City of Buckeye- MOU between Buckeye Valley Chamber.pdf

MEMORANDUM OF UNDERSTANDING BETWEEN 
CITY OF BUCKEYE AND 
BUCKEYE VALLEY CHAMBER OF COMMERCE 
THIS MEMORANDUM OF UNDERSTANDING ("MOU") is made and entered into as of the 
 
 day of  
 
 2025 by and between the CITY OF BUCKEYE, an Arizona 
municipal corporation, hereafter called "CITY", and BUCKEYE VALLEY CHAMBER OF 
COMMERCE, an Arizona non-profit corporation, hereafter called "CHAMBER". 
 
RECITALS 
 
WHEREAS, the CITY supports the importance of economic vitality in the CITY; and 
 
WHEREAS, the CHAMBER is an Arizona non-profit corporation which was granted 
exemption from Federal income tax under Sec. 501(c)(6) of the Internal Revenue Code of February 
28, 2007; and 
 
WHEREAS, the CHAMBER is qualified to support local businesses and build strong 
partnerships dedicated to promote business, education and community interests of Buckeye; and 
 
WHEREAS, this MOU shall be entered into in conjunction with a lease agreement (the 
"Lease") of certain real property owned by the CITY at 508 East Monroe Avenue, Buckeye, 
Arizona 85326 (the "Property"), at which the CHAMBER will provide the services as set forth in 
the Scope of Services in Section 1.0 below. 
 
NOW, THEREFORE, in consideration of the premises and the mutual promises herein 
contained, CITY and CHAMBER agree as follows: 
 
1.0 
SCOPE OF SERVICES 
 
CHAMBER will develop and implement enhanced accountability measures to report progress 
towards goals to the CITY during fiscal year 2025-2026. These accountability measures will 
include, but are not limited to, monthly financial reports, copies of Board of Director meeting 
minutes, and monthly activity metrics relating to the Scope of Services as noted in Section 1.1 
("Activity Reports and Financials"). Where not explicitly stated, CHAMBER will coordinate with 
CITY staff to agree on fiscal year, deliverables, and metrics for the Initial Term and any Renewal 
Term(s) for the following Scope of Services: 
 
1.1 
 Activity Reporting. The CHAMBER will prepare and submit monthly progress 
reports and benefits of activities below relating to the contractual goals to CITY 
staff, (the City Manager and the Economic Development Director, or their 
designees), the Mayor and the City Council. CHAMBER will make presentations 
(during a Council work study session or by other mechanism as requested by City 
staff) to Mayor and Council in December and June of each year. The CHAMBER 
and CITY will mutually initiate the scheduling of these presentations with CITY 
clerk's office.

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1.2
Business Advocacy Services. The CHAMBER will provide business advocacy 
services on behalf of the CITY. Business Advocacy is designed to enhance the 
overall business environment in the community by monitoring, understanding, and 
reporting on key issues which may impact the viability of the business community. 
Business advocacy services include, but are not limited to, weekly Buckeye 
Business Connection meetings, quarterly CHAMBER Breakfasts, business 
roundtables to include the Buckeye Business Leadership Summit and the Hispanic 
Business Roundtable, events which engage and enhance participation and 
awareness of the business community (for example, the Buckeye Food Festival),
business trainings, the distribution of welcome packets, membership business 
referrals, and a business card and flyer display in CHAMBER lobby.
1.3
Business Retention, Expansion, and Relocation Meetings. Business Retention and 
Expansion services (BR+E) are designed to understand and prevent issues which 
may impact an existing business in the community, in order to prevent the loss of 
any existing businesses, while Relocation Assistance is designed to help to attract 
new businesses to the community. The CHAMBER will (A) conduct one- on-one 
business retention, expansion, and relocation meetings with applicable CHAMBER 
members, and existing, potential, or other businesses seeking location(s) in 
Buckeye, (B) conduct, independent of CITY Staff, at least 50 calls to at least 50
different businesses to discuss retention, expansion and/or relocation within 
Buckeye during each fiscal year and (C) enter business outreach data into CITY 
designated Customer Relationship Management/Database (CRM) tool, which the 
CITY will provide as part of this MOU with basic training and coordination. 
Through the CRM tool, the CHAMBER will provide monthly reports of activity as 
part of its regular monthly progress reports as required in subsection 1.1 above or 
shall make the CITY aware of any critical issues as soon as reasonably possible.
1.4
Electronic and Non-Electronic Communications. Communication to businesses and 
the citizens of the community, via written or electronic formats, is vital to the 
mission of the CHAMBER. The CHAMBER will disseminate electronic and non-
electronic communications, including, but not limited to, writing, printing, 
publishing and distributing a newsletter for Buckeye businesses weekly as well as 
developing and maintaining a social media campaign for Buckeye businesses and 
the CHAMBER. Social media efforts shall include Twitter and Facebook and shall 
be updated weekly (at the minimum). At the option of CHAMBER, the newsletter 
may be in paper or electronic format. The CHAMBER shall provide the CITY a 
copy of these communications as part of the monthly progress reports requirement 
in subsection 1.1 above.
1.5
"Buy Local" Campaign. In order to better support the ex1stmg businesses in 
Buckeye, an informational campaign designed to better inform residents about the 
types and quality of services available, and to encourage them to patronize local
businesses is desirous. Therefore, the CHAMBER will (A) conduct an ongoing 
"Buy Local" campaign," (B) develop and implement a plan focusing on Buckeye- 
based retailers and service providers, and (C) provide an annual plan with metrics 
and deliverables by September 1 of each fiscal year of the Term. As part of monthly 
progress reports as stated in subsection 1.1 above, the CHAMBER will include 
measures of campaign success. The CITY may also ask the CHAMBER to

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incorporate the campaign into special events and West Valley efforts to be 
determined.
1.6
Inquiry/Information Dissemination. As Buckeye grows its tourism economy, with 
new tourist-oriented businesses, such as hotels, restaurants, and traveler services, 
the dissemination of information about these businesses becomes more critical. 
Therefore, the CHAMBER will staff a Chamber and Tourist Information Center 
located at 508 East Monroe. The CHAMBER will respond to general inquiries 
about the area and perform duties as the CITY's tourism bureau. The CHAMBER 
staff will track all general inquiries via verbal and/or electronic means and provide 
monthly statistics pursuant to this MOU to designated CITY Staff. These statistics 
will include type of inquiry, origin of inquiry, and resolution of inquiry in 
accordance to general tourism bureau practices that are reported by other chambers 
of commerce in the greater Phoenix area. Based on anticipated growth, the 
CHAMBER will also provide an adjunct information kiosk to be located at the 
Sundance Crossings Library upon the CITY's request (a specific timeframe to be 
determined).
1.7
Trade Show Assistance/Staffing. Upon the request of the CITY, the CHAMBER 
may be asked to participate in trade shows focusing on economic development, 
tourism, redevelopment, marketing or other applicable activities ("Trade Shows"). 
The CITY understands that CHAMBER staffing may be a challenge, however 
coordinating CHAMBER volunteers to partner with the CITY in Trade Shows is a
viable and acceptable alternative. Any travel, or participatory related costs incurred 
by CHAMBER staff and volunteers for involvement in Trade Shows will be paid 
for by the CITY at standard per diem rates (the "Travel Costs"). All Travel Costs 
must be reviewed and approved by the CITY prior to travel. The CHAMBER shall 
be responsible for all unauthorized Travel Costs incurred by the CHAMBER under 
this subsection 1.8. CHAMBER may also invite CITY staff to participate and 
partner with the CHAMBER at Trade Shows. The CITY shall cover the additional 
costs, if any, for such CITY staff involvement.
1.8
Business Ambassador Program: Occasionally, potential new businesses desire to 
meet with existing businesses to better understand the local business environment, 
such as taxes, labor force availability, and regulatory support. In order to assist with 
this, the CHAMBER will designate at least seven CHAMBER members to act as 
ambassadors to promote Economic Development activities in Buckeye. These 
ambassadors may be called upon by CITY staff to meet with prospects considering 
expanding within or relocating to the City of Buckeye. These ambassadors will 
represent a full spectrum of business/service activity and size range.
1.9
Three Year Business Plan and Work Schedule. The CHAMBER will provide 
an updated three-year CHAMBER business plan with a work schedule to CITY 
staff by September 1 of each year of the Term and present plans/updates to 
CITY Council at the required December presentation as stipulated in subsection 
1.1 above.
2.0
COMPENSATION
CITY will pay the sum of Sixty Thousand Dollars and 00/100 ($60,000.00) for fiscal year

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2025-2026 to be paid to CHAMBER in four (4) quarterly payments in the amount of Fifteen
Thousand Dollars and 00/100 ($15,000.00).  CHAMBER will submit a quarterly invoice to 
CITY for payment at the end of each quarter (September, December, March, and June).  
CHAMBER will submit monthly Activity Reports and Financials to CITY.  CHAMBER 
acknowledges that CITY has also provided value
use of the City-owned building pursuant to the Lease.  The CITY will endeavor to remit each 
quarterly payment to CHAMBER within fourteen (14) days of receipt of a valid invoice, 
with payment not to exceed thirty (30) days.
3.0
GENERAL TERMS AND CONDITIONS
3.1
CHAMBER REPRESENTATIONS and RESPONSIBILITIES
CHAMBER makes the following representations to CITY:
a.
CHAMBER represents that it presently has been granted tax-exempt 
organization status under §501(c)(6) of the Internal Revenue Code and is 
incorporated under the laws of the state of Arizona through its Corporation 
Commission (PRC) as a non-profit corporation.
b.
CHAMBER shall maintain its status as an IRC §50 I (c)(6) not for profit 
entity and shall remain in good standing with the Corporation Commission.
c.
Throughout the term of this MOU, CHAMBER shall serve as its own 
fiscal agent, purchasing agent, and personnel agent.
d.
CHAMBER will attest to CITY in writing by December 31 of each year
of Term that the CHAMBER Governing Board is constituted in compliance 
with its approved bylaws and that it actively fulfills its responsibilities for policy
direction and administrative duties including regularly scheduled meetings for 
which minutes are kept by CHAMBER.
e.
CHAMBER shall have full power and authority to do all acts that are 
necessary or desirable for the proper management of CHAMBER, 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.
f.
CHAMBER shall be responsible for payment of all expenses and fees 
incurred in the operation and management of CHAMBER, 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.
g.
CHAMBER shall obtain and maintain all licenses and permits and pay 
all appropriate fees required for management, operations and events of

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CHAMBER. CITY shall cooperate with CHAMBER as needed in scheduling 
event security, street barricading and similar needs.
h.
CHAMBER shall provide CITY, by electronic or written mailing to the 
Office of the CITY Manager and the Economic Development Director, notice of
all special events, grand openings, and other events of interest. Public notices 
of special events coordinated by CHAMBER shall include reference to CITY's 
participation in the funding and activities of CHAMBER.
i.
Revenues earned by CHAMBER 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 CHAMBER and shall be
used for operating and capital expenses of CHAMBER and as otherwise approved 
by the CHAMBER Governing Board.
j.
CHAMBER may develop a fundraising plan approved by the CHAMBER 
Governing Board. CHAMBER may solicit, in accordance with the plan, private, 
corporate and foundation funding and in-kind gifts, grants and donations to support 
CHAMBER. All donations and such funds raised by CHAMBER shall be the
property of CHAMBER and shall be used by CHAMBER for operating and capital 
expenses of CHAMBER and as otherwise approved by the CHAMBER Governing 
Board.
k.
CHAMBER agrees to attend CITY Council meetings and other CITY 
meetings, as requested by CITY, with advance notice.
L.
CHAMBER shall pay promptly as they become due and payable all 
taxes and assessments and fees that may now, or during the Term or any
extension of the Term of this MOU, be imposed on CHAMBER. Personal 
property taxes, if any, are and shall remain the sole obligation of CHAMBER.
m.
CHAMBER shall procure and maintain at its expense insurance in the kinds 
and amounts that are determined by the CHAMBER Governing Board to be 
commercially reasonable and prudent for CHAMBER.
3.2
CITY REPRESENTATIONS and RESPONSIBILITIES
CITY makes the following representations to CHAMBER:
a.
CITY will designate employee(s) of the CITY to serve as a contact 
person between CITY and the CHAMBER Governing Board. CITY reserves
the right to change that designation from time to time with written notice to
CHAMBER. The CITY-designated contact person(s) shall meet at least
quarterly with the CHAMBER Governing Board to review projects and plans 
contemplated by this MOU. CITY and CHAMBER may alternate hosting the 
meetings at their discretion. The CHAMBER will initiate the coordination of 
the meetings with CITY staff and schedule in advance.

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b.
Should CITY and CHAMBER desire to continue the Term of this MOU 
upon the approval of CITY Council as provided in Paragraph 3.3, CITY shall 
meet annually with CHAMBER prior to April 1 to determine the scope of
services to be performed by CHAMBER during the subsequent one-year 
renewal period and the compensation to be requested by CHAMBER for 
performing the scope of services.
3.3
TERM OF MOU
Unless otherwise terminated by either party as provided in this MOU, the term
of this MOU is one year, beginning on July 1, 2025 and ending on June 30, 2026
(the "Initial Term"). This MOU may be renewed for a one-year renewal term
on a CITY fiscal year basis, which such renewal is subject to prior CITY Council 
approval (the" Renewal Term"). The Initial Term and any Renewal Term are 
collectively referred to herein as the "Term." Upon renewal, the terms and 
conditions of this MOU shall remain in full force and effect.
3.4
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 
CHAMBER pursuant to and in accordance with the following provisions for 
termination for convenience or for termination for cause:
Termination for Convenience: CITY and CHAMBER each reserve the right 
to terminate this MOU or any part hereof for its sole convenience with 30 days' 
written notice to the other party. In the event of such termination, CHAMBER
shall immediately stop all work hereunder, and shall immediately cause any of 
its suppliers and subcontractors to cease such work. As compensation in full for 
services performed to the date of such termination, CHAMBER shall be paid 
for the percentage of services actually completed. The amount to be paid shall 
be mutually agreed upon by CHAMBER and CITY, based on the agreed Scope 
of Services set forth in Section 1.0 herein and the actual direct costs incurred 
by CHAMBER to the date of such termination. CITY shall make this final 
payment within 60 days after CHAMBER has delivered the last of any partially 
completed items. CHAMBER is not entitled to be paid for, nor shall
CHAMBER be paid for, any work done after receipt of the notice of
termination, or for any costs incurred by CHAMBER's suppliers or
subcontractors which CHAMBER could reasonably have avoided, and CITY 
shall not be liable therefor.
Termination for Cause: CITY may also terminate this MOU or any part hereof 
with seven days' written notice for cause in the event of any default by
CHAMBER, or if CHAMBER fails to comply with any of the material terms
and conditions of this MOU. By way of example and not limitation, 
unsatisfactory performance which shall be determined in the sole and absolute

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discretion of the 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 CHAMBER for any amount after the issuance of written 
notice, and CHAMBER 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 CHAMBER 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 CHAMBER and CITY shall have no liability or 
obligation hereunder.
If through any cause, CHAMBER (i) shall fail to fulfill in a timely and proper 
manner its obligations under this MOU; or (ii) if CHAMBER shall violate any
of the covenants, agreements, or stipulations of this MOU; or (iii) if CHAMBER 
is in violation of any Federal, State, County or CITY law, regulation or
ordinance, then CITY may withhold any payments to CHAMBER for the 
purpose of setoff until such time as the exact amount of damages due to CITY 
from CHAMBER is determined.
3.5
FUNDS APPROPRIATION
CITY is obligated to pay its obligations set forth in the Agreement as may 
lawfully be made from funds appropriated and budgeted for that purpose during 
CITY' s then current fiscal year. The CITY's obligations under this Agreement 
are current expenses subject to the "budget law" and the unfettered legislative 
decision of the CITY concerning budgeted purposes and appropriation of funds. 
Should CITY elect not to appropriate and budget funds to pay its MOU 
obligations, this MOU shall be deemed terminated at the end of the then-current 
fiscal year term for which such funds were appropriated and budgeted for such 
purpose and CITY shall be relieved of any subsequent obligation under this 
MOU. The parties agree that the CITY has no obligation or duty of good faith
to budget or appropriate the payment of CITY's obligations set forth in the MOU 
in any budget in any fiscal year other than the fiscal year in which the MOU is
executed and delivered. CITY shall be the sole judge and authority in 
determining the availability of funds for its obligations under this MOU. CITY 
shall keep CHAMBER informed as to the availability of funds for this 
Agreement. The obligation of CITY to make any payment pursuant to this MOU
is not a general obligation or indebtedness of CITY. CHAMBER hereby waives
any and all rights to bring any claim against the CITY from or relating in any 
way to CITY's termination of this Agreement pursuant to this subsection 3.5.
3.6
AUDIT
CITY may audit all of CHAMBER' s records, calculations, and working 
documents pertaining to the subject matter of this MOU at a mutually agreeable 
time and place. CHAMBER's records (hard copy, as well as computer readable

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data), and any other supporting evidence deemed necessary by CITY to
substantiate charges and claims related to this MOU shall be open to inspection 
and subject to audit and/or reproduction by CITY's authorized representative to
the extent necessary to permit evaluation and verification of cost of the work, 
and any invoices, change orders, payments or claims submitted by CHAMBER 
or any of its payees pursuant to the execution of the MOU. CITY's authorized 
representative shall be afforded access, at reasonable times and places, to all of 
CHAMBER's records and personnel pursuant to the provisions of this article
throughout the original term of this MOU and any extensions thereof and for a
period of three years after last or final payment.
CHAMBER shall require all subcontractors to comply with the provisions of
this article by insertion of the requirements hereof in a written contract 
agreement between CHAMBER and payee.
If an audit in accordance with this Section, discloses overcharges, of any nature,
by CHAMBER to the CITY in excess of five percent (5%) of the total billings 
for direct costs, the actual cost of CITY's audit shall be reimbursed to the CITY 
by CHAMBER. Any adjustments and/or payments which must be made as a
result of any such audit or inspection of CHAMBER's invoices and/or records
shall be made within a reasonable amount of time (not to exceed 90 days) from 
presentation of CITY's findings to CHAMBER.
3.7
SUCCESSORS AND ASSIGNS
This MOU shall extend to and be binding upon CHAMBER, its successors and 
assigns, including any individual, company, partnership, or other entity with or
into which CHAMBER shall merge, consolidate, or be liquidated, or any 
person, corporation, partnership, or other entity to which CHAMBER shall sell
its assets.
3.8
ASSIGNMENT
Services covered by this MOU shall not be assigned or subcontracted in whole
or in part without the prior written consent of CITY.
3.9
SUBCONTRACTORS
During the performance of this MOU, CHAMBER may, subject to the approval
of CITY, engage such subcontractors as may be required for the timely
completion of this MOU. CHAMBER shall advise CITY of its intent to engage 
subcontractors prior to doing so.
In the event of subcontracting, the sole responsibility for fulfillment of all terms 
and conditions of this MOU rests with CHAMBER.
3.10
ALTERATIONS OR ADDITIONS TO SCOPE OF SERVICES

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The total Scope of Services to be performed in accordance with this MOU is
set forth herein. Services which are not included in the Scope of Services in 
Section
1.0 of this MOU will be considered Additional Services. CHAMBER 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 CHAMBER for such Additional 
Services.
3.11
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 the
original MOU.
3.12
CONFLICT OF INTEREST
This MOU is subject to cancellation pursuant to the provisions of A.R.S. § 38-
511.
3.13
FORCE MAJEURE
Neither party shall be responsible for delays or failures in performance resulting 
from acts beyond their control. Such acts shall include, but not be limited to,
acts of God, riots, acts of war, epidemics, governmental regulations imposed 
after the fact, fire, communication line failures, power failures, or earthquakes.
3.14
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.
3.15
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.
3.16
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 and all other previous agreements whether oral
or written, entered into prior to this MOU are hereby revoked and superseded
by this MOU.

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3.17
ARIZONALAW
This MOU shall be governed and interpreted according to the laws of the State 
of Arizona.
3.18
EQUAL EMPLOYMENT OPPORTUNITY
CHAMBER shall comply with Executive Order No. 11246, entitled "Equal 
Employment Opportunity", as amended by Executive Order No. 11375, and as 
supplemented in Department of Labor Regulations (41 CFR Part 60).
3.19
NOTICES
All notices or demands required to be given, pursuant to the terms of this MOU, 
shall be given to the other party in writing, delivered by hand or registered or 
certified mail, at the addresses set forth below, or to such other address as the
parties may substitute by written notice given in the manner prescribed in this
paragraph.
On behalf of CHAMBER:
Deanna Kupcik, President/CEO
Buckeye Valley Chamber of Commerce 508 East 
Monroe Avenue
Buckeye, AZ 85326
(623) 386-2727
On behalf of CITY:
David B. Roderique, Interim City Manager
City of Buckeye
530 East Monroe Ave Buckeye, AZ 85326 
(623) 349-6000
Notices shall be deemed received on date delivered if delivered by hand and on
the delivery date indicated on receipt if delivered by certified or registered
mail.
3.20
INDEPENDENT CONTRACTOR
It is clearly understood that each party will act in its individual capacity and not
as an agent or employee, partner, joint venture or associate of the other. An
employee or agent of one party shall not be deemed or construed to be the
employee or agent to the other party for any purposes whatsoever. The services
CHAMBER provides under the terms of this MOU to CITY are that of an
independent contractor, not an employee, or agent of CITY. CHAMBER, its
employees or subcontractors are not entitled to workers' compensation benefits
from the CITY. THE CITY does not have the authority to supervise or control 
the actual work of CHAMBER, its employees or subcontractors. CHAMBER, and 
not the CITY shall determine the time of its performance of the services provided

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under this MOU so long as CHAMBER meets the requirement of the Scope of 
Services in section 1.0 above. If required, CITY will report the value paid for these 
services each year to the Internal Revenue Service (I.R.S.) using Form 1099.
CITY shall not withhold income tax as a deduction from payments to be made 
under this MOU, provided CHAMBER provides the necessary Form W-9.
3.21
INDEMNIFICATION
To the fullest extent permitted by law, CHAMBER, 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 
CHAMBER'S violation of any Federal, State, County or CITY law, regulation or 
ordinance and to the extent caused by or resulting from any negligent act or 
omission of CHAMBER in work or services performed under this MOU and CITY 
office space and other CITY property, 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 CHAMBER may be liable including any injury or 
damages claimed by any of CHAMBER's and subcontractor's employees.
Any settlement of claims shall fully release and discharge the indemnified parties 
from any further liability for those claims. The settlement of claims and the release 
and discharge shall be in writing and shall be subject to approval by CITY, which 
approval shall not be unreasonably withheld or delayed.
It is agreed that CHAMBER's indemnity obligations under this MOU are triggered 
only if CHAMBER 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 paragraph and shall not be construed in any way to 
limit the scope and magnitude of CHAMBER's obligations to indemnify the CITY 
under this MOU. 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 required pursuant to this MOU.
3.22
E-VERIFY REQUIREMENTS
To the extent applicable under Ariz. Rev. Stat. § 41-4401, CHAMBER 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 Ariz. Rev. Stat. § 23-214(A). CHAMBER's
breach of the above-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 CHAMBER or any subcontractor who works on the MOU 
to ensure that CHAMBER is complying with the above-mentioned warranty.

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4.0
SEVERABILITY AND AUTHORITY
4.1
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.
4.2
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 have duly executed this MOU as of the date and year
first set forth above.
CITY OF BUCKEYE
______________________________
David B. Roderique, Interim City Manager
ATTEST:
APPROVED AS TO FORM:
______________________________
______________________________
Lucinda Aja, City Clerk
K. Scott McCoy, City Attorney
BUCKEYE VALLEY CHAMBER OF COMMERCE
______________________________
Deanna Kupcik, President and CEO
APPROVED AS TO FORM:
______________________________
Paul J. Faith, Chamber Attorney