HomeMy WebLinkAboutMDC Contribution to Meridian Farmer's MarketMEMORANDUM OF AGREEMENT
FOR CONTRIBUTION TO 2018 MERIDIAN FARMERS' MARKET
This MEMORANDUM OF AGREEMENT ("Agreement") is made this(_ day of
2018 ("Effective Date"), by and between the City of Meridian, a municipal
corporation Aganized under the laws of the State of Idaho ("City"), and Meridian Development
Corporation, an urban renewal agency organized under the laws of the State of Idaho ("MDC").
WHEREAS, City and MDC are mutually interested in enhancing the Meridian
community's quality of life; enriching the character of downtown Meridian; promoting healthy
eating and locally grown produce; and providing opportunities for members of the Meridian and
greater youth communities to produce and sell fruits, vegetables, and other agricultural or hand-
crafted products;
WHEREAS, in the summer of 2018, City will present a weekly farmers' market ("Market")
to be held in downtown Meridian; and
WHEREAS, MDC is willing to contribute to City five thousand dollars ($5,000.00) toward
expenses related to the presentation of Market;
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, the Parties agree as follows:
I. CITY's RESPONSIBILITIES.
A. Market production. Between June 23, 2018 and September 1, 2018, City agrees to present,
or contract with a third party to present, a weekly farmers' market in downtown Meridian.
City anticipates that such market will include produce vendors, educational displays,
musical performers, and/or food and beverage vendors. The selection of staff and/or
vendors for Market shall be made by City or City's contractor.
B. Publicity. City shall publicize the Market, which publicity may include distribution of
information via written and broadcast media, social and online media, e-mail, and posters.
Decisions regarding the time, place, and manner of such publicity shall be made by City.
C. Acknowledgment of sponsorship. Where appropriate, MDC shall be recognized as a
sponsor of Market and the MDC logo shall be printed on event marketing materials where
sponsors' logos are printed.
D. Invoice MDC. City shall provide one (1) invoice to MDC by February 1, 2018, in the
amount of five thousand dollars ($5,000.00), and City shall use such amount for the payment
of expenses related to the production of Market.
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IL MDC's RESPONSIBILITIES.
A. Reimbursement. Within thirty (30) days of receipt of City's invoice, MDC shall provide
payment to City in the amount of five thousand dollars ($5,000.00).
B. Logo. MDC shall provide City with a copy of its logo, in digital format, for use on
marketing materials as described herein.
C. Appropriation. Notwithstanding anything in this Agreement to the contrary, MDC's
obligations under this Agreement to provide payment to City as described herein shall be
subject to and dependent upon appropriations being made by the MDC governing board for
such purpose. The officer or administrator charged with the responsibility of preparing
MDC's Fiscal Year 2018 budget shall include in the proposed budget the amount noted
herein, which will be duly considered by the Board along with the other proposed
expenditures for Fiscal Year 2018.
III. GENERAL TERMS.
A. Term. This Agreement begins immediately upon execution and shall remain in effect
through September 30, 2018.
B. Notice. Notice required to be provided by either of the parties under this Agreement shall
be in writing and be deemed communicated when mailed by United States Mail, addressed
as follows:
City: City of Meridian MDC: Meridian Development Corporation
Recreation Manager Ashley Squyres, Administrator
33 E. Broadway Avenue 104 E. Fairview Avenue #239
Meridian ID 83642 Meridian ID 83642
Either parry may change its address for the purpose of this paragraph by giving formal
notice of such change to the other in the manner herein provided.
C. Entire agreement; modification. This Agreement embodies the entire agreement and
understanding between the parties pertaining to the subject matter of this Agreement, and
supersedes all prior agreements, understandings, negotiations, representations, and
discussions, whether verbal or written, of the parties pertaining to that subject matter. The
Agreement may not be changed, amended, or superseded unless by means of writing
executed by both Parties hereto.
D. Termination. Either party may terminate this Agreement in whole, or in part, due to
convenience, nonappropriation, or when either or both parties agree that the continuation of
this Agreement is not in the parties' best interest, by providing thirty (30) days written
notice. If MDC is the terminating party, City shall be entitled to receive reimbursement for
payments made for services properly performed by City to the date of termination. If City is
the terminating party, MDC shall be entitled to reimbursement for a pro -rata share of
MDC's contribution for remaining weekly markets that have not been presented at the time
of termination. City's decision to cancel or reschedule a weekly market due to inclement
weather or other unforeseen event on the day of such scheduled concert shall not constitute
MEMORANDUM OF AGREEMENT FOR MDC's MYFM CONTRIBUTION PAGE 2 OF 3
termination or breach, and MDC shall not be entitled to pro -rata or other reimbursement in
such circumstance.
E. Indemnification. To the fullest extent permitted by law and by Article VIII, section 4 of the
Idaho Constitution, City agrees to indemnify, defend, and hold harmless MDC and its
officers, agents, consultants, and employees from and against any and all liability, claims,
losses, actions, or judgments, costs and fees, including any costs and attorney's fees incurred
therein, for damages, losses, or injury to entities, persons or property for any act, error, or
omission arising out of or in any way connected with the activities and programs described
herein and/or the activities of City and its officers, employees, contractors, or agents related
to or connected with this Agreement.
F. 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. The invalidity
or unenforceability of any particular provision of this Agreement shall not affect the other
provisions, and this Agreement shall be construed in all respects as if any invalid or
unenforceable provision were omitted.
G. Applicable Law. The Agreement shall be governed by the laws of the State of Idaho and
jurisdiction for any disputes arising hereunder shall be in the Fourth Judicial District, Ada
County, State of Idaho.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
Effective Date first written above.
MERID N DEVELOPMENT CO ORATION:
SIGNaRE
A V e, U,) i ✓10( 0 r
BY (PRINT NAME, TITLE
Cy M_IV&$] a1 1 ORR 17 F11\l~
O� g 3 AUGUST
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Tammy eerd, Mayor�p� of
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IDAHO
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Attest:
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SIGNATURE
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BY PRINT NAME, TITLE
Attest:
Way Cols City erk
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