HomeMy WebLinkAboutMeridian Development Corp. MOA Contributions to Concerts on Broadway Item#11.
MEMORANDUM OF AGREEMENT
FOR CONTRIBUTION TO 2020 CONCERTS ON BROADWAY
This MEMORANDUM OF AGREEMENT FOR CONTRIBUTION TO CONCERTS ON
BROADWAY ("Agreement") is made this 1 st of October, 2020 ("Effective Date"), by and between
the City of Meridian, a municipal corporation organized 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 desire that the plaza at Meridian City Hall serve as a place
where members of the community can gather to enjoy downtown Meridian and to take part in the
arts;
WHEREAS, in the summer of 2021, the Meridian Arts Commission will present Concerts
on Broadway, a series of live, outdoor performances to be held in the Meridian City Hall plaza; and
WHEREAS,MDC is willing to contribute to City ten thousand dollars ($10,000.00)toward
expenses related to the presentation of the Concerts on Broadway series;
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. Concert production. Between May 1, 2021 and September 30, 2021, City agrees to present
at least three (3) free outdoor concerts at Meridian City Hall plaza as part of the 2020
Concerts on Broadway series. Such concerts will include live musical performance, and
may include an opening act, food vendor(s), amplified sound, and limited chair seating. The
selection of staff and/or vendors for Concerts on Broadway shall be made by City.
B. Publicity. City shall publicize the 2021 Concerts on Broadway series,which publicity may
include distribution of information via written and broadcast media, social and online media,
e-mail, posters, and a banner displayed at Meridian City Hall. Decisions regarding the time,
place, and manner of such publicity shall be made by City.
C. Acknowledgment of sponsorship. Though the amount contributed by MDC would
typically allow MDC to be acknowledged as a title sponsor of the 2021 Concerts on
Broadway series, MDC's desire is to be acknowledged as a Tier 1 sponsor(or like
designation). As such, MDC shall be entitled to recognition as "sponsored by," and have the
MDC logo printed on all event marketing materials where sponsors' logos are printed.
D. Invoice MDC. City shall provide one (1) invoice to MDC by May 1, 2021, in the amount of
ten thousand dollars ($10,000.00), and City shall use such amount for the payment of
expenses related to the production of Concerts on Broadway.
MEMORANDUM OF AGREEMENT FOR MDC's CONCERTS ON BROADWAY CONTRIBUTION PAGE 1 OF 3
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Item#11.
II. 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 ten thousand dollars ($10,000.00).
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 2021 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 2021.
III.GENERAL TERMS.
A. Term. This Agreement begins October 1, 2020 and shall remain in effect through
September 30, 2021.
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
Arts & Culture Coordinator Ashley Squyres, Administrator
33 E. Broadway Avenue 104 E. Fairview Avenue#239
Meridian ID 83642 Meridian ID 83642
Either party 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 any concerts that have not been presented at the time of termination,
i.e., $3,333.33 per concert. If the City decides to cancel all or a portion of the concerts due
to concerns related to COVID-19 or other health risks, then MDC shall be entitled to
reimbursement in the amount of$3,333.33 per concert cancelled. City's decision to cancel
MEMORANDUM OF AGREEMENT FOR MDC's CONCERTS ON BROADWAY CONTRIBUTION PAGE 2 OF 3
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Item#11.
1
ur m-%chedulc a ctn ved die to inclement weather ut other unforewen event on OW day of
such %checluled concert shall rml constilutc termination tie brawh,and MIX xholl n(4 he
entiticJ its pn)-rasa;w other rrimburtement in tech circutttstancc
I . ludemnlliration, lu the fullc%t extent permitted by law and by Ariiklt VI11,Scctitin 4 of the
Idaho l onmitutton.City Agrees to irxlemnil'y,defend.and htild harrnle" MDC and its
officcrs,agents,consultants. and cmployeea from and against any and all liahifity.claims,
losses,actions,or judgments.casts and fees, including any colts and attorney'ts fees incurred
tltcmin. for damages, losses,or injury to entities. penons or property for any act, err„r.or
ornission arising out of or in any way connected with the activities and programs dc%crihed
herein and/or the activities of City and its officers,employees.contractors,or agents related
to or connected with this Agreement.
F. Severabillty. If any part of this Agreement is held to be invalid or unenforceable.such
holding will not afrect 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.
MERIDIAN DEVELOPMENT CORPORATION:
Attest:
ave Winder,C airman e • , ry
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LU1#1;1V"n
CITY OF MERIDIAN: Attest:
Robert E. Simison, Mayor 2-9-2021 Chris Johnson,City Clerk 2-9-2021
MEMORANDUM OF AGREEMENT FOR MDC's CONCERTS ON BROADWAY CONTRIBUTION PAGE 3 of 3
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