HomeMy WebLinkAboutMeridian Dairy and Stock Shows, Inc. MOA - Dairy Days MEMORANDUM OF AGREEMENT: MERIDIAN DAIRY DAYS
This Memorandum of Agreement (hereinafter "Agreement") is made this 7th day of June, 2022
(the "Effective Date"), by and between the City of Meridian, a municipal corporation organized under
the laws of the State of Idaho (hereinafter"City"), and Meridian Dairy& Stock Shows, Inc., a non-profit
organization organized under the laws of the State of Idaho (hereinafter "Organizer").
WHEREAS,Meridian Dairy Days has been celebrated in Meridian since 1929, and Organizer
continues to uphold this historic legacy of community spirit, agricultural heritage, and building strong
leaders for our future by supporting 4-H and Future Farmers of America in the Meridian area;
WHEREAS,Meridian City Code section 3-4-5(F)(3)(b) authorizes the provision of City
services necessary to support historic Meridian special events at no or reduced charge to the organizer,
as established by written agreement;
WHEREAS,Meridian City Code section 13-2-4(C)(1) states that no park reservation fee shall
apply to Historic Meridian Special Events;
WHEREAS,Meridian City Council finds that investing public funds in Organizer's event will
enhance the Meridian community's quality of life, highlight a vital part of Meridian's history and future,
and stimulate economic development by showcasing downtown Meridian;
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, City and
Organizer agree as follows:
I.CITY'S COMMITMENTS.
A. Use of Park. At no charge to Organizer, City shall allow Organizer to host the historic Meridian
special event known as Meridian Dairy Days ("Event") in City's Storey Park, located at 205 E.
Franklin Road ("Park"), from June 23, 2022 to June 25, 2022, at the time, place, and manner set
forth in this Agreement and in City of Meridian Temporary Use Permit no. TUP-22-0043.
B. Parks & Recreation staffing. At no charge to Organizer, City shall provide services of Meridian
Parks &Recreation Department personnel as needed to support the Event, including trash removal,
janitorial services, and ongoing and on-call facility oversight and maintenance.
C. Traffic control plan. City shall directly pay one (1) vendor, selected by Organizer, and approved
by the Ada County Highway District, to provide a traffic control plan for the parade, for review and
approval by the Ada County Highway District and Meridian Police Department, as well as
barricades, cones, candles, and any other equipment necessary for vehicle and pedestrian traffic
safety and control. City shall pay the vendor directly within thirty (30) days of receipt of vendor's
invoice.
MEMORANDUM OF AGREEMENT:MERIDIAN DAIRY DAYS PAGE I
Item#14.
D. Meridian Police staffing. At no charge to Organizer, City shall provide services of Meridian Police
Department personnel as needed to support the Event, primarily traffic and crowd control for the
parade.
E. Meridian Fire staffing. At no charge to Organizer, City shall provide services of Meridian Fire
Department personnel as needed to support the Event, primarily available to provide emergency
medical services for patrons of the parade.
F. Application fee waived. City shall waive the temporary use permit application fee for TUP no.
TUP-22-0043.
G. Facility operation. City shall provide general maintenance, mowing, irrigation, and custodial
services with regard to Park facilities, infrastructure, and vegetation. City shall provide all necessary
utilities and services to Park facilities, including, but not limited to, electricity, potable water,
sewage service, and/or typical waste and refuse removal.
II.ORGANIZER'S COMMITMENTS.
A. Reasonable use. Organizer shall employ best efforts to ensure that its use of Park and Park
facilities, amenities, infrastructure, and/or vegetation is appropriate and reasonable. Organizer shall
exercise best efforts to see that any and all use of Park, to the extent reserved by Organizer, is in
compliance with all laws and with City's policies regarding use of City parks and/or facilities,
including, but not limited to, policies be adopted or enacted by the Director of the Meridian Parks
and Recreation Department.
B. Permitting. In addition to compliance with all terms and provisions of this Agreement, Organizer
shall separately obtain and comply with each and all of the following permits, as required by law:
1. City of Meridian Temporary Use Permit for a Historic Meridian Special Event;
2. Any and all applicable licenses, permits, inspections, and/or certifications from the Ada County
Highway District;
3. Any and all applicable licenses, permits, inspections, and/or certifications from the Central
District Health Department; and
4. Any and all reservations and scheduling arrangements required by the Meridian Parks and
Recreation Department, Meridian Police Department, and Meridian Fire Department.
C. Manner of Park use. Organizer's use of Park for Event shall be subject to all terms and conditions
as set forth in this Agreement, in City of Meridian Temporary Use Permit no. TUP-22-0043, and any
applicable laws and policies, including, without limitation, the Meridian Parks and Recreation Event
Planners' Handbook. Such terms and conditions shall include, but shall not be limited to, the
following:
1. Park is public property; the public must have general access to all open areas of Park at all times.
2. Organizer shall make every effort to provide and maintain access to Event for persons with
disabilities.
3. No smoking shall be allowed in Park.
4. Used water, grease, charcoal, and other materials and supplies must be carried out of Park at the
conclusion of Event, and may not be disposed of at Park.
MEMORANDUM OF AGREEMENT:MERIDIAN DAIRY DAYS PAGE 2 page 261
Item#14.
1. Insurance. Organizer shall submit to City proof of an insurance policy issued by an insurance
company licensed to do business in Idaho protecting Organizer, Organizer's employees, and
Organizer's agents from all claims for damages to property and bodily injury, including death, which
may arise during or in connection with Event, including Event set-up and tear-down. Such insurance
shall name City as additional insured, and shall afford at least one million dollars ($1,000,000.00)
per person bodily injury, one million dollars ($1,000,000.00) per occurrence bodily injury, and one
million dollars ($1,000,000.00) 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 or any permit.
IV.GENERAL PROVISIONS.
A. Notice. Communication between Organizer and the City Contact regarding day-to-day matters shall
occur via e-mail or telephone. All other notices required to be given by either of the parties hereto
shall be in writing and be deemed communicated when personally served, or mailed in the United
States mail, or via e-mail, addressed as follows:
City: Organizer:
City of Meridian Hans Bruijn, President
Attn: City Clerk Meridian Dairy & Stock Shows, Inc.
33 E. Broadway Avenue 6627 Airport Road
Meridian, Idaho 83642 Nampa, Idaho 83687
cityclerk@meridiancity.org bruijn@centurylink.net
B. No right to exclude conveyed. Use of Park under this Agreement shall include neither the right to
exclude any law-abiding person from Park where such person is not unduly interfering with
Organizer's use thereof, nor the right to interfere with any person's concurrent, lawful use of Park
where such concurrent use does not conflict or interfere with Organizer's use. At all times
Organizer shall be on an equal footing with the general public regarding its use of Park. Organizer
shall exercise any exclusive use granted by this Agreement only in accordance with the terms of this
Agreement and in accordance with any and all applicable laws and City policies.
C. No agency. Neither Organizer nor Organizer's employees, agents, contractors, officials, officers,
servants, guests, and/or invitees shall be considered agents of City in any manner or for any purpose
whatsoever in their use and occupancy of Park.
D. Indemnification. Organizer and each and all of Organizer's employees, agents, contractors,
officials, officers, servants, guests, and/or invitees, including any and all participants in 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 Organizer or any Organizer employee, agent, contractor, official, officer,
servant, guest, and/or invitee, or any participant in or observer of Organizer programming, at or in its
use of Park or any lack of maintenance or repair thereon and not caused by or arising out of the
tortious conduct of City.
MEMORANDUM OF AGREEMENT:MERIDIAN DAIRY DAYS PAGE 3 page 262
Item#14.
E. No warranty. City makes no warranty or promise as to the condition, safety, usefulness, or
habitability of the premises; Organizer accepts Park for use as is, both at the Effective Date of this
Agreement and throughout the course of Event and all related activities.
F. Compliance with laws. In performing the scope of services required hereunder, City and Organizer
shall comply with all applicable laws, ordinances, and codes of Federal, State, and local
governments.
G. Attorney Fees. Should any litigation be commenced between the parties hereto concerning this
Agreement, the prevailing party shall be entitled, in addition to any other relief as may be granted, to
court costs and reasonable attorneys' fees as determined by a court of competent jurisdiction. This
provision shall be deemed to be a separate contract between the parties and shall survive any default,
termination or forfeiture of this Agreement.
H. 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.
I. Termination.
1. Grounds. Grounds for termination of this Agreement shall include, but shall not be limited to:
an act or omission by either party which breaches any term of this Agreement; an act of nature or
other unforeseeable event which precludes or makes impossible the performance of the terms of
this Agreement by either party; or a change in or occurrence of circumstances that renders the
performance by either party a detriment to the public health, safety, or welfare.
2. Process. Either party may terminate this Agreement by providing twenty-four(24) hours notice
of intention to terminate. Such notice shall include a description of the breach or circumstances
providing grounds for termination. A twenty-four (24) hour cure period shall commence upon
provision of the notice of intention to terminate. If, upon the expiration of such cure period, cure
of the breach or circumstances providing grounds for termination has not occurred, this
Agreement shall be terminated upon mailing or e-mailing of notice of termination.
J. Nonappropriation. Organizer acknowledges that City is a governmental entity, and the validity of
this Agreement is based upon the availability of public funding under the authority of its statutory
mandate. Notwithstanding anything in this Agreement to the contrary, City's obligations under this
Agreement shall be subject to and dependent upon appropriations being made by City Council for
such purpose.
K. 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.
MEMORANDUM OF AGREEMENT:MERIDIAN DAIRY DAYS PAGE 4 page 263
L. Entire Agreement. This Agreement and Temporary Use Permit no. TUP-22-0043 contain the
entire agreement of the parties and supersede any and all other agreements or understandings, verbal
or written, whether previous to the execution hereof or contemporaneous herewith.
M. Applicable law. This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of Idaho.
N. Approval required. This Agreement shall not become effective or binding until approved by the
respective governing boards of both Organizer and City.
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.
ORGANIZER:
BY:
ans Bruijn i
President, Meridian Dairy& Stock Shows, Inc.
CITY OF MERIDIAN: Attest:
BY:
Robert E. Simison, Mayor 6-7-2022 Chris Johnson, City Clerk 6-7-2022
MEMORANDUM OF AGREEMENT:MERIDIAN DAIRY DAYS PAGE 5