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HomeMy WebLinkAboutResolution 2020-012 Approving the 2020 Big Green EventMARANA RESOLUTION NO. 2020-012 RELATING TO PARKS AND RECREATION; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT BETWEEN THE TOWN OF MARANA AND MARANA CHAMBER OF COMMERCE, INC. REGARDING THE PLANNING, DEVELOPMENT AND PRESENTATION OF THE 2020 BIG GREEN EVENT WHEREAS the Town of Marana is dedicated to providing exceptional community events that create opportunities for citizen engagement as directed by the Community focus area of the Town's Strategic Plan; and WHEREAS the Marana Chamber of Commerce, Inc. ("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; and WHEREAS the Town and Chamber desire to enter into an agreement regarding the presentation of the 2020 Big Green Event on November 7, 2020; and WHEREAS the purpose of the Big Green Event 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 Marana Town Council finds that the benefits to the Town resulting from Chamber's production and presentation of the 2020 Big Green 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. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE 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 2020 Big 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. 00068292.DOCX /1 Marana Resolution No. 2020-012 - 1 - 2/18/20201:29 PM PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 18th day of February 2020. Mayor Ed Honea ATTEST: Cherry L. La s n, Town Clerk y, Town Attorney 00068292.DOCX /1 Marana Resolution No. 2020-012 - 2 - 2/18/20201:29 PM r AGREEMENT BETWEEN THE TOWN OF MARANA AND MARANA CHAMBER OF COMMERCE FOR THE 2020 MARANA CHAMBER BIG GREEN EVENT THIS 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. The Town of Marana is dedicated to providing exceptional community events that create opportunities for citizen engagement as directed by the Community focus area of the Town's Strategic Plan. 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 2020 Big Green Event on Novem- ber 7, 2020. The purpose of the Big Green 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 benefits to the Town resulting from CHAMBER's pro- duction and presentation of the 2020 Big Green 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 2020 Big Green Event (the "Event") at Marana Heritage River Park, 12375 N. Heritage Park Dr. as set forth in this paragraph 1. The Event will be held on November 7, 2020, from 11:00 am to 5:00 pm. The Event will include main stage demonstrations and talent, hands-on Big Green Kid's Activity Zone, raffle prizes, entertainment, food and fun, green exhibitors and innovative technology, 00067638 DOC/ 1 2020 MARANA CHAMBER BIG GREEN EVENT AGREEMENT 1/2/2020 JF -1- interactive, money -saving green tips and workshops for businesses and residents, and other related activities. a. CHAMBER shall recruit, select, approve and contract with demonstrators, tal- ent, and vendors consistent with the theme of the Event and the terms of this Agreement. CHAMBER shall ensure that all Event vendors possess a current Town of Marana business license as of the date of the Event, if applicable. CHAMBER shall also ensure that all food vendors possess a current and appropriate permit from the Pima County Health Department, if required, as of the date of the Event. CHAMBER shall also ensure that all mobile food vendors provide evidence that all mobile food units have passed a fire inspection by a fire department in this state within the preceding 12 months, as required by Marana Town Code Section 9-13- 7(A). b. CHAMBER shall provide a complete listing of Event vendors to the Town at least one week prior to the Event. c. CHAMBER shall ensure that all Event vendors enter into a release and indem- nification agreement in the form set forth in Exhibit A, attached hereto and fully in- corporated herein by this reference. CHAMBER shall provide the completed release and indemnification agreements to the Town with the vendor list required by sub- paragraph b above. d. CHAMBER shall ensure that any children's amusement vendors, including jumping castle and other inflatable vendors, and rockclimbing wall vendors, con- tracted for the Event are vendors approved by the Town of Marana Parks and Rec- reation Department. e. CHAMBER shall provide sufficient staffing to present and run the Event. f. CHAMBER shall also provide the Town with the following: i. Exclusive use of "Recreation' as the Town's sponsorship theme for the Event. ii. A 10' by 10" covered booth, a table, and chairs for the Towns use at the Event. iii. Inclusion of the Towns logo on CHAMBER'S social media, website, and Event collateral. iv. Inclusion of the Towns logo on Event banners and all entrance signage, and mention in any media buys/public service announcements. v. Stage mentions at each demonstration at the Event, and opportunity for Town staff member to speak on stage for up to two minutes. 2. Support and assistance to be provided by the Tozun. The Town shall provide in-kind support and assistance, at no cost to CHAMBER, as set forth in Exhibit B, attached 00067638. DOC /1 2020 MARANA CHAMBER BIG GREEN EVEN'r AGREEMENT 1/2/2020 JF -2- hereto and incorporated herein by this reference. In addition to the support and assis- tance listed in Exhibit B, the Town shall also: a. Cross -promote the Event through the Town's media/ communication outlets. b. Assist CHAMBER in coordinating a traffic and safety plan for the Event. c. Staff the Town's Event booth with personnel able to discuss the Towns "Rec- reation" sponsorship theme. d. Allow CHAMBER early access to Town park reservations. 3. Expenses; fees; books; taxes. Except as provided in paragraph 2 above, CHAMBER shall be responsible for all of its operating expenses. CHAMBER may assess, collect and retain fees from those who wish to participate in the Event. The Town makes no 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 taxes 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 7, 2020. Notwithstanding the foregoing, the indemnification provisions set forth in paragraph S 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 joint venture between the Town and CHAMBER. 6. Use of Town logo. The Town grants CHAMBER a limited license to use, at no cost, the Town's logo in CHAMBER's performance of the services described in this Agree- ment. CHAMBER shall not use the Town's logo for any other purpose or use. CHAM- BER shall not modify, revise or alter the Town's logo in any way. 7. Insurance. During the term of this Agreement, CHAMBER shall maintain insur- ance from 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 and liquor liability insurance policies for the purposes of CHAM- BER's activities in relation to the Event pursuant to this Agreement: 00067638 DOC /1 2020 MARANA CHAMBER BIG GREEN EVENT AGREEMENT 1/2/2020 JF -3- Worker's Compensation: Employer's Liability: Commercial General Liability: Business Auto Liability: Liquor 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 U.S. $1,000,000 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 Legal Department. b. As an additional insured on CHAMBER's commercial general liability and liquor liability policies, the Town shall be provided coverage for any liability arising out of operations performed in whole or in part by or on behalf of CHAMBER. CHAMBER shall deliver additional insured endorsement(s) along with the certifi- cate(s) of insurance required by subparagraph (a) above. The additional insured en- dorsement form identification number shall also be included within the description box on the certificate of insurance and the applicable policy number shall be includ- ed on the endorsement. c. All policies required pursuant to this paragraph 7 shall be endorsed to contain a waiver of transfer of rights of recovery (subrogation) against the Town, its agents, officers, officials, and employees for any claims arising out of CHAMBER's work or service. Endorsements evidencing this waiver of subrogation shall be provided to the Town along with all other insurance documentation required by this Article. d. The certificate(s) shall also stipulate that the insurance afforded CHAMBER 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 provid- ed by CHAMBER. Coverage provided by CHAMBER shall be primary insurance with respect to all other available sources. e. The insurance requirements specified in this paragraph 7 may not be changed or modified except by written agreement signed by both Parties. f. During the term of this Agreement CHAMBER shall give the Town at least 30 calendar days' written notice prior to a planned cancellation or reduction of any coverage required by this paragraph 7. CHAMBER shall give the Town immediate notice of any other cancellation or reduction of any coverage required by this para- graph 7. Cancellation or reduction of any coverage required by this paragraph 7 is grounds for termination of this Agreement by the Town. 8. Indemnification. CHAMBER agrees to defend, save, hold harmless, and indemnify the Town, its officials, employees, agents, successors, and assigns from and against any 00067638 DOC /1 2020 MARANA CHAMBER BIG GREEN EVENT AGREEMENT 1/2/2020 IF -4- 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 CHAM- BER'S errors, omissions, or negligent acts in the performance of services pursuant to this Agreement, or the errors, omissions or negligent acts of any party CHAMBER contracts with in the performance of services pursuant to this Agreement, anyone directly or indirectly employed by CHAMBER, or anyone for whose acts CHAMBER may be lia- ble. 9. Regulatory compliance and approvals. Each Party shall at its own expense comply with all applicable federal, state and local laws, rules, and regulations in connection with its obligations under this Agreement. As part of this obligation, CHAMBER shall obtain any and all permits required by the Town, the Northwest Fire District, or any other appropriate regulatory agency for its activities under this Agreement. In consid- eration of the services to be performed by CHAMBER under the terms of this Agree- ment, to the extent legally permissible, the Town agrees to waive all Town of Marana review and permit fees that CHAMBER would normally be required to pay for CHAMBER's activities pursuant to this Agreement. 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: Special Events Coordinator 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 00067638.DOC /1 2020 MARANA CHAMBER BIG GREEN EVENT AGREEMENT 1/2/2020 JF -5- 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 laws. 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. Israel boycott divestments. If applicable or required, CHAMBER certifies that it is not currently engaged in, and agrees for the duration of this Agreement to not engage in, a boycott of Israel as defined by A.R.S. § 35-393. 17. 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. 18. Governing law. This Agreement shall be construed in accordance with the laws of the State of Arizona. 19. Termination. Either Party may terminate its participation in this Agreement for any reason upon at least 15 days' prior written notice to the other Party. 20. Miscellaneous. a. This Agreement may not be modified except in a writing signed by both of the Parties. b. The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience, and do not define, limit, construe or describe the scope or intent of such sections or articles of this Agreement. c: This Agreement may be executed in multiple counterparts, each of which shall, for all purposes, be deemed an original and all of which, taken together, shall consti- tute one and the same agreement. [SIGNATURE PAGE FOLLOWS] 00067638 DOC /1 2020 MARANA CHAMBER BIG GREEN EVENT AGREEMENT 1/2/2020 JF -6- IN WITNESS WHEREOF, the Parties have duly executed this instrument below. The "Town': TOWN OF MARANA, an Arizona munici- pal corporation Ed Honea, Mayor Date: -,.2Z, �� /V ZO 26 "CHAMBER": MARANA CHAMBER OF COMMERCE, INC., an Arizona 501(c)(6) nonprofit corpora- tion Al k I Af) j5 Audra Winters, President/CEO Date WW— ATTEST. Federal I.D. # Town Cle Date APPROVED ASLTO F4 Q%4 STATE OF P ri,7 m a, ) (� � ) ss. County of T I MGL ) The foregoing instrument was acknowledged before me this -7 day of Ct r( 2020 by Audra Winters President/CEO of MARANA CHAMBER OF COMMERCE, NC., an Arizona 501(c)(6) nonprofit corporation, on behalf of the corpora- tion. (Seal) TERI A VASQUEZ l Notary Public, State of Arizona ,28 Pima County Commission M 555391 Notary Public My Commission Expires 16 April 29, 2022 00067638.DOC /1 2020 MARANA CHAMBER BIG GREEN EVEN"r AGREEMENT' 1/2/2020 JI: -7- LIST OF EXHIBITS Exhibit A: Form of Release and Indemnification Agreement Exhibit B: Spreadsheet listing Town In -Kind Support and Assistance 00067638.DOC /t 2020 MARANA CHAMBER BIG GREEN EVENT AGREEMENT 1/2/2020 Jr EXHIBIT A to Agreement between the Town of Marana and Marana Chamber of Commerce for the 2020 Marana Chamber Big Green Event Release and Indemnification Agreement. In consideration of the acceptance of my Vendor Application for the Big Green Event to be held November 7, 2020, I do hereby, for myself, my child/ren, 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 damage, which I, or my minor child/ren, may suffer while participating in the above-described event. This includes all risks that are connected with the event whether foreseen 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 re- sulting 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 Indemnification Agreement on the organizations 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 terms and conditions. VENDOR'S INFORMATION: Name: Address: Telephone No.: E-mail Address: Signature: Date: 00067638.DOC /1 2020 MARANA CHAMBER BIG GREEN EVENT AGREEMENT 1/2/2020 JF 9 Total In -Kind Contribution $4,251.00 EXHIBIT C Town of Marana In -Kind Support to 2020 Marana Chamber Big Green Event Resource Unit Unit Quantity Unit Cost Total In -Kind Contribution Special Event Permit 1 ea/day 3 $300.00 $900.00 Event custodial hour 20 $21.00 $420.00 Cross Promote Event on Town Website 5 $28.00 $140.00 Staffing Town booth hour 12 $28.00 $336.00 Event Tear -down hour 20 $21.00 $420.00 Traffic Control Plan and Devices Plan and Set Up $1,615.00 Administrative Support hour 15 $28.00 $420.00 Total In -Kind Contribution $4,251.00