Memorandum of Agreement with Meridian Development Corp for Contribution to Concerts on Broadway
MEMORANDUM OF AGREEMENT
FOR CONTRIBUTION TO CONCERTS ON BROADWAY
This MEMORANDUM OF AGREEMENT FOR CONTRIBUTION TO CONCERTS ON
BROADWAY ("Agreement") is made this 16 day of September, 2014 ("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 2015,the Meridian Arts Commission will present Concerts on
Broadway, a series of live, outdoor performances to be held in the Meridiani 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 31, 2015 and September 30, 2015, City agrees to
present four(4) free outdoor concerts at Meridian City Hall plaza as part of the 2015
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 byCity.
B. Publicity. City shall publicize the 2015 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 2015 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," be
recognized and allowed an opportunity to address the audience during intermission at all
concerts, set up a display table and banner at one(1) concert, 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 April 1, 2015, 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, which
Yexpenses
MEMORANDUM OF AGREEMENT FOR MDC's CONCERTS ON BROADWAY CONTRIBUTION PAGE 1 OF 3
shall include payment for performance artist booking, sound system rental, chair rental,
and publicity.
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 2015 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 2015.
III. GENERAL TERMS.
A. Term. This Agreement begins immediately upon execution and shall remain in effect through
September 30, 2015.
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
City Attorney's Office Ashley Squyres, Administrator
33 E. Broadway Avenue 33 E. Broadway Avenue
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
the project 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
MEMORANDUM OF AGREEMENT FOR MDC'S CONCERTS ON BROADWAY CONTRIBUTION PAGE 2 OF 3
contribution for any concerts that have not been presented at the time of the termination, i.e.
$2,500 per concert. City's decision to cancel or reschedule a concert due to inclement
weather or other unforeseen event on the day of such scheduled concert shall not constitute
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 this
day of September, 2014.
MERIDIAN DEVELOPMENT CORPORATION:
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CITY OF MERIDIAN:
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Tammy d eerd, Mayor ?G°� 7'90
UCEHO — Attest:
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aycee H an, ity Clerk
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