Iaws, rules, and xegulations in cannection with its oUligations under this M4U. As part of this obligation, the Associations shall obtain any and alI permits prescribed by tlle Town, the Northwest Fire Dis#rict or any other appropriate regulatory agency for its activitzes under this MOU. In consideratian of the services to be performed by fhe Associatians under the terms of this MUU, to the extent Iegally permissible, the Town agrees to waive all Town �f Marana revzew and permit fees t�hat the Associations wauld noz�nally be required fo pay for �Ite Associa- tions' acHvities pursuant to this M4U. 11. IVotices. All no�ices, requesfis, demands, and other cammunications under this MOU shall be in writing and shall be deemed given i£ personally delivered or mailed, certified mait, return receipt requested, to the following addresses: If �o the Town, fia: TOWN OF MARANA Attn: Parks and Recreation Director 11555 W. Civic Center Drive - Bldg A3 Marana, AZ 85653 I£ to the AssoCiatians, to: DESEIt`C BLUEGRASS AS50CtATiON Attn: Joh� L: David $205 E. Crooked Tree Drive Tucsan, Arizona 85715 AND ARTZONA B1..UEGRASS ASSOCIATiQN Attn: Warren Ned RobUins 2Q86 W Peninsula Circle Chandier, Arizoila 85248 12. Entire agreen7ent. Tlus M4U constitutes the entire agreement and undexstanding of the Paz�ties pertaining to tl�e subject matter of the MOU and supersedes alI affers, negotiations, a��d othex agreennents of any kind. AIl prior and canternporaneous agree- rnents, representations and understandiiigs of the Parties, oral ar written, are supersed- ed and merged in this MOU. {00033120.DOC / 3) MARANA BLUEGRASS FESTIVAL IVI�U 3/I i/2013 Jl� _�- 13. Authorify to execute agreement. The individuals executing this MOU hereby repre- sent that they 11ave fu11 right, power, and authority to execute t11is M�U on behalf oE their respective Parties. 14. Forae mc�jeure. Notwifihstanding any other term, condition ar provision of this MOU to the contrary, if any Party to this MOU is precluded from satisfying or fuIfilling any duty or oUligation imposed upan it due to laUor strikes, material shartages, war, civil disturbances, weather conditions, natural disasters, acts of God, or other events beyond the control of such Party, the �izne period provided herein far the perforrnance by such Party of such duty or obligation shall l�e extended far a period equal #o the delay occasioned Uy such events. 15. Irnmigrafion larvs. The Associations warrant that they will at all tim.es camply with all federal immigra�ion Iaws and regulations fihat relate to their eznployees and with Arizona Revised Statutes section (A.R.S. §} 23-214 (A). The Associations acknowledge that pursuant to A.R.S. � 41-4401 and effective SepternUer 30, 2008, a breach of this warraniy is a maferial breach of this MUU subject to penalties up to and inciuding termi�tation of this MC}U, and that tl�e Town retains the Iegal right to inspect the papers of any employee who performs �work or services pursuant to this MOU to ensure cornpliance with this warranty. 16. Scrutinized business operations. The Associations certify that they do not ha.ve, nor wiIl they for fihe duratian of this M4U have, scrutinized business operatians zn Sudan or Iran as defined in A.R.S. § 35-391 and A.R.S. § 35-393, respectively. 17. Conflict of inferest. Tl�is MOU is subject to the provisians of A.R.S. § 38-511, �vhich pxovides for termination in certain instances involving conflic�s of interest. 18. Attorneys' fees. The prevailing Party in a civil action to en£orce this MC}U shall be enii�led to recover f�om the otlter Party, in addition to any relief to which such prevail- ing Party may be entitled, all costs, expenses and reasonable attorneys' #ees incurred in cannection with that civil action. 19. Gaverning Iazu. This MOU sI1a11 be construed in accordance with the Iaws of the State of Arizona. 20. Terniination. Either Party m.ay termiilate its participatian in this MOU for any reason upon a# least 15 days' prior written i�atice to the other Party. 21. Miscellr�neous. a. This MOU may not be rnod'z£ied except in a writing signed Uy both af the Par- fiies. b. The captions and sectiaiz nurnbers appearing in this MOU are inserted only as a matter of convenience, and do not define, limit, construe or describe the scape or intent of such sections or articles a# tllis MOU. {00033i20.UOC/3} MARAIVA BLIIEGI2taSS FGSTIVAL MfjU 3/11i20}3 JF -$_ c. Tlvs MOU 7�tay be executed i� xztullipl� counf�xparts, each o� w�uch shail, fo�r aIl purposes, be deemed an o�glnal and alI of w�.icty taken tagethex, sl�uall const�tute one and the same agreeme�n�. IN W7C[tvPSS w�oF, the Paz�ies k�ave duly executed ttus instrumez�t 1�elowv. The "�own': TOWN bP MA1�1NA, an Ai'�zozta munici- paI corpo�rat�on �d ne Ma w r Date: �'�?O� A!'T�51': �� %N o k Date envnn��ra-► ec-m Rnan�t� �ooa�3�xoaaocrs� The "Associatitox�s"': DBSER'C $LUEGRASS A.SSOCCATIC>N, ax1 Arizona non-prc7f'it crnpoxataon �ohn David, P�res�dern ' Dat� � /S �I ,Ak�ZONA BLLT�G�A.� A��TZ�N, an Arzzona �.rnn profit caz�poxat�on �-+---� � � �/ �'�.''.�". -- Ned Robbix�s, Co-C�airu�,� Date � '2�7 ( �s ]M.�ztn�,� Bu��ass �r�rtvA�, M4U -b- 3li t/2013 J� Resource Park Soccer Field Ball field Ramada Ramada large Pavillion Stage Stage extensions Event set up Event custodial Event tear down U nit ea/day ea/day ea/day ea/day ea/day 2 day ea hr hr hr Administratrive support & hr promotion Total support (in dollars) EXHIBIT A- Town of Marana In-Kind Support and Assistance to Marana Bluegrass Festivai Unit Quantitv Unit Cost 1 95 4 95 5 160 1 192 1 240 1 400 1 105 48 15 28 15 24 - 15 60 20 Total 190 760 1600 384 480 400 105 720 420 360 1200 6619