Revised draft dated 12/19/14

MAEDA - Chamber Agreement

Marshall Area Economic Development
Alliance (MAEDA)
323 West Michigan Avenue
Marshall, Michigan 49068
Attn: Board Chair
Email:

Marshall Area Chamber of Commerce

(Chamber)
323 West Michigan Avenue
Marshall, Michigan 49068
Attn:
Email:

1.
Acknowledged Facts. The Chamber plans to discontinue its operations,
dissolve, and transfer its net assets to MAEDA on certain conditions. The parties expect that this
transaction will be completed by June 30, 2015 and are making this agreement to provide for that
transaction.
2.
Asset Transfer and Other Closing Actions. No later than June 30, 2015,
the Chamber and MAEDA will take the following actions:
a.
The Chamber will transfer to MAEDA all of the Chambers assets,
including cash, furniture, and other assets to be itemized by the Chamber before the
closing.
b.

The Chamber will cease operations and dissolve.

c.
The Chamber will assign to MAEDA all of the Chambers rights
under its Management Agreement dated July 21, 1994, with Calhoun County (the BedTax Agreement).
d.
The Chamber will withdraw as a party to the Management and
Administrative Services Agreement dated July 1, 2013, among the Marshall DDA, the
Marshall LDFA, the Chamber, and MAEDA (the MAS Agreement).
e.
The Chamber and MAEDA will take other actions necessary to
close the transactions described in this agreement.
3.

Operations Pending Closing.

Until the assets are transferred, the

Chamber will:
a.
continue to operate in the usual course of business and within its
budget, but will not incur significant liabilities and may begin to wind down its level of
activities;
b.
not offer programs or services to its members tht would overlap,
duplicate, or conflict with MAEDAs activities;

MJ_DMS 26762204v2

c.
give MAEDA complete access to the Chambers financial,
membership, donor and other business information; and
d.
allow MAEDA to contact Chamber members to market programs
and services, verify dues, and for other purposes that MAEDA deems reasonable.
4.
Contingencies. Neither party is obligated to close unless each of the
following has occurred before June 30, 2015:
a.
approval of this Agreement by the Chambers membership to the
extent required by the Chambers articles and bylaws;
b.
Calhoun Countys agreement to assign to MAEDA all of the
Chambers rights under the Bed-Tax Agreement; and
c.
Agreement by the Marshall DDA, the Marshall LDFA, and the
City of Marshall to (i) release the Chamber as a party from the MAS Agreement and (ii)
adjust the Proportionate Share of each of those parties under the MAS Agreement on
terms acceptable to MAEDA.
5.
No Liabilities Assumed. MAEDA is not assuming any of the Chambers
liabilities and is not a successor to the Chamber in any way. This agreement is not a promise by
MAEDA to employ any Chamber employee.
6.

Chamber Representations. The Chamber represents to MAEDA that:

a.
The December 4, 2014 balance sheet accurately states the
Chambers current financial condition and discloses all material liabilities.
b.
No default by any party exists under the Bed-Tax Agreement or
the MAS Agreement.
7.

Loss Payment, a/k/a Indemnification.

a.
The Chamber must pay MAEDAs losses to the extent caused by
the Chambers negligence, willful misconduct, or breach of this agreement. Losses
include bodily injury, property damage, loss of property value, staff time, and reasonable
attorney fees. The Chamber must also defend MAEDA in any proceeding seeking losses
from MAEDA that the Chamber would be responsible for under this section. This
defense is at the Chambers expense and begins upon notice from MAEDA. The
Chamber must use legal counsel approved by MAEDA. The Chamber must maintain
CGL insurance (with contractual liability coverage) of at least $1 million. The Chamber
may not dissolve until it delivers to MAEDA the promise of one of the other parties to
the MAS Agreement to assume this indemnity after the Chamber dissolves, all on terms
acceptable to MAEDA.
b.
MAEDA must pay the Chambers losses to the extent caused by
MAEDAs negligence, willful misconduct, or breach of this agreement. Losses include

bodily injury, property damage, loss of property value, staff time, and reasonable attorney
fees. MAEDA must also defend the Chamber in any proceeding seeking losses from the
Chamber that MAEDA would be responsible for under this section. This defense is at the
expense of MAEDA and begins upon notice from the Chamber. MAEDA must use legal
counsel approved by the Chamber. MAEDA must maintain CGL insurance (with
contractual liability coverage) of at least $1 million.
8.

MAEDA Promises.

a.
Assistance. MAEDA will (i) assist the Chamber in obtaining
Chamber member approval of this agreement, (ii) cooperate with the Chamber to
determine how MAEDA can provide services to people who formerly relied on the
Chamber for services, and (iii) use its best efforts to obtain an assignment of the Bed-Tax
Agreement and the necessary changes to the MAS Agreement. But MAEDA is not
required to take any action that would jeopardize MAEDAs status as a tax-exempt
organization under IRC section 501(c)(3).
b.
Use of Chamber Funds. MAEDA will use funds received from the
Chamber for only the following purposes: __________________________________.
9.

Default and Remedies.

a.
Chamber Defaults. If the Chamber fails to fulfill any of its
obligations, MAEDA has all available remedies, including specific performance and the
right to set off sums against any amounts owed from MAEDA to the Chamber. No
remedy is exclusive. Overdue amounts accrue interest at 7% per year or the maximum
legal rate, whichever is less. The Chamber must reimburse MAEDA on demand for all
expenses incurred to enforce its rights, including reasonable attorney fees.
b.
MAEDA Defaults. If MAEDA fails to fulfill any of its
obligations, the Chamber has all available remedies, including specific performance and
the right to set off sums against any amounts owed from the Chamber to MAEDA. No
remedy is exclusive. Overdue amounts accrue interest at 7% per year or the maximum
legal rate, whichever is less. MAEDA must reimburse the Chamber for all expenses
incurred to enforce its rights, including reasonable attorney fees.
c.
Post-Dissolution Enforcement Against MAEDA.
MAEDA
recognizes that enforcement against MAEDA under this agreement will be difficult to
pursue because the Chamber may dissolve before enforcement is required. Therefore, the
parties agree that the City of Marshall will be a third-party beneficiary of this agreement
and may enforce all of the Chambers rights under this agreement at any time after the
Chamber dissolves.
10.

General Terms.

a.
Entire Agreement and Amendment. This agreement contains the
entire agreement between the parties with respect to its subject and supersedes all

previous representations, discussions, and undertakings.

amended only in writing signed by both parties.
b.

This agreement may be

Authority. The only representative for each party is:

For the Chamber:

Board Chair

For MAEDA:

Board Chair at the time the action is taken

Each party may rely on this authorized representatives act as binding that
representatives organization, except to the extent a party has notice to the contrary.
c.
Anti-Reliance. Each party represents that (i) it has had full
opportunity to consult with legal and other advisors as it determines advisable or
necessary in connection with its decision to knowingly execute this agreement, and (ii) it
has not relied on any representation or other statements made by any other party other
than those in this agreement.
d.

Notices.

i.
General Requirements. Any notice permitted or required
under this agreement must be in writing, have its postage prepaid by the sender,
and for mailed, facsimile or electronic mail delivery, must be addressed to the
recipient at the address most recently given by the recipient to the sender.
ii.

Deemed Delivery.

Notice is deemed given upon the

earliest of:
1)

actual receipt;

2)

hand delivery in person;

3)
two business days after being deposited in the
United States first-class mail;
4)
one business day after being mailed by a nationally
recognized private overnight mail or courier service such as FedEx or UPS
for next business day delivery; or
5)
the same business day the notice is sent by facsimile
or electronic mail if sent before 5:00 p.m. local time in the recipients time
zone (otherwise facsimile or electronic mail notice is deemed given on the
next business day).
e.
Relationship. The Chambers relationship to SMP is client-toindependent contractor. No MAEDA personnel are employees of the Chamber, and the
Chamber is not a partner of MAEDA.

f.

Interpretation.

i.
Headings are only indications of article and section
contents and may be used to that extent to interpret this agreement.
ii.
References to laws, documents and other written materials
include amendments that may be made from time to time.
iii.
References to days mean calendar days. Any deadline or
end of any time period that does not fall on a business day extends through the
next business day. Business day means any calendar day other than a Saturday,
Sunday or other day on which financial institutions close.
iv.

Each term is enforceable only to the extent that the law

allows.
Marshall Area Economic Development
Alliance

Marshall Area Chamber of Commerce

By

By

Its:

Authorized Agent

Its

Date

Date

Current Board Chair