Contribution Tour Buddy with DBAMEMORANDUM OF AGREEMENT
FOR CONTRIBUTION TO CITY OF MERIDIAN TOUR BUDDY COMPUTER
APPLICATION AND THE HISTORIC PRESERVATION COMMISSION WITH THE
MERIDIAN DOWNTOWN BUSINESS ASSOCIATION
This MEMORANDUM OF AGREEMENT FOR CONTRIBUTION TO CITY OF MERIDIAN
TOUR BUDDY COMPUTER APPLICATION AND THE HISTORIC PRESERVATION
COMMISSION ("Agreement") is made this _Ly day of Apr, ( , 2017 ("Effective Date"),
by and between the City of Meridian, a municipal corporation organized under the laws of the State
of Idaho ("City"), the City pf Meridian's Historic Preservation Commission ("HPC") and Meridian
Downtown Business Association ("MDBA"), an association of businesses primarily located in the
downtown business district of the City of Meridian.
WHEREAS, City and MDBA desire that partnership be formed between the City, HPC, and
the MDBA to create and supply a Computer Application through the company Tour Buddy
("TOUR BUDDY APP") for a parallel use for the app to provide a tour experience using the
Historic Meridian Downtown Walking Tour and a co -located tour highlighting members of the
MDBA;
WHEREAS; the APP is being constructed currently and will be ready to launch in May of
2017; and
WHEREAS; the intent of the parties is to co -locate their respective tours jointly, neither
parry is responsible for the content of the others'; and
WHEREAS; both parties agree that they will only modify, change, remove, amend, or
otherwise address the content that is theirs in the APP;
WHEREAS; neither party is a co-sponsor of the content of the app by the partner entity and
is not responsible for the Ianguage, offers, discounts, or promotions of the others'; and
WHEREAS, MDBA is willing to contribute to City on annual basis fifty percent 50% of the
annual maintenance cost for the APP, beginning on or after October 1, 2017;
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. APP production. Between the effective date of this Agreement and September 30, 2017,
City agrees to provide MDBA with access to the APP to allow them to upload their content;
B. Invoice MDBA. Upon renewal of this Agreement for October 1, 2017 and thereafter on an
annual basis the City shall provide one (I) invoice to MDBA by March 1, in the amount of
fifty percent (50%), of the annual maintenance fee for the continuation of the AFP (for
March of 2018 it is currently anticipated to be five hundred dollars ($500.00)) Any increase
in the cost of the maintenance shall be communicated to MDBA as soon as possible prior to
MEMORANDUM OF AGREEMENT FOR CONTRIBUTION TO CITY OF MERIDIAN TOUR BUDDY COMPUTER APPLICATION AND THE HISTORIC PRESERVATION COMMISSION
WITH THE MERIDIAN DOWNTOWN BUSINESS ASSOCIATION
PAGE 1 OF 3
March 15, annually.
II. MDBA'S RESPONSIBILITIES.
A. Reimbursement. Within thirty (30) days of receipt of City's invoice, MDBA shall provide
payment to City in the amount of ten thousand dollars ($10,000.00).
B. Appropriation. Notwithstanding anything in this Agreement to the contrary, MDBA'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 MDBA governing board
for such purpose. Failure to appropriate the funds shall be grounds for termination of this
Agreement.
III. GENERAL TERMS.
A. Term. This Agreement begins immediately upon execution and shall remain in effect
through September 30, 2017 and may be renewed annually thereafter.
B. Ownership of the APP. The Tour Buddy App is the intellectual property of the CITY and
the CITY has the right to continue with the APP at its sole choosing, with or without the
MDBA as a partner, in accordance with the termination clause below.
C. 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 MDBA: Meridian Downtown Business Association
City Clerk O c� Grove , Board President
ATTN: Arts & Culture Specialist ADDRESS
33 E. Broadway Avenue Meridian ID 53642
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.
D. 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.
E. Termination. Either party may terminate this Agreement in whole, or in part, due to
convenience, non -appropriation, 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 MDBA is the terminating parry, 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 parry, MDBA shall be entitled to reimbursement for a pro -rata share
of MDBA's contribution for any concerts that have not been presented at the time of
termination.
MEMORANDUM OF AGREEMENT FOR CONTRI13LMON TO CITY OF MERIDIAN TOUR BUDDY COMPUTER APPLICATION AND THE HISTORIC PRESERVATION CONMSSION
WITH THE MERIDIAN DOWNTOWN BUSINESS ASSOCIATION
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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 Lav, 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, and State of Idaho.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this
day of November, 2017.
MERIDIANDOWNTOWNBUSINESS ASSOCIATION
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CITY OF MERIDIAN: o�QoRATEDAUO& Attest:
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Clerk
ASLMORANDUM OF AGREEMENT FOR CONTRIBUTION TO CITY OF MERIDIAN TOUR BUDDY COMPUTER APPLICATION AND THE IllSTOIUC PRESPRVATION COMMISSION
WITHTHL• NIERIDIANDOWNTOWN BUSINESS ASSOCIATION
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