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HomeMy WebLinkAboutResolution 2022-062 Approving and Authorizing the Mayor to Execute a Funding Agreement Between the Town of Marana and the Marana Chamber of Commerce FY2022-223 MARANA RESOLUTION NO. 2022-062 RELATING TO ECONOMIC DEVELOPMENT; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE A FUNDING AGREEMENT BETWEEN THE TOWN OF MARANA AND THE MARANA CHAMBER OF COMMERCE,INC.FOR FISCAL YEAR 2022-2023 TO SUPPORT OPERATION OF THE MARANA VISITOR CENTER AND PROVISION OF SERVICES TO THE MARANA COMMUNITY WHEREAS the Marana Strategic Plan IV includes "Commerce" as a focus area with a principle statement to seek and retain diverse industries and commerce in order to promote sustainable economic health; and WHEREAS the Marana Chamber of Commerce operates the Marana Visitor Center and provides other services to the Town and the community; 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, ARIZONA, that the funding agreement between the Town of Marana and the Marana Chamber of Commerce,Inc. for FY 2022-2023, 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. BE IT FURTHER RESOLVED that 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 funding agreement. PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, this 21st day of June, 2022. Mayor Ed Honea ATTE T APPROV- 0 AS TO FORM: t4,00 ‘r,ifS1 11111. Cherry L. Law.on, own Clerk Janfirall, Town Attorney 00081333.DOCX/1 .166A Resolution No. 2022-062 - 1 - MARANA AZ ESTAlLISHED 1977 Exhibit A to Marana Resolution No. 2022-062 FUNDING AGREEMENT MARANA CHAMBER OF COMMERCE,INC. THIS FUNDING AGREEMENT ("Agreement") is entered into by and between the TOWN OF MARANA, an Arizona municipal corporation ("Town") and the 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." RECITALS A. Town has established a need for economic development activities to en- sure a sustainable community. B. Commerce is identified as one of the five focus areas of the Marana Stra- tegic Plan adopted by the Town Council. C. Chamber operates a Visitor Center and provides other services for the community that provide information about Town's attractions and business ser- vices 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 antici- pated benefits of the funding. AGREEMENT Now, THEREFORE, based on the foregoing recitals, which are incorporated here by reference, the Parties agree as follows: Section 1. Funding. Town hereby commits $70,000 of funding from Town's Fiscal Year 2022-2023 budget to Chamber to assist in funding Chamber's activities under this Agreement. Section 2. Outputs. Between July 1, 2022 and June 30, 2023, 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 estab- lished business hours of Monday through Thursday, 9:00 am to 4:00 pm, 00081331.DOCX/lChamber contract FY 22-23.DOC - 1 - Exhibit A to Marana Resolution No. 2022-062 and Friday 9:00 am to 12:00 pm, observing regular holidays, and will com- ply with all regulations established by the Arizona Office of Tourism for the operation of Local Visitor Information Centers. The Chamber and Town will collaborate on finding ways to improve the Visitor Center's ap- pearance and experience, and staffing from volunteers. 2.2. Chamber will provide a link on its website to the Town's tourism website for visitor information. 2.3. Chamber will provide opportunities, as requested, for representa- tives of Town to address the Marana community. These opportunities may be as part of another event organized by Chamber,including Chamber net- working breakfasts, Quarterly Business Connection lunches, community and regional updates, legislative and economic development briefings, or other similar events. 2.4. Chamber will produce and distribute a map of Marana streets and incorporated boundaries and a membership directory. Town may request from Chamber a maximum of 2,500 maps and 2,500 directories for its own distribution. 2.5. Chamber will organize and execute the "State of the Town" event to provide Town officials the opportunity to address the community on current affairs. 2.6. Chamber will collaborate with Town on questions and methodol- ogy used to conduct surveys of the Marana community regarding the local business climate. 2.7. Chamber will partner with Town to promote tourism, including, but not limited to,participating in any tourism development initiatives or- ganized and implemented by Town. 2.8. Chamber will partner with the Marana Tourism office on events and activities to promote the film industry in Town. Section 3. Payments. Town shall pay Chamber in three installments of $23,333.33 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 quar- ter for which Chamber receives funding under this Agreement or before receiv- ing 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 2 of this Agreement. Town may additionally request a written or oral 00081331.DOCX/1Chamber contract FY 22-23.DOC - 2 - Exhibit A to Marana Resolution No. 2022-062 report from Chamber at any time demonstrating Chamber's progress in comply- ing with each of the outputs listed in Section 2 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 minimum coverages for at least the term of this Agreement: 5.1. $1,000,000 per occurrence commercial general liability coverage with Town listed as additional insured. Chamber shall deliver an addi- tional insured endorsement along with the certificate(s) of insurance re- quired by this Section. As an additional insured, Town shall be provided coverage for any liability arising out of operations performed in whole or in part by or on behalf of Chamber. 5.2. $1,000,000 per occurrence business automobile liability (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 staff). 5.5. The coverage requirements specified in this Section may not be changed or modified except by written agreement signed by all Parties. Section 6. Corporate Documents. Before receiving initial payment under this Agreement,Chamber shall ensure that copies of the following Chamber doc- umentation, including any and all amendments are on file with Town: 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 Di- rectors. 6.5. Internal Revenue Service designation letter. Section 7. Amendments to Insurance and Documentation. True and accu- rate 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. Amendments 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 contract FY 22-23.DOC - 3 - 00081331.DOCX/1Chamber con t Exhibit A to Marana Resolution No. 2022-062 Chamber restores the minimum insurance coverages or restores Chamber's abil- ity to deliver the outputs. Section 8. Default and Dispute Resolution. If either Party defaults (the "Defaulting 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 shall 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 arbi- tration proceedings set forth in paragraphs 8.1 and 8.2 below. 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 com- mencement of arbitration. The mediation shall be held under the commer- cial 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 selection of a mediator within seven days, then within three days thereafter Town shall (on its be- half 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 inde- pendent mediator. The cost of mediation 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 mor- atorium period. 8.2. Arbitration.If mediation(paragraph 8.1 above)fails to result in res- olution 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 all Parties to binding arbitration in accordance with the rules of the American Arbitration Association and the Arizona Uniform Arbitration Act, A.R.S. § 12-501 et seq., and judgment upon the award ren- dered by the arbitrator(s) may be entered in a court having jurisdiction. Section 9. Indemnification. Chamber agrees to defend, save, hold harm- less, and indemnify Town, its officials, employees, agents, successors, and as- signs 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 de- mands of whatsoever nature or kind, in law or in equity, in tort or in contract, or otherwise caused by or resulting from Chamber's errors, omissions, or negligent acts in the performance of activities pursuant to this Agreement. 00081331.DOCX/1Chamber contract FY 22-23.DOC - 4 - Exhibit A to Marana Resolution No. 2022-062 Section 10. Manner of Serving. All notices, filings, consents, approvals and other communications provided for in or given in connection with this Agreement shall 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 other addresses as any Party may from time to time designate in writing and deliver in a like manner): To Town: TOWN OF MARANA Director of Economic Development and Tourism 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 Chamber: MARANA CHAMBER OF COMMERCE,INC. President and CEO 13251 N. Lon Adams Rd. Marana, Arizona 85653 Section 11. Waiver. No delay in exercising any right or remedy shall con- stitute 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 succeeding 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 Party to enforce any of the terms of this Agreement, or by reason of any breach or default of this Agreement, the prevailing Party shall be paid all reasonable costs and reasonable attorneys' fees by the other Party,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. Headings. The descriptive headings of this Agreement are in- serted to assist in understanding the meaning and construction of this Agree- ment. Section 14. Recitals. The Recitals set forth at the beginning of this Agree- ment are hereby acknowledged,confirmed to be accurate and incorporated here. 00081331.DOCX/1Chamber contract FY 22-23.DOC - 5 - Exhibit A to Marana Resolution No. 2022-062 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 Agreement. Section 17. No Assignment. Chamber's obligations under this Agreement may not be assigned without the written consent of the Town Manager or de- signee. Section 18. No Partnership and Third Parties. It is not intended by this Agreement to, and nothing contained in this Agreement shall, create any part- nership, joint venture or other arrangement between Town and Chamber. No term or provision of this Agreement 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 shall have any right or cause of action under this Agreement. Section 19. Other Instruments. Each Party shall, promptly upon the re- quest of the other, have acknowledged and delivered to the other any and all further instruments and assurances reasonably requested or appropriate to evi- dence 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 Agree- ment. All prior and contemporaneous agreements, representation and under- standing 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 Standing; 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 munic- ipal corporation with authority to enter into this Agreement under applicable state laws. Each Party represents and warrants that the individual executing this Agreement on its behalf is authorized and empowered to bind the Party on whose behalf each such individual is signing. 00081331.DOCX/1Chamber contract FY 22-23.DOC - 6 - Exhibit A to Marana Resolution No. 2022-062 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 Agreement. Section 17. No Assignment. Chamber's obligations under this Agreement may not be assigned without the written consent of the Town Manager or de- signee. Section 18. No Partnership and Third Parties. It is not intended by this Agreement to, and nothing contained in this Agreement shall, create any part- nership, joint venture or other arrangement between Town and Chamber. No term or provision of this Agreement 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 shall have any right or cause of action under this Agreement. Section 19. Other Instruments. Each Party shall, promptly upon the re- quest of the other, have acknowledged and delivered to the other any and all further instruments and assurances reasonably requested or appropriate to evi- dence 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 Agree- ment. All prior and contemporaneous agreements, representation and under- standing 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 Standing; 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 munic- ipal corporation with authority to enter into this Agreement under applicable state laws. Each Party represents and warrants that the individual executing this Agreement on its behalf is authorized and empowered to bind the Party on whose behalf each such individual is signing. 00081331.DOCX/1Chamber contract FY 22-23.DOC - 6 - Exhibit A to Marana Resolution No. 2022-062 Section 24. Severability. 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. Governing Law. This Agreement is entered into in Arizona and shall be construed and interpreted under the laws of Arizona, and the Par- ties agree that any litigation or arbitration shall take place in Pima County, Ari- zona. 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 Agreement by reason of "force majeure," then the failure to perform shall not constitute a default 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 reason- able amount of time. "Force majeure" means any condition or event not reason- ably within the control of a Party, including without limitation, "acts of God," strikes,lock-outs, or other disturbances of employer/employee relations; acts of public enemies; orders or restraints of any kind of government 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; epidem- ics; landslides; lightning; earthquakes; 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 en- tities in certain instances involving conflicts of interest. Section 29. Immigration Laws. Chamber warrants that it,and any subcon- tractor 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 that pursuant to A.R.S. §41-4401 and effective Septem- ber 30, 2008, a breach of this warranty 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 papers of any employee who works on the Agreement to ensure compliance with this warranty. Section 30. Israel Boycott Divestments.Chamber certifies that it is not cur- rently 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. 00081331.DOCX/IChamber contract FY 22-23.DOC - 7 - Exhibit A to Marana Resolution No. 2022-062 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 all purposes on July 1, 2023, unless sooner terminated by the mutual consent of the Parties. IN WITNESS WHEREOF,the Parties have executed this agreement as of the date set forth below their respective signatures. Town: Chamber: THE TOWN OF MARANA, MARANA CHAMBER OF COMMERCE,INC., an Arizona municipal corporation an Arizona 501(c)(6) non-profit corpora- tion By: By: Ed Honea, Mayor Printed: Its: Date: Date: ATTEST: Cherry L. Lawson, Town Clerk APPROVED AS TO FORM: Jane Fairall,Town Attorney EXHIBITS A. Payment Request Form B. Quarterly Report Form 00081331.DOCX/1Chamber contract FY 22-23.DOC - 8 - TOWN OF MARANA EXHIBIT A - PAYMENT REQUEST FORM (FY 2022-2023) MARANAAgency/Contractor: Marano Chamber of Commerce, Inc. Project Name: Visitor's Center Operations Prepared by: Name: Title: Authorized by: Authorized Signer Date: Period Reimbursement Requested For: Payment Number: Expenditures This Period: $ +/-Adjustments (Program Income/Other): $ Net Request This Period: $ Line Approved Expenditures Expenditures Item Line Item Description Budget (A) This Period (B) Prior Periods (C) Balance (D) 1 . Services Support $ 70,000.00 $ -0- $ -0- $ 70,000.00 2. 3. 4. 5. TOTAL (must total Town of Marana award) $ $ $ $ NOTE: For each line item,the figures in Columns (B), (C), and (D) must total the figure in Column (A). MANAGER APPROVAL: QUARTERLY REPORT RECEIVED: ❑ YES DATE: FINANCE APPROVAL: CHECK NUMBER: DATE: All requests for budget changes are required to be submitted in writing and approved by Economic Development and Tourism. Changes will only be allowed as long as the total dollar amount contracted for remains the same,the costs are eligible and the 20%administrative cap is not exceeded. Failure to submit timely quarterly performance measures reports may delay the processing of payment requests. 00081331.DOCX/1 C a) ra o 0 w. C 3 O Cl) 'cii a) F. > U Q L 0 O ++ Cn y J V a) .5' L a Ca as 0 ca CO 1.4CUO .171 tea F- Q M r C O - W N CIN .–cl , O N o C N 4.. L C 0 a) i.. M O N j U O N a M C isN N �O d N U 8 i O0 a) E E C3 O t') U ' d v-Q— 44:3' N L 3 o E O N N a) —) Q _ fa) E as _c -_ — U .O O E 3 (o C .�_ O C N c ca c a a) O C N CD (0(.L y C U Es y — O .— QN c -a vOi — 0 O co QY '� y ° • ' y 4— CO E C > O d 4) s > L a O fa E w 8 o O L C▪D o° 3 r _ 0 co Ca ui 0 y >,O oo ui 0 ,L E a> '� a> 0 E " a' y U -.i O U � • 6 > � O >` U � 3 5- -° a) °' = ai 0u) m a> omp a> °cvr � a> ° v ° E co— X O a5g _c 'O i L O L ' i C O ° ° ' L i L C i U Z a o y � � 0 w; CziaHO `> C° ° (DEE � ° w E ° ° w � E ° Q C) C o (0 .Q U) 7 a) E w U) 3 "" (6 (o (4 7 C p CO 3 — a) CO _ fo CD d j 't3 7 N 'yd 3 0 0 0 7 a)as cic — 7 a) t�6 o0 0) O V o O o 0 Co co 0 o O oOri ai 2 0 O (n 0 0 �. O o 0 Q o FUNDING AGREEMENT MARANA CHAMBER OF COMMERCE,INC. THIS FUNDING AGREEMENT ("Agreement") is entered into by and between the TOWN OF MARANA, an Arizona municipal corporation ("Town") and the 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." RECITALS A. Town has established a need for economic development activities to en- sure a sustainable community. B. Commerce is identified as one of the five focus areas of the Marana Stra- tegic Plan adopted by the Town Council. C. Chamber operates a Visitor Center and provides other services for the community that provide information about Town's attractions and business ser- vices 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 antici- pated benefits of the funding. AGREEMENT NOW, THEREFORE,based on the foregoing recitals, which are incorporated here by reference, the Parties agree as follows: Section 1. Funding. Town hereby commits $70,000 of funding from Town's Fiscal Year 2022-2023 budget to Chamber to assist in funding Chamber's activities under this Agreement. Section 2. Outputs. Between July 1, 2022 and June 30, 2023, 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 estab- lished business hours of Monday through Thursday, 9:00 am to 4:00 pm, and Friday 9:00 am to 12:00 pm, observing regular holidays, and will 00081331.DOCX/1Chamber contract FY 22-23.DOC - 1 - comply with all regulations established by the Arizona Office of Tourism for the operation of Local Visitor Information Centers. The Chamber and Town will collaborate on finding ways to improve the Visitor Center's ap- pearance and experience, and staffing from volunteers. 2.2. Chamber will provide a link on its website to the Town's tourism website for visitor information. 2.3. Chamber will provide opportunities, as requested, for representa- tives of Town to address the Marana community.These opportunities may be as part of another event organized by Chamber,including Chamber net- working breakfasts, Quarterly Business Connection lunches, community and regional updates, legislative and economic development briefings, or other similar events. 2.4. Chamber will produce and distribute a map of Marana streets and incorporated boundaries and a membership directory. Town may request from Chamber a maximum of 2,500 maps and 2,500 directories for its own distribution. 2.5. Chamber will organize and execute the "State of the Town" event to provide Town officials the opportunity to address the community on current affairs. 2.6. Chamber will collaborate with Town on questions and methodol- ogy used to conduct surveys of the Marana community regarding the local business climate. 2.7. Chamber will partner with Town to promote tourism, including, but not limited to,participating in any tourism development initiatives or- ganized and implemented by Town. 2.8. Chamber will partner with the Marana Tourism office on events and activities to promote the film industry in Town. Section 3. Payments. Town shall pay Chamber in three installments of $23,333.33 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 quar- ter for which Chamber receives funding under this Agreement or before receiv- ing 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 2 of this Agreement. Town may additionally request a written or oral report from Chamber at any time demonstrating Chamber's progress in comply- ing with each of the outputs listed in Section 2 of this Agreement. 00081331.DOCX/1Chamber contract FY 22-23.DOC - 2 - 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 minimum coverages for at least the term of this Agreement: 5.1. $1,000,000 per occurrence commercial general liability coverage with Town listed as additional insured. Chamber shall deliver an addi- tional insured endorsement along with the certificate(s) of insurance re- quired by this Section. As an additional insured, Town shall be provided coverage for any liability arising out of operations performed in whole or in part by or on behalf of Chamber. 5.2. $1,000,000 per occurrence business automobile liability (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 staff). 5.5. The coverage requirements specified in this Section may not be changed or modified except by written agreement signed by all Parties. Section 6. Corporate Documents. Before receiving initial payment under this Agreement,Chamber shall ensure that copies of the following Chamber doc- umentation, including any and all amendments are on file with Town: 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 Di- rectors. 6.5. Internal Revenue Service designation letter. Section 7. Amendments to Insurance and Documentation. True and accu- rate 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. Amendments 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 restores the minimum insurance coverages or restores Chamber's abil- ity to deliver the outputs. 00081331.DOCX/lChamber contract FY 22-23.DOC - 3 - Section 8. Default and Dispute Resolution. If either Party defaults (the "Defaulting 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 shall 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 arbi- tration proceedings set forth in paragraphs 8.1 and 8.2 below. 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 com- mencement of arbitration. The mediation shall be held under the commer- cial 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 selection of a mediator within seven days, then within three days thereafter Town shall (on its be- half 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 inde- pendent mediator. The cost of mediation 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 mor- atorium period. 8.2. Arbitration.If mediation(paragraph 8.1 above)fails to result in res- olution 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 all Parties to binding arbitration in accordance with the rules of the American Arbitration Association and the Arizona Uniform Arbitration Act, A.R.S. § 12-501 et seq., and judgment upon the award ren- dered by the arbitrator(s) may be entered in a court having jurisdiction. Section 9. Indemnification. Chamber agrees to defend, save, hold harm- less, and indemnify Town, its officials, employees, agents, successors, and as- signs 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 de- mands of whatsoever nature or kind, in law or in equity,in tort or in contract,or otherwise caused by or resulting from Chamber's errors,omissions, or negligent acts in the performance of activities pursuant to this Agreement. Section 10. Manner of Serving. All notices, filings, consents, approvals and other communications provided for in or given in connection with this Agreement shall be validly given,filed,made,transmitted or served if in writing 00081331.DOCX/1Chamber contract FY 22-23.DOC - 4 - and delivered personally or sent by registered or certified United States mail, postage prepaid, to (or to such other addresses as any Party may from time to time designate in writing and deliver in a like manner): To Town: TOWN OF MARANA Director of Economic Development and Tourism 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 Chamber: MARANA CHAMBER OF COMMERCE,INC. President and CEO 13251 N. Lon Adams Rd. Marana,Arizona 85653 Section 11. Waiver. No delay in exercising any right or remedy shall con- stitute 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 succeeding 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 Party to enforce any of the terms of this Agreement, or by reason of any breach or default of this Agreement, the prevailing Party shall be paid all reasonable costs and reasonable attorneys' fees by the other Party,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. Headings. The descriptive headings of this Agreement are in- serted to assist in understanding the meaning and construction of this Agree- ment. Section 14. Recitals. The Recitals set forth at the beginning of this Agree- ment are hereby acknowledged,confirmed to be accurate and incorporated here. 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 Agreement. 00081331.DOCX/1Chamber contract FY 22-23.DOC - 5 - Section 17. No Assignment. Chamber's obligations under this Agreement may not be assigned without the written consent of the Town Manager or de- signee. Section 18. No Partnership and Third Parties. It is not intended by this Agreement to, and nothing contained in this Agreement shall, create any part- nership, joint venture or other arrangement between Town and Chamber. No term or provision of this Agreement 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 shall have any right or cause of action under this Agreement. Section 19. Other Instruments. Each Party shall, promptly upon the re- quest of the other, have acknowledged and delivered to the other any and all further instruments and assurances reasonably requested or appropriate to evi- dence 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 Agree- ment. All prior and contemporaneous agreements, representation and under- standing 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 Standing; 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 munic- ipal corporation with authority to enter into this Agreement under applicable state laws. Each Party represents and warrants that the individual executing this Agreement on its behalf is authorized and empowered to bind the Party on whose behalf each such individual is signing. Section 24. Severability. 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. Governing Law. This Agreement is entered into in Arizona and shall be construed and interpreted under the laws of Arizona, and the Par- ties agree that any litigation or arbitration shall take place in Pima County, Ari- zona. 00081331.DOCX/1Chamber contract FY 22-23.DOC - 6 - 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 Agreement by reason of "force majeure," then the failure to perform shall not constitute a default 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 reason- able amount of time. "Force majeure" means any condition or event not reason- ably within the control of a Party, including without limitation, "acts of God," strikes, lock-outs, or other disturbances of employer/employee relations; acts of public enemies; orders or restraints of any kind of government 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; epidem- ics; landslides; lightning; earthquakes; 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 en- tities in certain instances involving conflicts of interest. Section 29. Immigration Laws. Chamber warrants that it,and any subcon- tractor 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 that pursuant to A.R.S. §41-4401 and effective Septem- ber 30, 2008, a breach of this warranty 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 papers of any employee who works on the Agreement to ensure compliance with this warranty. Section 30. Israel Boycott Divestments.Chamber certifies that it is not cur- rently 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. 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 all purposes on July 1, 2023, unless sooner terminated by the mutual consent of the Parties. IN WITNESS WHEREOF,the Parties have executed this agreement as of the date set forth below their respective signatures. Town: 00081331.DOCX/1Chamber contract FY 22-23.DOC - 7 - THE TOWN OF MARANA, Chamber: an Arizona municipal corporation MARANA CHAMBER OF COMMERCE,INC., an Arizona 501(c)(6) non-profit corpora- I' tion By: -) i - Ed Honea, Mayor By: _A .A Printed: 111 U Ot. _ i 9 C r(15 Date: 6/2Z l Zd 22, Its: SZEIRMATIL Date: , s i ., 2 ATTE G 2, —~- Cherry L. awson, Town Clerk APPRO 0' I AS TO FORM: . i# Vairall,Town Attorney EXHIBITS A. Payment Request Form B. Quarterly Report Form 00081331.DOCX/1 MARANA TOWN OF MARANA F .. EXHIBIT A - PAYMENT REQUEST FORM (FY 2022-2023) Agency/Contractor: Marana Chamber of Commerce, Inc. Project Name: Visitor's Center Operations Prepared by: Name: Title: Authorized by: Authorized Signer Date: Period Reimbursement Requested For: Payment Number: Expenditures This Period: $ +/-Adjustments (Program Income/Other): $ Net Request This Period: $ Line Approved Expenditures Expenditures Item Line Item Description Budget (A) This Period (B) Prior Periods (C) Balance (D) 1 . Services Support $ 70,000.00 $ -0- $ -0- $ 70,000.00 2. 3. 4. 5. TOTAL (must total Town of Marano award) $ $ $ $ NOTE: For each line item, the figures in Columns (B), (C), and (D) must total the figure in Column (A). MANAGER APPROVAL: QUARTERLY REPORT RECEIVED: ❑ YES DATE: FINANCE APPROVAL: CHECK NUMBER: DATE: All requests for budget changes are required to be submitted in writing and approved by Economic Development and Tourism. Changes will only be allowed as long as the total dollar amount contracted for remains the same, the costs are eligible and the 20%administrative cap is not exceeded. Failure to submit timely quarterly performance measures reports may delay the processing of payment requests. 00081331.DOCX/1 U) c a, o ns a) 0 L a) L O• : 'z L u) a) a) a) >_ U 4.7. U v, Q L '.1- O O (n y > J 4-' 0 d O L n. 0 S4 a coM W 0 Ts 4-1 O C .ill ce)L tV } F i W N 5� il 1 N . 0 ¢ LctlV r M p m N 03 c R N a U . M c s- a) N N (0) ° y N L U U a) 0 a) E E Uo M O ' -0N L E 21 _a 'QN ct E a' c U) U il . , cm__ . v oca v oawns .(I a man iai 2 a) co -iii _ avN30ccaa U ao CD 0 E U o U in -O .aE o o 2 '„ • ca F- E aco Em o 0 0 ca 2 mui m E > r o , a. - � aUam m �O '� U t ns U > o U ."o j