HomeMy WebLinkAboutResolution 2023-059 Approving an Authorizing the Mayor to Execute a Funding and In-Kind Support and Assistance Agreement between the Town of Marana and the Marana Chamber of Commerce FY2023-2024 MARANA RESOLUTION NO. 2023-059
RELATING TO ECONOMIC DEVELOPMENT; APPROVING AND AUTHORIZING
THE MAYOR TO EXECUTE A FUNDING AND IN-KIND SUPPORT AND
ASSISTANCE AGREEMENT BETWEEN THE TOWN OF MARANA AND THE
MARANA CHAMBER OF COMMERCE, INC. FOR FISCAL YEAR 2023-2024 TO
SUPPORT OPERATION OF THE MARANA VISITOR CENTER AND PROVISION OF
SERVICES TO THE MARANA COMMUNITY
WHEREAS the Marana Strategic Plan 5 includes "Thriving Commerce" as a focus
area with a principle statement to recruit and maintain a diverse commercial sector that
is supported by local workforce training and funding opportunities; 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 Marana Chamber of Commerce will launch the Impact Marana
Program ("Program") at the beginning of fiscal year 2024; and
WHEREAS participants in the Program will gain a comprehensive understanding
of all the facets of Marana in order to become more impactful business and community
leaders driving the future of our 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 and in-kind support and
assistance agreement between the Town of Marana and the Marana Chamber of
Commerce, Inc. for fiscal year 2023-2024, 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.
00089345.DOCX/1
Resolution No.2023-059 - 1 -
PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF
MARANA, ARIZONA, this 20th day of June, 2023.
l
Mayor Ed H ea
ATTEST: APPROVED AS TO FORM:
David L. Udall, Town Clerk Jane a
r11, Town Attorney
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Ammissimammoi
MARANA AZ
ESTABLISHED X977
00089345.DOCX/1
Resolution No.2023-059 - 2-
Exhibit A to Marana Resolution No. 2023-059
FUNDING AND IN-KIND SUPPORT AND ASSISTANCE AGREEMENT
MARANA CHAMBER OF COMMERCE,INC.
THIS FUNDING AND IN-KIND SUPPORT AND ASSISTANCE AGREEMENT ("Agree-
ment") is entered into by and between the TOWN OF MARANA,an Arizona munici-
pal corporation ("Town") and the MARANA CHAMBER OF COMMERCE, INC.,an Ari-
zona 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 and is dedicated to providing exceptional commu-
nity programs and services that create opportunities for citizen and business en-
gagement as directed by the Thriving Commerce focus area of the Town's Strategic
Plan.
B. Chamber is a nonprofit corporation that serves to improve the economic
environment for its members and the community as a whole and operates a Visitor
Center and provides other services for the community that provide information
about Town's attractions and business services benefitting the Town and its resi-
dents.
C. 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.
D. Town has determined that the general welfare of the citizens of Marana
will be substantially advanced by Town providing in-kind support and assistance
to Chamber's implementation of the Impact Marana Program ("Program"),
wherein Program participants gain a comprehensive understanding of all facets of
Marana in order to become more impactful business and community leaders driv-
ing the future of our community.
E. Town finds that the benefits to Town resulting from Chamber's Program
have a value at least equal to the fair market value of the in-kind support and as-
sistance to be provided to Chamber by Town pursuant to this Agreement.
F. The Parties acknowledge that tracking Town payments and Chamber
outputs and outcomes resulting from Town funding is prudent practice to assure
00088699.DOCX/2Chamber contract FY 23-24.DOC - 1 -
Exhibit A to Marana Resolution No. 2023-059
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 2023-2024 budget to Chamber to assist in funding Chamber's
activities under this Agreement.
Section 2. Support and Assistance. Between July 1, 2023 and June 30,
2024, Town shall provide in-kind support and assistance, at no cost to Chamber,
as set forth in Exhibit A, attached hereto and incorporated herein by this refer-
ence. In addition to the in-kind support and assistance listed in Exhibit A,Town
shall also:
2.1. Cross-promote the Program through Town's media and communi-
cation outlets.
2.2. Assist Chamber in creating a Program logo design with a maxi-
mum of two reviews.
2.3. Assist Chamber in the participant application process, including
reviewing applications and interviewing applicants.
Section 3. Outputs. Between July 1, 2023 and June 30, 2024, Chamber
hereby agrees to provide the following outputs with Town's general assistance,
funding, and in-kind support and assistance provided under this Agreement:
3.1. 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 com-
ply with all regulations established by the Arizona Office of Tourism for
the operation of Local Visitor Information Centers. Chamber and Town
will collaborate on finding ways to improve the Visitor Center's appear-
ance and experience, and staffing from volunteers.
3.2. Chamber will provide a link on its website to the Town's tourism
website for visitor information.
3.3. 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.
00088699.DOCX/2Chamber contract FY 23-24.DOC 2
Exhibit A to Marana Resolution No. 2023-059
3.4. 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.
3.5. Chamber will organize and execute the "State of the Town" event
to provide Town officials the opportunity to address the community on
current affairs.
3.6. Chamber will collaborate with Town on questions and methodol-
ogy used to conduct surveys of the Marana community regarding the local
business climate.
3.7. 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.
3.8. Chamber will partner with the Marana Tourism office on events
and activities to promote the film industry in Town.
3.9. Chamber shall plan, develop and administer the Program at 13251
N. Lon Adams Road as follows:
3.9.1. Schedule to launch the Program at the beginning of Fiscal
Year 2024 and aim to continue the Program on a yearly basis with
different participants.
3.9.2. Chamber shall recruit, select, approve, and contract with
presenters required for each of the Program's topic sessions.
3.9.3. Chamber shall recruit and select the Program participants
and administer the participant application process.
3.9.4. Chamber shall provide sufficient staffing to present and
administer the Program.
3.9.5. Chamber shall include Town's logo on Chamber's social
media, website and any printed and electronic Program marketing
material.
3.9.6. Chamber may assess, collect, and retain fees from partici-
pants in the Program and shall make available to the Town for in-
spection any books,ledgers or statements kept by Chamber regard-
ing activities conducted pursuant to this Agreement. Chamber shall
be liable for all taxes applicable to the proceeds received by Cham-
ber under this Agreement.
Section 4. 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,
00088699 DOCX/2Chamber contract FY 23-24.DOC - 3 -
Exhibit A to Marana Resolution No. 2023-059
upon receipt of a completed Payment Request Form in substantially the form
attached as Exhibit B.
Section 5. 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 C, demonstrating Chamber's progress toward the outputs listed in
Section 33 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 33 of this Agreement.
Section 6. 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:
6.1. $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.
6.2. $1,000,000 per occurrence business automobile liability (if the
Chamber has vehicles).
6.3. $1,000,000 per occurrence directors and officers coverage with
Town listed as additional insured.
6.4. State of Arizona minimum workers' compensation coverage (if
Chamber has paid staff).
6.5. The coverage requirements specified in this Section may not be
changed or modified except by written agreement signed by all Parties.
Section 7. 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:
7.1. Articles of incorporation.
7.2. Current bylaws.
7.3. List of current members of Chamber's Board of Directors.
7.4. Current fiscal year's budget approved by Chamber's Board of Di-
rectors.
7.5. Internal Revenue Service designation letter.
00088699.DOCX/2Chamber contract FY 23-24 DOC - 4 -
Exhibit A to Marana Resolution No. 2023-059
Section 8. 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 6 above or to Chamber's corporate
documentation listed in Section 7 above shall be provided to 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 6 above or that in Town's reasonable opinion
materially affect Chamber's ability to deliver the outputs set forth in Section 3
above constitute default for which Town may withhold payment until Chamber
restores the minimum insurance coverages or restores Chamber's ability to de-
liver the outputs.
Section 9. 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 11 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 9.1 and 9.2 below.
9.1. 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.
9.2. Arbitration. If mediation(paragraph 9.1 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.
00088699.DOCX/2Chamber contract FY 23-24.DOC - 5 -
Exhibit A to Marana Resolution No. 2023-059
Section 10. 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 11. 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 12. 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 13. 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.
00088699.DOCX/2Chamber contract FY 23-24.DOC - 6 -
Exhibit A to Marana Resolution No. 2023-059
Section 14. Headings. The descriptive headings of this Agreement are in-
serted to assist in understanding the meaning and construction of this Agree-
ment.
Section 15. Recitals. The Recitals set forth at the beginning of this Agree-
ment are hereby acknowledged,confirmed to be accurate and incorporated here.
Section 16. 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 17. Time Essence. Time is of the essence for purposes of this
Agreement.
Section 18. No Assignment. Chamber's obligations under this Agreement
may not be assigned without the written consent of the Town Manager or de-
signee.
Section 19. 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 20. 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 21. Imposition of Duty by Law. This Agreement does not relieve
any Party of any obligation or responsibility imposed upon it by law.
Section 22. 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 23. 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 24. Good Standing; Authority. Chamber represents and warrants
to Town that it is duly formed and validly existing under the laws of the State of
00088699.DOCX/2Chamber contract FY 23-24.DOC - 7 -
Exhibit A to Marana Resolution No. 2023-059
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 25. 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 26. 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 27. 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 28. 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 29. 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 30. 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.
00088699.DOCX/2Chamber contract FY 23-24.DOC - 8 -
Exhibit A to Marana Resolution No. 2023-059
Section 31. 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 32. 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 June 30, 2024, 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:
David L. Udall, Town Clerk
APPROVED AS TO FORM:
Jane Fairall,Town Attorney
00088699.DOCX/2Chamber contract FY 23-24.DOC - 9 -
EXHIBITS
A. In-Kind Support and Assistance
B. Payment Request Form
C. Quarterly Report Form
00088699.DOCX/2
EXHIBIT A
IN-KIND SUPPORT AND ASSISTANCE
Town In-Kind Support to Marana Chamber Impact Marana Program Implementation
In-Kind Contribution Type Unit Unit Quantity
Program Logo Design Services (Graphic Designer) hour 20/year
Administrative Support Assistance (Assistant to the Town Manager) hour 25/year
Cross Promotion on Town Platforms (Communications Manager) hour 2/year
00088699.DOCX/2
TOWN OF MARANA
EXHIBIT B - PAYMENT REQUEST FORM (FY 2023-2024)
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 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.
00088699.DOCX/2
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