HomeMy WebLinkAboutMOA with Treaure Valley Childrens Theater for Facility Rental for 8 in 48MEMORANDUM OF AGREEMENT FOR FACILITY RENTAL
FOR 8 IN 48 SHORT PLAY FESTIVAL
This MEMORANDUM OF AGREEMENT FOR FACILITY RENTAL FOR 8 IN 48
SHORT PLAY FESTIVAL (hereinafter "Agreement") is made this � day of September, 2015
(the "Effective Date"), by and between the City of Meridian, a municipal corporation organized
under the laws of the State of Idaho ("City"), through the duly delegated Meridian Arts
Commission, and Treasure Valley Children's Theater, LLC, a limited liability company
organized under the laws of the State of Idaho, doing business as Treasure Valley Children's
Theater ("TVCT"). Collectively, these three parties shall be referred to herein as "Parties."
WHEREAS, the mission of the Meridian Arts Commission is to develop, advance, and
nurture all facets of the arts to enhance the quality of life for Meridian residents and its visitors;
the mission of TVCT is to be part of a healthy, growing community by producing quality theater
arts experiences for youth; and the respective governing bodies of City and TVCT find that these
missions complement each other and wish to work together to further the objectives of both;
WHEREAS, on September 26, 2015, TVCT, with support from the Meridian Arts
Foundation ("MAF") and other community partners, is presenting a short play festival entitled "8
in 48" to perform eight (8) new works, written for young audiences and selected from a national
call, which festival will be a fundraiser for MAF's effort to build a performing arts facility in
Meridian;
WHEREAS, 8 in 48 will be held at United Methodist Church of Meridian, Idaho, Inc.,
("MUMC"), located at 235 E. Pine Street, Meridian, Idaho, and City wishes to partner with
TVCT by paying to MUMC the fee for rental of the MUMC facility for 8 in 48;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged and agreed, and in consideration of the mutual promises and
covenants herein contained, and in consideration of the recitals above, which are incorporated
herein, the Parties agree as follows;
1. TVCT commitment, On September 26, 2015, at 7,30 p.m., at MUMC, TVCT shall present
the 8 in 48 short play festival ("Event"), at TVCT's sole expense and discretion.
2. City commitment, Following TVCT's completion of the Event on September 26, 2015, and
TVCT's provision to City an invoice from MUMC and a W-9 form completed by MUMC,
City shall pay to MUMC facility rental fees in the amount of one thousand dollars
($1,000.00), by check sent to MUMC via U.S. Mail,
3. TVCT performance condition precedent. Performance by TVCT of the commitments set
forth in this Agreement shall be a condition precedent to City's obligation to remit payment
to MUMC. In the event that TVCT does not fulfill the commitments set forth herein, for any
reason, City shall not be obligated to pay the facility rental fees to MUMC as set forth herein,
in which case TVCT shall assume responsibility for any and all fees due to MUMC.
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4. Indemnification. TVCT and each and all of TVYT's employees, agents, contractors,
officials, officers, servants, guests, and/or invitees, including any and all participants in the
Event or related activities, shall indemnify and save and hold harmless City from and for any
and all losses, claims, actions, judgments for damages, or injury to persons or property and
losses and expenses caused or incurred by TVCT, or any employee, agent, contractor,
official, officer, servant, guest, and/or invitee thereof, at or in his or her use of MUMC or any
lack of maintenance or repair thereon and not caused by or arising out of the tortious. conduct
of City.
5. Insurance. TVCT shall submit to City proof of an insurance policy issued by an insurance
company licensed to do business in Idaho protecting TVCT, TVCT's employees, and
TVCT's agents and invitees from all claims for damages to property and bodily injury,
including death, which may arise during or in connection with the Event, including auditions,
rehearsals, set-up, performance, and tear -down. Such insurance shall name City as additional
insured, and shall afford at least five hundred thousand dollars ($500,000.00) per person
bodily injury, five hundred thousand dollars ($500,000.00) per occurrence bodily injury, and
five hundred thousand dollars ($500,000.00) per occurrence property damage. The limits of
insurance shall not be deemed a limitation of the covenants to indemnify and save and hold
harmless City as set forth in this Agreement. If City becomes liable for an amount in excess
of the insurance limits herein provided due to the actions or omissions of TVCT or any
TVCT employee, agent, contractor, official, officer, servant, guest, and/or invitee, or any
participant in or observer of Event or related activities, TVCT covenants and agrees to
indemnify and save and hold harmless City from and for all such losses, claims, actions, or
judgments for damages or liability to persons or property.
6. Notices. All notices required to be given by either of the parties hereto shall be in writing
and be deemed communicated when personally served, or mailed via United States mail,
addressed as follows:
If to TVCT: If to City:
Autumn Kersey Hillary Bodnar
Treasure Valley Children's Theater City of Meridian
P.O. Box 9144 33 East Broadway Ave
Boise ID 83707 Meridian ID 83642
Either party may change its authorized representative and/or address for the purpose of this
paragraph by giving written notice of such change 'to the other party in the manner herein
provided.
7. Assignment. TVCT shall not assign or sublet all or any portion 'of TVCT's interest in this
Agreement or any privilege or right hereunder, either voluntarily or involuntarily, without the
prior written consent of City. This Agreement and each and all of the terms and conditions
hereof shall apply to and shall be binding upon the respective organizations, legal
representatives, successors, and assigns of the parties.
8. Termination. Grounds for termination of this Agreement shall include: an act or omission
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which breaches any term of this Agreement; an act of nature or other unforeseeable event
which precludes or renders performance impossible; or a change in or occurrence of
circumstances that renders performance a detriment to the -public health, safety, or welfare.
Either party may terminate this Agreement in whole, or in part, by providing seven (7) days
written notice of termination.
9. Acceptance as is. TVCT acknowledges that TVCT has inspected the MUMC premises and
does accept the premises as being in good and satisfactory order, condition, and repair, and as
being useful for the purpose of presenting the Event. It is understood and agreed that City
makes no warranty or promise as to the condition, safety, usefulness or habitability of the
MUMC facility, and TVCT accepts such facility "as is."
10. Acknowledgement of risk. TVCT acknowledges that holding the Event at MUMC may
carry a risk of injury, death, and/or property loss or damage, and with that knowledge, TVCT
does assume for itself, for TVCT's employees, invitees, guests, agents, volunteers, and any
and all persons acting under TVCT's direction and/or authority, any and all risks and hazards
of undertaking this activity. TVCT understands and acknowledges that the City of Meridian
shall provide no insurance or benefit coverage of any kind for injury, death, and/or property
damage that may result in connection with or arising out of activities related to the Event or
related use of MUMC.
11. Compliance with laws. In performing the services required hereunder, the Parties shall
comply with all applicable laws, ordinances, and codes of Federal, State, and local
governments.
12. Discrimination prohibited. In performing the Services required herein, School shall not
discriminate against any person on the basis of race, color, religion, sex, national origin or
ancestry, age or physical handicap.
13. Construction and severability. If any part of this Agreement is held to be invalid or
unenforceable, such holding will not affect the validity or enforceability of any other part of
this Agreement so long as the remainder of the Agreement is reasonably capable of
completion.
14. Time of the essence. The parties shall fulfill obligations described in this Agreement in a
timely manner, as set forth herein. The parties acknowledge and agree,that time is strictly of
the essence with respect to this Agreement, and that the failure to timely perform any of the
obligations hereunder shall constitute a default of this Agreement.
15. Entire Agreement. This Agreement contains the entire agreement of the parties and
supersedes any and all other agreements or understandings, oral or written, whether previous
to the execution hereof or contemporaneous herewith.
16. Applicable Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Idaho.
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17. Approval Required. This Agreement shall not become effective or binding until approved
by the respective governing bodies of both City and TVCT,
IN WITNESS WHEREOF, the parties shall cause this Agreement to be executed by
their duly authorized officers to be effective as of the day and year first above written.
TREASURE VALLEY CHILDREN'S THEATER, LLC:
BY: J-4�a)
AutumdKersey, tanager
CITY OF MERIDIAN: 'LCD AU
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Tammy )Veerd �- y " -
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Mayor SE' Al_.
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