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HomeMy WebLinkAboutResolution 2023-088 Approving and Authorizing the Mayor to Execute a Funding and In-Kind Support Agreement with the Marana Chamber of Commerce for the Marana Community Celebration Event MARANA RESOLUTION NO. 2023-088 RELATING TO COMMUNITY EVENTS; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE A FUNDING AND IN-KIND SUPPORT AGREEMENT BETWEEN THE TOWN OF MARANA AND THE MARANA CHAMBER OF COMMERCE, INC. REGARDING THE PLANNING, DEVELOPMENT, AND PRESENTATION OF THE NORTH MARANA COMMUNITY CELEBRATION EVENT WHEREAS the Town of Marana is dedicated to supporting exceptional community events that create opportunities for citizen engagement as directed by the Vibrant 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 Marana commerce and 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 a funding and in-kind support agreement regarding the North Marana Community Celebration Event on September 27, 2023; and WHEREAS the purpose of the North Marana Celebration Event is to bring the Marana community together and celebrate the attraction of a grocery store in an underserved area of the community that for years has lacked convenient access to a grocery store; and WHEREAS the Mayor and Council of the Town of Marana feel it is in best interests of the Town and its citizens to enter into this agreement. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, that the Agreement between the Town of Marana and Marana Chamber of Commerce for the 2023 North Marana Celebration Event, substantially in the same form attached to and incorporated by this reference in this resolution as Exhibit A,is hereby approved,the Mayor is hereby authorized and directed to sign it for and on behalf of the Town of Marana, and 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. - 1 - DOCX/l Resolution No.2023-088 PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 19th day of September, 2023. ti --- Mayor Ed Honea ATTEST: APPROVED AS TO FORM: 41101.---0, . David L. Udall, Town Ja, irall, Town Attorney jiki ‘11111111 a MMRANA A ESTABL15NED 1 91 - 2 - DOCX/1 Resolution No.2023-088 EXHIBIT A TO MARANA RESOLUTION NO.2023-088 AGREEMENT BETWEEN THE TOWN OF MARANA AND MARANA CHAMBER OF COMMERCE FOR THE 2023 NORTH MARANA CELEBRATION EVENT THIS AGREEMENT(the "Agreement") is entered into by and between the TOWN OF MA- RANA, an Arizona municipal corporation (the "Town") and MARANA CHAMBER OF COM- MERCE, INC.,an Arizona 501(c)(6) nonprofit corporation ("CHAMBER"). The Town and CHAMBER are sometimes collectively referred to in this Agreement as the"Parties," 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 Vibrant Community focus area of the Town's Strategic Plan. B. CHAMBER is a nonprofit corporation serving the business and professional com- munity 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,desire to enter into an agreement regarding the presen- tation of the North Marana Celebration Event on September 27, 2023. The purpose of the North Marana Celebration Event is to bring the community together and celebrate the attraction of a grocery store in an underserved area of the community that for years has lacked convenient access to a grocery store. D. The Town finds that the benefits to the Town resulting from CHAMBER's produc- tion and presentation of the North Marana Celebration Event have a value at least equal to the fair market value of the in-kind support and assistance to be provided to CHAM- BER by the Town pursuant to 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 anticipated benefits of the fund- ing. AGREEMENT Now,THEREFORE,based on the foregoing recitals, which are incorporated here by ref- erence, the Parties agree as follows: 1. Funding. Town hereby commits$5,000 of funding to CHAMBER to assist in funding the North Marana Celebration Event. 00091286.DOC/1 2023 MARANA CHAMBER NORTH MARANA CELEBRATION EVENT AGREEMENT - 1 - EXHIBIT A TO MARANA RESOLUTION NO. 2023-088 2. Services by CHAMBER. CHAMBER, shall plan, develop,and present the North Ma- rana Celebration Event(the "Event") at Compass Point Park (located at the corner of Lon Adams and Tangerine Farms Rd) as set forth in this paragraph 2. The Event will be held on September 27, 2023 from 5:00 p.m. to 8:00 p.m. The Event will include custom prizes, entertainment, games and other related activities. a. CHAMBER shall provide sufficient staffing to present and run the Event. b. CHAMBER shall also provide the Town with the following: i. Stage mentions at each demonstration at the Event, and opportunity for a Town staff member/elected officials to speak on stage. 3. Support and assistance to be provided by the Town. The 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 reference. In addition to the support and assistance listed in Exhibit A, 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 (if nec- essary). c. Allow Event parking access at Gladden Farms Community Park and Heritage River Park Splash Pad on day of Event. d. Assist in staffing Event games and activities with personnel. 4. Expenses. Except as provided in paragraph 2 above,CHAMBER shall be responsible for all of its operating expenses associated with the Event. 5. 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 September 27, 2023. Notwithstanding the foregoing, the indemnification provisions set forth in para- graph 8 below shall survive termination of this Agreement. 6. 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 em- ployer and employee, partnership, principal and agent, or to create a joint venture be- tween the Town and CHAMBER. 7. 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 Agreement. CHAMBER shall not use the Town's logo for any other purpose or use. CHAMBER shall not modify, revise or alter the Town's logo in any way. 8. Insurance. During the term of this Agreement,CHAMBER shall maintain insurance from carriers acceptable to the Town with the following required minimum coverages and limits, and the Town shall be named as an additional insured on the commercial 00091286.DOC/1 2023 MARANA CHAMBER NORTH MARANA CELEBRATION EVENT AGREEMENT - 2 - EXHIBIT A TO MARANA RESOLUTION NO.2023-088 general liability for the purposes of CHAMBER's activities in relation to the Event pur- suant to this Agreement: Worker's Compensation: Statutory Employer's Liability: U.S. $100,000 Commercial General Liability: U.S. $1,000,000 per occurrence U.S. $2,000,000 aggregate Business Auto Liability: U.S. $1,000,000 combined single limit a. CHAMBER shall deliver one or more certificates of insurance evidencing cover- age as described in this paragraph 8 to the Town upon execution of this Agreement and prior to commencing any activities pursuant to this Agreement. CHAMBER shall also deliver new certificates of insurance each time the policy(s) is updated. All cer- tificates shall be delivered to the Town's Legal Department. b. As an additional insured on CHAMBER's commercial general liability and liq- uor 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. CHAM- BER shall deliver additional insured endorsement(s) along with the certificate(s) of insurance required by subparagraph (a) above. The additional insured endorsement form identification number shall also be included within the description box on the certificate of insurance and the applicable policy number shall be included on the en- dorsement. c. All policies required pursuant to this paragraph 8 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 provided 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 8 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 cov- erage required by this paragraph 8. CHAMBER shall give the Town immediate notice of any other cancellation or reduction of any coverage required by this paragraph 8. Cancellation or reduction of any coverage required by this paragraph 8 is grounds for termination of this Agreement by the Town. 00091286.DOC/1 2023 MARANA CHAMBER NORTH MARANA CELEBRATION EVENT AGREEMENT - 3 - EXHIBIT A TO MARANA RESOLUTION NO.2023-088 9. Indemnification. CHAMBER agrees to defend, save, hold harmless, and indemnify the Town, its 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 CHAMBER's errors, omissions,or negligent acts in the performance of services pursuant to this Agree- ment, 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 liable. 10. 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 ap- propriate regulatory agency for its activities under this Agreement. In consideration of the services to be performed by CHAMBER under the terms of this Agreement, to the extent legally permissible, the Town agrees to waive all Town of Marana review and per- mit fees that CHAMBER would normally be required to pay for CHAMBER's activities pursuant to this Agreement. 11. 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: Assistant to the Town Manager 11555 W. Civic Center Drive Marana, AZ 85653 If to CHAMBER, to: MARANA CHAMBER OF COMMERCE,INC. Attn: President/CEO 13251 N. Lon Adams Rd. Marana, Arizona 85653 12. Entire agreement. This Agreement constitutes the entire agreement and under- standing of the Parties pertaining to the subject matter of the Agreement and supersedes all offers,negotiations,and other agreements of any kind. All prior and contemporaneous agreements,representations and understandings of the Parties,oral or written, are super- seded and merged in this Agreement. 13. 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. 14. 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 shortages, 00091286.DOC/1 2023 MARANA CHAMBER NORTH MARANA CELEBRATION EVENT AGREEMENT - 4 - EXHIBIT A TO MARANA RESOLUTION NO.2023-088 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 performance by such Party of such duty or obligation shall be extended for a period equal to the delay occasioned by such events. 15. Immigration laws. CHAMBER warrants that it will at all times comply with all fed- eral immigration laws and regulations that relate to its employees and with Arizona Re- vised 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 material 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 em- ployee who performs work or services pursuant to this Agreement to ensure compliance with this warranty. 16. No Forced Labor. Pursuant to and in compliance with A.R.S. § 35-394, CHAMBER hereby agrees and certifies that it does not currently, and agrees for the duration of this Agreement that CHAMBER will not, use: (1) the forced labor of ethnic Uyghurs in the People's Republic of China; (2) any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China; or (3) any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China. If CHAMBER becomes aware during the term of the Agreement that it is not in compliance with this written certifica- tion, CHAMBER shall notify the Town of Marana within five business days after becom- ing aware of the noncompliance. If CHAMBER does not provide the Town with a written certification that CHAMBER has remedied the noncompliance within 180 days after no- tifying the Town of the noncompliance, this Agreement terminates, except that if the Agreement termination date occurs before the end of the remedy period the Agreement terminates on the Agreement termination date. CHAMBER also hereby agrees to indem- nify and hold harmless the Town, its officials, employees, and agents from any claims or causes of action relating to the Town's action based upon reliance upon this representa- tion, including the payment of all costs and attorney fees incurred by the Town in de- fending such as action. 17. 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. 18. 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. 19. 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. 20. Governing law. This Agreement shall be construed in accordance with the laws of the State of Arizona. 00091286.DOC/1 2023 MARANA CHAMBER NORTH MARANA CELEBRATION EVENT AGREEMENT - 5 - EXHIBIT A TO MARANA RESOLUTION NO. 2023-088 21. 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. 22. 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] 00091286.DOC/1 2023 MARANA CHAMBER NORTH MARANA CELEBRATION EVENT AGREEMENT - 6 - EXHIBIT A TO MARANA RESOLUTION NO. 2023-088 IN WITNESS WHEREOF,the Parties have duly executed this instrument below. The "Town": "CHAMBER": TOWN OF MARANA,an Arizona munici- MARANA CHAMBER OF COMMERCE,INC., pal corporation an Arizona 501(c)(6) nonprofit corpora- tion Ed Honea, Mayor Amanda Wiggins, President/CEO Date: Date ATTEST: Federal I.D. # David L. Udall, Town Clerk Date APPROVED AS TO FORM: Jane Fairall, Town Attorney Date EXHIBITS Exhibit A: Spreadsheet listing Town In-Kind Support and Assistance 00091286.DOC/1 2023 MARANA CHAMBER NORTH MARANA CELEBRATION EVENT AGREEMENT - 7 - EXHIBIT A TO MARANA RESOLUTION NO.2023-088 EXHIBIT A to Agreement between the Town of Marana and Marana Chamber of Commerce for the North Marana Celebration Town of Marana In-Kind Support to Marana Chamber North Marana Celebration Event In-Kind Contribution Type Unit Unit Quantity Traffic Control Assistance (if necessary) Plan and Set Up Cross Promotion on Town Platforms hour 2 Parks and Recreation Staff Support(4 Recreation Aides) hour 16 00091286.DOC/1 2023 MARANA CHAMBER NORTH MARANA CELEBRATION EVENT AGREEMENT 8 AGREEMENT BETWEEN THE TOWN OF MARANA AND MARANA CHAMBER OF COMMERCE FOR THE 2023 NORTH MARANA CELEBRATION EVENT THIS AGREEMENT(the "Agreement") is entered into by and between the TOWN OF MA- RANA, an Arizona municipal corporation (the "Town") and MARANA CHAMBER OF COM- MERCE, INC., an Arizona 501(c)(6) nonprofit corporation ("CHAMBER"). The Town and CHAMBER are sometimes collectively referred to in this Agreement as the"Parties," 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 Vibrant Community focus area of the Town's Strategic Plan. B. CHAMBER is a nonprofit corporation serving the business and professional com- munity 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,desire to enter into an agreement regarding the presen- tation of the North Marana Celebration Event on September 27, 2023. The purpose of the North Marana Celebration Event is to bring the community together and celebrate the attraction of a grocery store in an underserved area of the community that for years has lacked convenient access to a grocery store. D. The Town finds that the benefits to the Town resulting from CHAMBER's produc- tion and presentation of the North Marana Celebration Event have a value at least equal to the fair market value of the in-kind support and assistance to be provided to CHAM- BER by the Town pursuant to 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 anticipated benefits of the fund- ing. AGREEMENT Now,THEREFORE,based on the foregoing recitals, which are incorporated here by ref- erence, the Parties agree as follows: 1. Funding.Town hereby commits$5,000 of funding to CHAMBER to assist in funding the North Marana Celebration Event. 00091286.DOC/1 2023 MARANA CHAMBER NORTH MARANA CELEBRATION EVENT AGREEMENT - 1 - 2. Services by CHAMBER. CHAMBER,shall plan,develop, and present the North Ma- rana Celebration Event(the"Event") at Compass Point Park (located at the corner of Lon Adams and Tangerine Farms Rd) as set forth in this paragraph 2. The Event will be held on September 27, 2023 from 5:00 p.m. to 8:00 p.m. The Event will include custom prizes, entertainment, games and other related activities. a. CHAMBER shall provide sufficient staffing to present and run the Event. b. CHAMBER shall also provide the Town with the following: i. Stage mentions at each demonstration at the Event, and opportunity for a Town staff member/elected officials to speak on stage. 3. Support and assistance to be provided by the Town. The 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 reference. In addition to the support and assistance listed in Exhibit A, 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(if nec- essary). c. Allow Event parking access at Gladden Farms Community Park and Heritage River Park Splash Pad on day of Event. d. Assist in staffing Event games and activities with personnel. 4. Expenses. Except as provided in paragraph 2 above,CHAMBER shall be responsible for all of its operating expenses associated with the Event. 5. 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 September 27, 2023. Notwithstanding the foregoing, the indemnification provisions set forth in para- graph 8 below shall survive termination of this Agreement. 6. 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 em- ployer and employee, partnership, principal and agent, or to create a joint venture be- tween the Town and CHAMBER. 7. 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 Agreement. CHAMBER shall not use the Town's logo for any other purpose or use. CHAMBER shall not modify, revise or alter the Town's logo in any way. 8. Insurance. During the term of this Agreement,CHAMBER shall maintain insurance from carriers acceptable to the Town with the following required minimum coverages and limits, and the Town shall be named as an additional insured on the commercial 00091286.DOC/1 2023 MARANA CHAMBER NORTH MARANA CELEBRATION EVENT AGREEMENT - 2 - general liability for the purposes of CHAMBER's activities in relation to the Event pur- suant to this Agreement: Worker's Compensation: Statutory Employer's Liability: U.S. $100,000 Commercial General Liability: U.S. $1,000,000 per occurrence U.S. $2,000,000 aggregate Business Auto Liability: U.S. $1,000,000 combined single limit a. CHAMBER shall deliver one or more certificates of insurance evidencing cover- age as described in this paragraph 8 to the Town upon execution of this Agreement and prior to commencing any activities pursuant to this Agreement. CHAMBER shall also deliver new certificates of insurance each time the policy(s) is updated. All cer- tificates shall be delivered to the Town's Legal Department. b. As an additional insured on CHAMBER's commercial general liability and liq- uor 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. CHAM- BER shall deliver additional insured endorsement(s) along with the certificate(s) of insurance required by subparagraph (a) above. The additional insured endorsement form identification number shall also be included within the description box on the certificate of insurance and the applicable policy number shall be included on the en- dorsement. c. All policies required pursuant to this paragraph 8 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 provided 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 8 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 cov- erage required by this paragraph 8. CHAMBER shall give the Town immediate notice of any other cancellation or reduction of any coverage required by this paragraph 8. Cancellation or reduction of any coverage required by this paragraph 8 is grounds for termination of this Agreement by the Town. 00091286.DOC/1 2023 MARANA CHAMBER NORTH MARANA CELEBRATION EVENT AGREEMENT - 3 - 9. Indemnification. CHAMBER agrees to defend, save, hold harmless, and indemnify the Town, its 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 CHAMBER's errors, omissions, or negligent acts in the performance of services pursuant to this Agree- ment, 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 liable. 10. 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 ap- propriate regulatory agency for its activities under this Agreement. In consideration of the services to be performed by CHAMBER under the terms of this Agreement, to the extent legally permissible,the Town agrees to waive all Town of Marana review and per- mit fees that CHAMBER would normally be required to pay for CHAMBER's activities pursuant to this Agreement. 11. 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: Assistant to the Town Manager 11555 W. Civic Center Drive Marana, AZ 85653 If to CHAMBER, to: MARANA CHAMBER OF COMMERCE,INC. Attn: President/CEO 13251 N. Lon Adams Rd. Marana, Arizona 85653 12. Entire agreement. This Agreement constitutes the entire agreement and under- standing of the Parties pertaining to the subject matter of the Agreement and supersedes all offers,negotiations,and other agreements of any kind. All prior and contemporaneous agreements,representations and understandings of the Parties,oral or written,are super- seded and merged in this Agreement. 13. 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. 14. 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 shortages, 00091286.DOC/1 2023 MARANA CHAMBER NORTH MARANA CELEBRATION EVENT AGREEMENT - 4 - 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 performance by such Party of such duty or obligation shall be extended for a period equal to the delay occasioned by such events. 15. Immigration laws. CHAMBER warrants that it will at all times comply with all fed- eral immigration laws and regulations that relate to its employees and with Arizona Re- vised 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 material 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 em- ployee who performs work or services pursuant to this Agreement to ensure compliance with this warranty. 16. No Forced Labor. Pursuant to and in compliance with A.R.S. § 35-394, CHAMBER hereby agrees and certifies that it does not currently, and agrees for the duration of this Agreement that CHAMBER will not, use: (1) the forced labor of ethnic Uyghurs in the People's Republic of China; (2) any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China; or (3) any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China. If CHAMBER becomes aware during the term of the Agreement that it is not in compliance with this written certifica- tion, CHAMBER shall notify the Town of Marana within five business days after becom- ing aware of the noncompliance. If CHAMBER does not provide the Town with a written certification that CHAMBER has remedied the noncompliance within 180 days after no- tifying the Town of the noncompliance, this Agreement terminates, except that if the Agreement termination date occurs before the end of the remedy period the Agreement terminates on the Agreement termination date. CHAMBER also hereby agrees to indem- nify and hold harmless the Town, its officials, employees, and agents from any claims or causes of action relating to the Town's action based upon reliance upon this representa- tion, including the payment of all costs and attorney fees incurred by the Town in de- fending such as action. 17. 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. 18. 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. 19. 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. 20. Governing law. This Agreement shall be construed in accordance with the laws of the State of Arizona. 00091286.DOC/1 2023 MARANA CHAMBER NORTH MARANA CELEBRATION EVENT AGREEMENT - 5 - 21. 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. 22. 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] 00091286.DOC/1 2023 MARANA CHAMBER NORTH MARANA CELEBRATION EVENT AGREEMENT - 6 - IN WITNESS WHEREOF,the Parties have duly executed this instrument below. The "Town": "CHAMBER": TOWN OF MARANA,an Arizona munici- MARANA CHAMBER OF COMMERCE,INC., pal corporation an Arizona 501(c)(6) nonprofit corpora- tion P1----- --(-----" tion �' Ed Honea, Mayor Amanda Wiggins, Pr dent/CEO Date: Y2a(23I Date ICIz3 ATTEST: f—/W Federal I.D. # D q (P`uLQ q 5 ceg T id L. Udall, Town Clerk Date APPROVED , TO FORM: r/ / Jane F. ,all, Town Attorney Date EXHIBITS Exhibit A: Spreadsheet listing Town In-Kind Support and Assistance 00091286.DOC/1 2023 MARANA CHAMBER NORTH MARANA CELEBRATION EVENT AGREEMENT - 7 - EXHIBIT A to Agreement between the Town of Marana and Marana Chamber of Commerce for the North Marana Celebration Town of Marana In-Kind Support to Marana Chamber North Marana Celebration Event In-Kind Contribution Type Unit Unit Quantity Traffic Control Assistance (if necessary) Plan and Set Up Cross Promotion on Town Platforms hour 2 Parks and Recreation Staff Support(4 Recreation Aides) hour 16 00091286 DOC/1 2023 MARANA CHAMBER NORTH MARANA CELEBRATION EVENT AGREEMENT 8