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MEMORANDUM OF UNDERSTANDING BETWEEN CITY OF BUCKEYE AND BUCKEYE MAIN STREET COALITION, INC. THIS MEMORANDUM OF UNDERSTANDING (this is made and entered into as of August 27, 2025, by and between the City of Buckeye, Arizona, an Arizona municipal -profit RECITALS WHEREAS, the City supports the importance of economic vitality in the City; and WHEREAS, Main Street is qualified to provide certain services for the purpose of promoting business, education, and community interests of the City; and WHEREAS, the City desires to engage Main Street to provide such services for the City. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and of the mutual promises herein contained, the City and Main Street agree as follows: 1.0 TERM. This MOU shall be effective from August 27, 2025, and remain in full force and effect through December 31, 2026 (the This MOU may be renewed for up to two additional one- to the prior approval of the City Council and subject to availability and appropriation of funds for renewal in each subsequent year. Renewal Term(s), if any, shall commence and terminate in concurrence with the calendar year. Any such Renewal Term shall occur upon the written notice to Main Street given not later than 30 days prior to the end of the then-current Term. The Initial Term and any Renewal Terms are collectively referred to as the Upon renewal, the terms and conditions of this MOU shall remain in full force and effect. 2.0 SCOPE OF SERVICES. Main Street will provide the following services to the City during fiscal year 2025-2026, and the first six months of fiscal year 2026-2027 which is an 18-month term (ending on December 31, that focus on the following Four Points of community transformation outlined by the Main Street America organization: 2.1 ECONOMIC VITALITY focuses on capital, incentives, and other economic and financial tools to assist new and existing businesses, catalyze property development, and create a supportive environment for entrepreneurs and innovators that drive local economies. Deliverables: a. Consult with the City in the review process for the Catalyst Program on a biannual basis and assist in marketing and promoting the program to enhance participation and visibility. b. Host small business courses, seminars, mixers directed at issues facing Downtown Buckeye businesses. c. Develop and implement a comprehensive Business Engagement Strategy and Action Plan. This plan will ensure Main Street effectively engages with, gathers feedback from, supports, and represents Downtown Buckeye businesses. The implementation process will include measurable objectives and quarterly reporting to ensure accountability and continuous improvement. 2.2 DESIGN visual assets that set the commercial district apart. Deliverables: a. Serve as consultants to the City on the tasks set forth in the Downtown ly those tasks in the DSAP whereby Main Street is identified as a contributing organization. Main Street shall provide advisory and consulting support to City staff and assist with communications and engagement efforts targeting downtown businesses throughout the DSAP process. b. Serve as consultants to the City on the development of an art program, specifically as it relates to Downtown Buckeye. c. Develop and implement a Downtown Sign Program (not to exceed $15,000) that enhances visibility and support for downtown businesses while reinforcing a cohesive and visually appealing streetscape in accordance with the city code. 2.3 PROMOTION positions the downtown or commercial district as the center of the community and hub of economic activity, while creating a positive image that showcases a. Support the City and the Buckeye Chamber of Commerce in Ribbon Cuttings & Grand Openings of Downtown Businesses. b. Develop a marketing strategy and campaign focused on increasing awareness of Downtown Buckeye and its businesses. The strategy and campaign should support and enhance the visibility of local businesses, promote downtown events and initiatives, and strengthen the overall identity and vibrancy of the Downtown district. i. Develop and fully implement the Downtown Buckeye Informational Program, including creation of informational content, installation and maintenance of QR codes, and coordination with downtown businesses. The program shall promote the unique characteristics of Downtown Buckeye, highlight local businesses and the significance of their buildings, and attract consumers to shop and explore the area. Ongoing responsibilities shall include maintaining up-to-date informational content, ensuring QR code functionality, and providing quarterly reporting on program performance and engagement metrics. ii. Main Street will host a Shop Small Saturday and/or Holiday Shopping event during the November December holiday season. In support of this program, the City will provide a quarter-page advertisement in the Winter edition of Eye on Buckeye magazine. The City will be responsible for designing the ad to ensure it meets publication guidelines. Main Street will collaborate with the City on the ad content and design, beginning at least 45 days prior to publication. Main Street will be allowed up to two rounds of review before final approval. iii. Host a Downtown Buckeye Restaurant Week designed to promote and drive foot traffic to local restaurants by highlighting their unique offerings and encouraging community support. Main Street will design and execute the marketing campaign with a focus on showcasing the variety, quality, and character of Downtown dining options. c. Main Street may host (1) activity/event at 6th Street Plaza i. During the term of this Agreement, Main Street may host one (1) activity/event at 6th Street Plaza at no rental cost to Main Street. Events coordinated and executed by Main Street must follow the standards, which are subject to change, as outlined in the special event permit application d. Enhance online and print marketing & promotional assets i. Maintaining buckeyemainstreet.org website and social media channels. ii. Marketing to be inclusive of Downtown Buckeye businesses included within the geographic area of the DSAP Core as identified in the DSAP in effect as of the Effective Date of this Agreement. iii. located near Miller Road and I-10 for a City approved Downtown s rotation on the Digital Billboard shall be for one (1) thirty (30) day period annually at no cost to Main Street in the month of March. Main Street will collaborate with the City on the billboard design. The City will lead the design process, and Main Street will be permitted up to two rounds of design review prior to final approval by the City. 2.4 ORGANIZATION involves creating a strong foundation for a sustainable revitalization effort, including cultivating partnerships, community involvement, and resources for the district. Deliverables: a. Pursue Main Street of America accreditation. b. Main Street to develop, adopt, and execute a Strategic Plan for the Main Street organization. In addition to the items typical of a Strategic Plan and that of specific interest to Main Street, the Strategic Plan shall specifically outline the following items, which are geared towards achieving sustainable organization for the future: i. Identifying and securing diverse revenue sources outside of city funding, including but not limited to securing grants, sponsorships, memberships, etc. ii. Building a Board of Directors with diverse business and stakeholder representation and maintaining Director seats as outlined in the Main Street Bylaws. c. Prepare and submit a comprehensive annual report to the City Council no later than September 30, 2026, providing information relating to the items completed or in progress pursuant to this MOU, and related accomplishments and matters. 3.0 COMPENSATION a. City will pay the sum of Sixty Thousand and 00/100 Dollars ($60,000.00) through and for the Initial Term to be paid to Main Street in six (6) quarterly payments commencing in September 2025 and each subsequent last month of the quarter thereafter, in the amount of Ten Thousand 00/100 Dollars ($10,000.00). b. City will issue a one-time reimbursement payment to Main Street for the Downtown Sign Program in an amount not to exceed Fifteen Thousand Dollars ($15,000.00) upon completion of the Initial Term. c. Main Street shall submit the following documentation for reimbursement of the Downtown Sign Program to the City no later than November 1, 2026: i. List of all individual businesses selected for the program. ii. A reimbursement request including the following supporting documentation for each eligible business: Copy of sign application to Main Street verifying their approval, along with verification of city approval of sign Verification of total cost of the sign, as provided by the Business to Main Street Proof of payment from Main Street to participating businesses for verified costs of the sign Before and after photographs of the approved and installed signage iii. The City will review the reimbursement requests to verify that program requirements have been met, including confirmation that the installed signage matches the approved design and adheres to all applicable city regulations. d. Main Street shall submit quarterly Activity Reports and Financials to City. Activity reports shall provide information relating to items completed or in progress pursuant to this MOU, and related accomplishments and matters, for that quarter. e. Main Street shall submit a quarterly invoice to City for payment at the end of each quarter (2025-September, December and 2026- March, June, September and December). f. As additional consideration, City will continue to make available to Main Street a portion of the City-owned real property, facilities and improvements located at 508 East Monroe Avenue, Buckeye, Arizona 85326. The terms of this use shall be memorialized in a separate written agreement between the Buckeye Chamber of Commerce (the tenant in the master lease for the above described property between the City and the Buckeye Chamber of Commerce) and Main Street. g. Revenues earned by Main Street from items including, but not limited to, merchandise sales, program fees, projects, rental receipts and other charges, are, and shall remain, the property of Main Street. 4.0 GENERAL TERMS AND CONDITIONS. 4.1 MAIN STREET REPRESENTATIONS AND RESPONSIBILITIES. Main Street makes the following representations to City: a. Main Street represents that it has been granted tax-exempt organization status unde under the laws of the state of Arizona through its Corporation Commission as a non-profit corporation. Main Street will provide the City with a copy of the determination letter from the Internal Revenue Service granting Main Street its § 501(c)(3) status. b. Main Street shall maintain its status as an IRC § 501(c)(3) not-for- profit entity and shall remain in good standing with the Arizona Corporation Commission. c. Throughout the Term of this MOU, Main Street shall serve as its own fiscal agent, purchasing agent, and personnel agent. d. Main Street shall have full power and authority to do all acts that are necessary or desirable for the proper management of Main Street, including the authority to sign contracts and other business agreements, in its own name, unless such acts are specifically restricted or prohibited by this MOU or by applicable law. e. Main Street shall be responsible for payment of all expenses and fees incurred in the operation and management of Main Street, including expenses and fees incurred in performing the Services under this MOU, except as set forth herein, and shall indemnify City from any claim, charge, assessment, debt, or default relating to such expenses at all times during the period of this MOU. f. Main Street shall obtain and maintain all licenses and permits and pay all appropriate fees required for management, operations, and events of Main Street. City shall cooperate with Main Street as needed in scheduling event security, street barricading, and similar needs. g. Main Street shall provide City, by e-mailing to the Office of the City Manager, notice of all special events, grand openings, and other events of interest in the historic downtown area. Public notices of special events coordinated by Main Main Street. h. Revenues earned by Main Street from operation and events including, but not limited to, admissions, merchandise sales, program fees, projects, rental receipts, and other charges, shall remain the property of Main Street and shall be used for operating and capital expenses of Main Street and as otherwise approved by the Main Street Board. i. Main Street shall develop a three-year strategic plan approved by the Main Street Board. Main Street may solicit, in accordance with the plan, private, corporate, and foundation funding and in-kind gifts, grants, and donations for the purpose of supporting Main Street in its efforts to become a self-sustaining organization. All revenues, donations, and funds raised by Main Street shall be the property of Main Street and shall be used by Main Street for operating and capital expenses of Main Street and as otherwise approved by the Main Street Board. j. Main Street agrees to attend City Council meetings and other City meetings, as necessary, with advance notice. k. Main Street shall pay promptly as they become due and payable all taxes and assessments and fees that may now, or during the Term or any Renewal Term of this MOU, be imposed on Main Street. Personal property taxes, if any, are and shall remain the sole obligation of Main Street. l. Main Street shall procure and maintain at its expense insurance in the kinds and amounts that are determined by the Main Street Board to be commercially reasonable and prudent for Main Street. 4.2 CITY REPRESENTATIONS AND RESPONSIBILITIES. City makes the following representations to Main Street: a. City will designate an employee of the City to serve as a contact person between City and the Main Street Board. City reserves the right to change that designation from time to time with written notice to Main Street. The City designated contact person shall meet at least quarterly with the Main Street Board to review projects and plans contemplated by this MOU. City and Main Street may alternate hosting the meetings at their discretion. b. Based upon availability, the City will make available a conference room at a City facility for monthly meetings and monthly Executive Board meetings at no cost to Main Street. Main Street to request dates and times with the City to reserve a conference room. 4.3 TERMINATION OF MOU. City has the right to terminate this MOU or abandon any portion of it with respect to any service or representation which has not been performed by Main Street. a. Termination for Convenience. City and Main Street reserve the right to terminate this MOU or any part hereof for its sole written notice. b. Termination for Cause. City may also terminate this MOU or any part hereof with seven written notice for cause in the event of any default by Main Street, or if Main Street fails to comply with any of the material terms and conditions of this MOU. By way of example and not limitation, unsatisfactory performance as determined by City and failure to provide City, upon written request, with adequate assurances of future performance shall all be causes allowing City to terminate this MOU for cause. In the event of termination for cause, City shall not be liable to Main Street for any amount after the issuance of written notice, and Main Street shall be liable to City for any and all damages sustained by reason of the default that gave rise to the termination. In the event Main Street is in violation of any Federal, State, County, or City law, regulation, or ordinance, City may terminate this MOU immediately upon giving written notice to Main Street. c. Compensation Due Upon Termination. In the event City terminates this MOU or any part of the Services provided herein, City shall notify Main Street Termination, Main Street shall discontinue advancing the Services under this MOU. As compensation in full for Services performed to the date of such Written Termination, Main Street shall be paid for the percentage of Services actually completed. The amount to be paid shall be mutually agreed upon by Main Street and City, based on the agreed Scope of Services and the actual direct costs incurred by Main Street to the date of such Written Termination. City shall make this final payment within 60 days after Main Street has delivered the last of any partially completed items. Main Street shall not be paid for any work done after receipt of subcontractors that Main Street could reasonably have avoided. d. Offset. If, through any cause, Main Street fails to fulfill in a timely and proper manner its obligations under this MOU, or if Main Street shall violate any of the covenants, agreements, or stipulations of this MOU, City may withhold any payments to Main Street for the purpose of setoff until such time as the exact amount of damages due to City from Main Street is determined. 4.4 AUDIT. documents pertaining to the subject matter of this MOU at a mutually agreeable time and ll be open to inspection and subject to audit and/or evaluation and verification of the cost of the work, and any invoices, change orders, payments, or claims submitted by Main Street or any of its payees pursuant to the execution section throughout the Initial Term and any Renewal Terms of this MOU and for a period of three years after last or final payment. copy, as well as computer-readable data), and any other supporting evidence deemed necessary by City to verify that the funds provided under this MOU are expended in accordance with this MOU and that Main Street remains financially solvent. a. Main Street shall require all subcontractors to comply with the provisions of this section by insertion of the requirements hereof in a written contract agreement between Main Street and payee. b. If an audit in accordance with this section discloses overcharges, of any nature, by Main Street to the City in excess of five percent (5%) of the total billings Street. Any adjustments or payments which must be made as a result of any such ds shall be made within a findings to Main Street. 4.5 REPORTING. Within 30 days of the completion of the Initial Term, and any Renewal Terms, Main Street shall submit to the City an accurate financial report setting forth how the funds received from the City were expended. 4.6 SUCCESSORS AND ASSIGNS. This MOU shall extend to and be binding upon Main Street, its successors, and assigns, including any individual, company, partnership, or other entity with or into which Main Street shall merge, consolidate, or be liquidated, or any person, corporation, partnership, or other entity to which Main Street shall sell its assets. 4.7 ASSIGNMENT. Services covered by this MOU shall not be assigned or subcontracted in whole or in part without the prior written consent of City. 4.8 SUBCONTRACTORS. During the performance of this MOU, Main Street may engage such subcontractors, as approved by the City, as may be required for the timely completion of this MOU. In the event of subcontracting, the sole responsibility for fulfillment of all terms and conditions of this MOU rests with Main Street. 4.9 ALTERATIONS OR ADDITIONS TO SCOPE OF SERVICES. The total scope of Services to be performed in accordance with this MOU is set forth herein. Services that are not contemplated in this MOU or Appendix C will be considered Additional Services. Main Street shall not be obligated to perform any Additional Services for City without written authorization from City detailing the services to be performed and the compensation, if any, to be paid by City to Main Street for such Additional Services. 4.10 MODIFICATIONS. Any amendment, modification, or variation from the terms of this MOU shall be in writing and shall be effective only after approval of all parties signing this MOU. 4.11 CONFLICT OF INTEREST. This MOU is subject to cancellation pursuant to the provisions of A.R.S. § 38-511. 4.12 FORCE MAJEURE. Neither party shall be responsible for delays or failures in performance resulting from an event of force majeure to the extent such event substantially impairs the ability of the party to carry out its obligations under this MOU. Such force majeure events include, but are not limited to, acts of God, riots, civil disturbance, acts of war, epidemics, pandemics, governmental regulations imposed after the fact, fire, communication line failures, power failures, or earthquakes. 4.13 TAXES. The compensation to be paid under this MOU includes any and all taxes applicable to the activities hereunder. City shall have no obligation to pay additional amounts for taxes of any type. 4.14 COUNTERPARTS. This MOU may be executed in one or more counterparts, and each executed duplicate counterpart of this MOU shall be deemed to possess the full force and effect of the original 4.15 ENTIRE AGREEMENT. This MOU constitutes the entire understanding of the parties and no representations or agreements, oral or written, made prior to its execution shall vary or modify the terms herein. 4.16 APPLICABLE LAW; VENUE. In the performance of this MOU, Main Street shall abide by and conform to any and all laws of the United States, State of Arizona, and City, including but not limited to, federal and state executive orders providing for equal employment and procurement opportunities, the Federal Occupational Safety and Health Act, and any other federal or state laws applicable to this MOU. This MOU shall be governed by the laws of the State of Arizona and suit pertaining to this Agreement may be brought only in courts in the State of Arizona 4.17 NOTICES. Any notice or other communication required or permitted to be given under this MOU shall be in writing and shall be deemed to have been duly given if (a) delivered to the party at the address set forth below, (b) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below or (c) given to a recognized and reputable overnight delivery service, to the address set forth below: On behalf of Main Street: Buckeye Main Street Coalition, Inc. Post Office Box 537 Buckeye, Arizona 85326 Attention: Candi Youngker, President Phone: (602) 615-6285 On behalf of City: City of Buckeye: 530 East Monroe Avenue Buckeye, Arizona 85326 Attention: City Manager Phone: (623) 349-6910 With a copy to: City of Buckeye 530 East Monroe Avenue Buckeye, Arizona 85326 Attention: City Attorney Phone: (623) 349-6982 or at such other address, and to the attention of such other person or officer, as any party may designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed received (a) when delivered to the party, (b) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage, or (c) the following business day after being given to a recognized overnight delivery service, with the person giving the notice paying all required charges and instructing the delivery service to deliver on the following business day. If a copy of a notice is also given to a counsel or other recipient, the provisions above governing the date on which a notice is deemed to have been received by a party shall mean and refer to the date on which the party, and not its counsel or other recipient to which a copy of the notice may be sent, is deemed to have received the notice. 4.18 INDEPENDENT CONTRACTOR. The Services Main Street provides to City under the terms of this MOU are that of an independent contractor, not an employee, or agent of City. If required, City will report the value paid for these Services each year to the Internal Revenue Service using Form 1099. City shall not withhold income tax as a deduction from payments to be made under this MOU, provided Main Street provides the necessary Form W-9. 4.19 INDEMNIFICATION. To the fullest extent permitted by law, Main Street, its successors, assigns, and guarantors, shall indemnify and hold harmless City, its agents, representatives, officers, directors, officials, and employees for, from, and against all damages, losses, and expenses including, but not limited to, attorney fees, court costs, and the cost of appellate proceedings, to the extent caused by or resulting from any negligent act or omission of Main Street in work or services performed under this MOU including, but not limited to, the negligent acts or omissions of any subcontractor or anyone directly or indirectly employed by any subcontractor for whose acts Main Street may be liable employees. Any settlement of claims shall fully release and discharge the indemnified parties from any further liability for those claims. The release and discharge shall be in writing and shall be subject to approval by City, which approval shall not be unreasonably tions under this MOU are triggered only if Main Street has notice of the allegations, demands, proceedings, suits, actions, claims, damages, losses, or expenses contemplated above. Insurance provisions set forth in this MOU are separate and independent from the indemnity provisions of this section and shall not be construed in any way to limit the scope and magnitude of the indemnity provisions. The indemnity provisions of this section shall not be construed in any way to limit the scope and magnitude and applicability of the insurance provisions. 4.20 REQUIRED INSURANCE COVERAGE. a. Commercial General Liability form Commercial General Liability insurance with an unimpaired limit of not less than $1,000,000 for each occurrence, $2,000,000 Products and Completed Operations Annual Aggregate, and a $2,000,000 General Aggregate Limit. The policy shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury, and advertising injury. To the fullest extent allowed by law, for claims arising out of the performance of this MOU, the City, its agents, representatives, officers, officials, and employees shall be cited as an Additional Insured. b. Directors & Officers Liability/Company Reimbursement. If determined to be necessary by the City, Main Street shall maintain Directors and Officers Liability insurance (if directors and officers are not indemnified by Main Street) or Company Reimbursement insurance (if directors and officers are indemnified by Main Street) with a limit of not less than $1,000,000 each occurrence. c. Vehicle Liability. When applicable, Main Street shall maintain Business Automobile Liability insurance with a limit of not less than $1,000,000 -owned vehicles assigned To the fullest extent allowed by law, for claims arising out of the performance of this MOU, the City, its agents, representatives, officers, directors, officials, and employees shall be cited as an Additional Insured. d. . When applicable, Main Street e to cover obligations imposed by in the performance of work or Services under this MOU and shall also maintain Employers Liability Insurance of not less than $500,000 for each accident, $500,000 disease for each employee and $1,000,000 disease policy limit. e. Cancellation and Expiration Notice. Insurance required herein shall notice to the City. 4.21 E-VERIFY REQUIREMENTS. To the extent applicable under A.R.S. § 41-4401, Main Street warrants compliance, on behalf of itself and any and all subcontractors, with all federal immigration laws and regulations that relate to their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). Main -mentioned warranty shall be deemed a material breach of this MOU and City may terminate the MOU. City retains the legal right to inspect the papers of Main Street or any subcontractor who works on the MOU to ensure that Main Street is complying with the above-mentioned warranty. 4.22 SEVERABILITY. If any term or provision of this MOU shall be found to be illegal or unenforceable, then notwithstanding such illegality or unenforceability, this MOU shall remain in full force and effect and such term or provision shall be deemed to be deleted. 4.23 AUTHORITY. Each party hereby warrants and represents that it has full power and authority to enter into and perform this MOU, and that the person signing on behalf of each party has been properly authorized and empowered to enter into this MOU. Each party further acknowledges that it has read, understands, and agrees to be bound by the terms and conditions of this MOU. IN WITNESS WHEREOF, the parties hereto have executed this instrument as of the date and year first set forth above. CITY OF BUCKEYE, an Arizona municipal corporation ______________________________ Eric W. Orsborn, Mayor ATTEST: ______________________________ Lucinda J. Aja, City Clerk APPROVED AS TO FORM: _______________________________ K. Scott McCoy, City Attorney BUCKEYE MAIN STREET COALITION, INC., an Arizona non-profit corporation ______________________________ By:____________________ Name: Candis Youngker Its: _President