HomeMy WebLinkAboutResolution 2015-097 Agreement regarding the presentation of the 2015 Marana Chamber Big Green EventMARANA RESOLUTION NO. 2015-097
RELArrING TO SPECIAL EVENTS; APPROVING AND AUTHORIZING THE MAYOR. To
EXECUTE AN AGREEMENT BETWEEN THE TOWN OF MARA.NA. AND MARANA
CHAMBER OF COMMERCE, INC. REGARDING THE PRESENTATION OF TI---IE 2015
MARANA CHAMBER BIG GREEN EVENT
WHEREAS on January 6, 2015, the Town Council adopted the Town of Marana
Strategic Plan III which identifies Community as one of its five focus areas and includes the
initiative to mar Marana as a destination for unique, family - friendly events; and
WHEREAS Marana Chamber of Commerce, Inc. ("Chamber") is a nonprofit corporation
serving the business and professional community as the voice of commerce, providing numerous
programs an s ervices to imp rove the econ en vironment for its members and the com munity
as a whole; and
WHEREAS the Town and the Chamber, by and through its Green Committee, desire to
enter into an agreement regarding the presentation of the 2015 Big Green Marana Event on
November 7, 2015, the purpose of which is to demonstrate that business and green are
compatible and show by example the way to a more sustainable lifestyle and business model and
WHEREAS the Town Council finds that approval of an agreement related to the
presentation of the 2015 Marana Chamber Big Green Event 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 rF IE
TOWN OF MARANA., ARIZONA, as follows:
SECTION 1. The agreement between the Town of Marana and Marana Chamber of
Commerce, Inc. regarding the presentation of the 2015 Marana Chamber Bi Green Event,
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 agreement.
Marana ReSOILition N«. 2015-097 w � -
PASSED AND ADOPTED b the Ma and Council of the Town of Marana, Arizona,
this 15th da of September, 2015.
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MAR l Ma Ed qonea/
ATTEST : ; , APPROVED AS TO FORM:
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ocel Bronson, Town Clerk C�4 Fr k Ca Town At rne
Marana Resolution No. 2015-097 -2-
AGREEMENT BETWEEN THE TOWN OF MARANA AND MARANA
CHAMBER OF COMMERCE FOR THE 2015 MARANA CHAMBER BIG
GREEN EVENT
THs AGREEMENT (the "Agreement" ) is entered into by and between the TOWN OF
MARANA, an Arizona municipal corporation (the "Town ") and MARANA CHAMBER OF
COMMERCE, INC., an Arizona 501 (c) (6) nonprofit corporation. ("'CHAMBER"). The Town
and CHAMBER are sometimes collectively referred to in this Agreement as the "'Par-
ties," each of which is sometimes individually referred to as a "Party."
RECITALS
A. In January 2015, the Town Council of the Town of Marana adopted the Town of
Marana Strategic Plan III (the "'Plan"). The Plan identifies Community as one of Its five
focus areas. Under the Community focus area, the Plan includes an Initiative to market
Marana as a destination for unique, family-friendly events.
B. CHAMBER is a nonprofit corporation serving the business and professional
community as the voice of commerce, providing numerous programs and services to
improve the economic environment for its members and the community as a whole.
C. The Town and CHAMBER, by and through its Green Committee, desire to enter
into an agreement regarding the presentation of the 2015 Big Green Marana Event on
November 7, 2015. The purpose of the Big Green Marana Event is to demonstrate that
business and green are compatible and show by example the way to a more sustainable
lifestyle and business model.
D. The Town finds that the benef Its to the Town resulting from CHAMBER's pro-
duction and presentation of the 2015 Big Green Marana Event have a value at least
equal to the fair market value of the in -kind support and assistance to be provided to
CHAMBER by the Town pursuant to this Agreement.
AGREEMENT
Now, THEREFORE, based on the foregoing recitals, which are incorporated here as the
intent of the Parties in entering into this Agreement, and in consideration of the terms of
this Agreement, the Parties hereby agree as follows:
1. Services to be performed by CHAMBER. CHAMBER, by and through its Green
Committee, shall plan., develop and present the 2015 Big Green Marana Event (the
"Event") at Crossroads at Silverbell District Park, 7548 N. Silverbell Road, as set forth in
this paragraph 1. The Event will be held on November 7, 2015, from 10:00 am to 3:00
pm. The Event will include Main Stage Demonstrations and Talent, Hands --on Big
00042846.DOC 13 2015 MARANA CHAMBER BIG GREEN EVENT AGREEMENT 8/25/2015 JT
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guarantee or promise regarding the amount of compensation CHAMBER will receive
due to these fees. CHAMBER shall make available to the Town for inspection any
books, ledgers or statements kept by CHAMBER regarding activities conducted pursu-
ant to this Agreement. CHAMBER shall be liable for all takes applicable to the proceeds
received by CHAMBER under this Agreement.
4. Effective date and duration. This agreement shall be effective as of the signature
date of the last Party to sign this Agreement, and shall remain in effect until Novem-
ber 30, 2015. Notwithstanding the foregoing, the indemnif ication provisions set forth in
paragraph 8 below shall survive termination of this Agreement.
5. Relationship of the parties. In the performance of the services contemplated by this
Agreement, CHAMBER shall act solely as an independent contractor, and nothing ex-
pressed or implied in this Agreement shall be construed to create the relationship of
employer and employee, partnership, principal and agent, or to create a j-oint venture
between the Town and CLAMBER.
6. Use of Town logo and sear. The Town grants CHAMBER a limited license to use, at
no cost, the Town's logo and seal in CHA.MBER"s performance of the services described
in this Agreement. CHAMBER shall not use the Towns logo and seal for any other
purpose or use. CHAMBER shall not modify, revise or alter the Town's logo or seal in
any way.
7. Insurance. During the terns of this Agreement, CHAMBER shall maintain insur-
ance front, carriers acceptable to the Town with the following required minimum cover-
ages and limits, and the Town shall be named as an additional insured on the commer-
cial general liability insurance policy for the purposes of CHAMBER's activities in rela-
tion to the Event pursuant to this Agreement:
Worker's Compensation:
Employer's Liability:
Commercial General Liability:
Business Auto Liability:
Statutory
U.S. $100,000
U.S. $1,000,000 per occurrence
U.S. $2,000,000 aggregate
U.S. $1,000,000 combined single limit
a. CHAMBER shall deliver one or more certificates of insurance evidencing cov-
erage as described in this paragraph 7 to the Town upon execution of this Agree-
ment and prior to commencing any activities pursuant to this Agreement. CHAM-
BER shall also deliver new certificates of insurance each time the policy(s) is updat-
ed. All certificates shall be delivered to the Town's Parks and Recreation Director.
b. As an additional insured on CHAMBER's commercial general liability policy,
the Town shall be provided coverage for any liability arising out of operations per-
formed in whole or in part by or on behalf of CHAMBER. CHAMBER shall deliver
additional insured endorsement(s) along with the certificate(s) of insurance required
by subparagraph (a) above. The additional insured endorsement form identification
00042846.DOC 13 2015 MARANA CHAMBER BIG GREEN EVENT AGREEMENT 8/25/2015 JF
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10. Notices. All notices, requests, demands, and other communications under this
Agreement 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: Parks and Recreation Director
11555 W. Civic Center Drive - Bldg A3
Marana, Az 85653
If to CHAMBER, to: MARANA CHAMBER OF COMMERCE, INC.
Attn: President/ CEO
13881 North Casa Grande Highway
Marana, Arizona 85653
11. Entire agreement. This Agreement constitutes the entire agreement and under-
standing of the Parties pertaining to the subject matter of the Agreement and super-
sedes all offers, negotiations, and other agreements of any kind. All prior and contem-
poraneous agreements, representations and understandings of the Parties, oral or writ-
ten, are superseded and merged in this Agreement.
12. Authority to execute agreement. The individuals executing this Agreement hereby
represent that they have full right, power, and authority to execute this Agreement on
behalf of their respective Parties.
13. Force majeure. Notwithstanding any other term, condition or provision of this
Agreement to the contrary, if any Party to this Agreement is precluded from satisfying
or fulfilling any duty or obligation imposed upon it due to labor strikes, material short-
ages, 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 per-
formance by such Party of such duty or obligation shall be extended for a period equal
to the delay occasioned by such events.
14. Immigration iaios. CHAMBER warrants that it 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 that pursuant
to A.R.S. § 41 -4401 and effective September 30, 2008, a breach of this warranty is a mate-
rial breach of this Agreement subject to penalties up to and including termination of
this Agreement, and that the Town retains the legal right to inspect the papers of any
employee who performs work or services pursuant to this Agreement to ensure compli-
ance with this warranty.
15. Conflict of interest. This Agreement is subject to the provisions of A.R.S. § 38 -511,
which provides for termination in certain instances involving conflicts of interest.
16. Attorneys' fees. The prevailing Party in a civil action to enforce this Agreement
shall be entitled 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 in-
curred in connection with that civil action.
00042846.DOC 13 2015 MARANA CHAMBER BIG GREEN EVENT AGREEMENT 8/25/2015 F
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IN WITNESS WHEREOF, the Parties have dul executed this instrument below.
The "Town":
TOWN OF MARANA,, an Arizona munici-
pal corporation
Ed 4hone ,Ma
Date: 9 / !-�'
ATTEST',
V wn CIE Date
APPROVED AS To FORM'.
A,
owi Date
STATE OF
)ss.
Count of —)
"CHAMBER".
MARANA CHAMBER OF COMMERCE, INC.,
an Arizona corporation
Ed Stolmaker, President/ CEO
Date � � r � B �
k7 l k�,) e, �
Federal 1. D. # Z5 ' C 6 7 9 S6 0
The fore instrument was acknowled before me this da of
2015 b Ed Stomaker, President/CEO of MARANA CHAMBER OF
COMMEACE, INC., an Arizona corporation, on behalf of the corporation.
(Seal)
BRA DA FAHRM1=7ER Notar Public
Notar Pubic - Sto of Arizona
PIMA COUNTY
M Commlsslon Exp1res
November 30, 2017
00042846. DOC 13 2015 MARANA CHAMBER BIG GREEN EVENT AGREEMENT 812512015.1E
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EXHIBIT A
Release and Indemnification A eement. In consideration of the acceptance of my
Vendor Application for the Big Green Marana Event to be held November 7, 2015, I do
hereby, for myself, my children, my heirs, executors and assigns, release the Town of
Marana (Town) and the Marana Chamber of Commerce, Inc. (Chamber), and their
respective agents, officials and employees from liability for any harm, injury, or dam-
age, which I, or my minor children, may suffer while participating in the above -
described event. This includes all risks that are connected with the event whether fore-
seen or unforeseen. Additionally, I agree to defend, save, hold harmless, and indemnify
the Town and Chamber, and their respective 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 my errors, omissions, or negligent or intentional acts in
connection with the above - described event. I am of lawful age and legally competent to
execute this Agreement. I understand the terms of this Agreement and have agreed to
its terms as my own free act.
If I am acting on behalf of an organization, I certify that I am the agent of the organiza-
tion, I am acting on the organization's behalf, and I am duly authorized to execute this
Release and Indemnif ication Agreement on the organization's behalf.
By signing below, I acknowledge that I have read and agree to abide by all the terms,
conditions, rules and regulations outlined in this Vendor Application Form and that I
have read and understand the terms of this Release and Indemnification Agreement
and agree that I shall be bound by its teams and conditions.
VENDOR'S INFORMATION:
Name:
Address:
Telephone No.:
E-mail Address:
Signature:
Date:
00042846.DOC l3 2015 MARANA CHAMBER BIG GREEN EVENT AGREEMENT 8/25/2015 JT
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1 ME I 1 • 1i.'
Town of Marana in -Kind Support to chamber of commerce Big Green Event
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Crossroads at Siiverbell Park
Event Area
per day
1
$200.00
$200.00
Soccer Field 1
per hour regular
2
$5.00
$10.00
Soccer Field 1
per hour prime
5
$8.00
$40.00
Showmobile Stage
per event
1
$400.00
$400.00
Stage Personnel
per hour
7
$30.00
$210.00
Variable Message Boards
per day
4
$150.00
$600.00
Tree Planting Ceremony
each
1
$350.00
$350.00
Administrative Support
per hour
15
$30.00
$450.00
Total Support $2,060.00