MOU with TVG Boise, LLC 2017 Meridian Youth Farmer's MarketMEMORANDUM OF UNDERSTANDING: MERIDIAN YOUTH FARMER'S MARKET
This MEMORANDUM OF UNDERSTANDING: MERIDIAN YOUTH FARMER'S
MARKET (hereinafter "Agreement") is made this 20thiay of March , 2017 ("Effective
Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the
State of Idaho, ("City") and Becky Breshears, on behalf of TVG Boise LLC, a limited liability
company organized under the laws of the State of Idaho, doing business as Epique Events and Gifts
("Promoter").
WHEREAS, City and Promoter 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;
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. PROMOTER'S COMMITMENTS
A. Meridian Youth Farmer's Market 2017 event planning and presentation. Promoter shall
plan and present a weekly Meridian Youth Farmer's Market 2017 ("Market"), between June
24, 2017 and September 2, 2017, in accordance with the specifications set forth herein.
Promoter shall be responsible for all contractual arrangements and obligations, financial or
otherwise, and shall plan for all logistics and provide all features of the Market, including, but
not limited to, youth produce vendors, educational displays, musical performers or music
deejay, sound system, food trucks and/or food and beverage vendors, event security, crowd
management, first aid stations, and signs.
B. Market specifications. The Market shall comply in all respects with each and all of the
following specifications.
1. The Market shall be presented at Meridian City Hall plaza, 33 E. Broadway Avenue, in
Meridian, Idaho, on Saturdays between June 24, 2017 and September 2, 2017.
2. The Market shall include at least twenty-five (25) vendors on a weekly basis, selling a
variety of products grown, made, or otherwise produced by such vendors, including, for
example, fruit, vegetables, herbs, baked goods, and crafts. At least seventy-five percent
(75%) of all vendors must be youth (under eighteen (18) years of age); twenty-five percent
(25%) of all vendors may be adults. Promoter may charge vendors a reasonable registration
fee to participate in the Market, at Promoter's discretion.
3. In addition to the youth vendors, the Market may feature:
a. Educational displays regarding gardening or agriculture, for example, composting, soil
preparation, etc.;
b. Cooking or food demonstrations;
c. Seed exchange or seed giveaway to help interested youth start gardens;
d. Community Garden representatives offering youth the opportunity to sign up for garden
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plots;
e. Food trucks; and
f. Music, live performance or deejay.
4. The Market and all components thereof shall comply in all respects with all conditions of
the applicable City of Meridian Temporary Use Permit, other applicable permits and
permitting requirements, Meridian City Code, and state and federal law.
5. All music played at the Market, whether live performance or recorded, shall contain
material, and shall be performed or played in such a manner, as shall be appropriate for all
ages, values, and sensibilities. Music shall not include language, attire, and/or behavior that
is profane, sexual, violent, or discriminatory in nature.
6. Promoter, or Promoter's employee or assign, shall be on site at the Market from set-up
through tear -down each week, to supervise and to ensure that use of City facilities,
amenities, infrastructure, and/or vegetation is appropriate and reasonable.
7. The Market shall be provided to the public at no cost; Promoter may not collect admission
fees for the Market or any component thereof.
8. Promoter shall be responsible for obtaining, at Promoter's sole expense, or requiring youth
and other vendors to obtain, at their expense, all necessary permits for the Market as
required by any agency other than the City of Meridian. Such permitting shall include, but
shall not be limited to, permits from the Central District Health Department, Idaho State
Department of Agriculture, and Idaho Tax Commission.
9. Promoter shall require vendors using City equipment to protect such equipment from
damage as much as practicable, including a requirement that vendors using City tables
cover them with tablecloths.
C. Insurance. Promoter shall obtain, and shall maintain throughout the term of this Agreement,
insurance as set forth below. Proof of such insurance shall be provided to City by 5:00 p.m. on
May 2, 2017, evidenced by a certificate of insurance issued by an insurance company licensed
to do business in the State of Idaho and containing a thirty -day notice of cancellation
endorsement. In the event of cancellation or restriction by the insurance company of the
insurance policy, Promoter shall notify City in writing within three (3) business days. City has
the right to revoke or suspend reservations and permits issued pursuant to this Agreement in the
City's sole discretion if Promoter's insurance is revoked, cancelled, expires or Promoter is
otherwise without insurance coverage as set forth below. Promoter shall maintain the
following insurance coverage:
Comprehensive general liability insurance with a combined single limit of not less than one
million dollars ($1,000,000) per occurrence for property damage and bodily injury or death,
naming the City of Meridian as an additional insured. In the event a unilateral cancellation
or restriction by the insurance company of the insurance policy referred to in this
paragraph, Promoter shall notify City in writing within three (3) business days. City has the
right to suspend portions of this Agreement in the City's sole discretion if Promoter's
general liability insurance is revoked, cancelled, expires or Promoter is otherwise without
PROFESSIONAL SERVICES AGREEMENT — EVENT COORDINATION, YOUTH FARMERS' MARKET PAGE 2 Of 7
general liability insurance.
2. Workers' compensation insurance on any and all persons in Promoter's employ, where and
in the minimum amount(s) as required by Idaho law.
D. Permits. Promoter shall obtain all necessary permits for the Market as required by any agency
other than the City of Meridian.
E. Equipment/event rentals. Except as otherwise specifically stated herein, Promoter shall be
responsible for obtaining or renting, at Promoter's sole expense, all necessary or desired
equipment for the Market (e.g., sound system, temporary restrooms, hand washing stations,
etc.).
F. Sponsorship. Promoter may sell sponsorships of Market, and may retain all proceeds collected
from such sponsorships. Promoter may not engage any sponsor which promotes or endorses
any of the following content:
1. Content that is deemed in violation of any applicable City policy;
2. Profane, obscene, indecent, violent, or pornographic content and/or language;
3. Content that promotes, fosters or perpetuates discrimination on the basis of race, creed,
color, age, religion, gender, sexual orientation, or national origin;
4. Defamatory or personal attacks;
5. Threats to any person or organization;
6. Content that promotes, fosters or perpetuates conduct in violation of any federal, state or
local law;
7. Content that encourages or incites illegal activity;
8. Information that may compromise the safety or security of the public or public systems;
9. Content that violates a known legal ownership interest, such as a copyright, of any party; or
10. Any content that contains or perpetuates a message that the City deems to be inappropriate
or not in the best interest of the City of Meridian.
If the City becomes aware that any engaged or potential sponsor of the Market promotes or
endorses such content, the City may terminate this Agreement, restrict or remove any content
that is deemed in violation of this policy or any applicable law, and/or cancel the sponsored
feature.
G. Promotion. Promoter shall be responsible for marketing the Market to the public via
broadcast, print, and online promotion, including local media and event calendars. Promoter
may, at Promoter's sole expense, purchase commercial advertising of the Market.
II. CITY'S RESPONSIBILITIES.
A. City permitting and reservations. City shall, on behalf of Promotor, obtain a City of
Meridian Temporary Use Permit for the Market, and shall reserve and make available Meridian
City Hall plaza for the Market. City shall, upon Promotor's request, reserve meeting space at
Meridian City Hall for workshops and orientation meetings.
B. Promotion. City shall promote the Market via City communication outlets, including the City
newsletter, City website, and Meridian Parks & Recreation Department Activity Guide.
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C. Canopies and tables. City shall provide, for use at the Market, up to twenty-three (23)
canopies with dimensions of approximately ten feet by ten feet (10' x 10'), twenty-three (23)
sets of canopy weights, and up to twenty-three (23) eight -foot (8') tables for use at the Market.
City shall provide personnel to arrive at Meridian City Hall by 7:15 a.m. to assist Promoter
with carrying the canopies and tables out of storage. Promoter shall be responsible for setting
up and configuring all tables and canopies.
D. Meridian Parks & Recreation Department staff. City shall schedule one (1) Meridian Parks
& Recreation Department staff member to provide janitorial services, garbage removal, and set
out extra trash cans before each market. Promoter shall be responsible for reasonable janitorial
service and garbage removal during each market. Meridian Parks & Recreation on-call staff
will respond, though, to calls for services above and beyond what Promoter can provide
themselves. The selection of staff for this purpose shall be in City's sole discretion.
E. Primary Source of Contact for City. City shall provide Promoter the name, e-mail address,
and telephone number of specific City personnel who shall serve as City's primary contacts
between City and Promoter for all day-to-day matters regarding City's and Promoter's
responsibilities under this Agreement (hereinafter "City Contact"). City may establish one City
Contact for Meridian Youth Farmer's Market 2017 event planning and presentation, and
another City Contact for Market operations.
III. TERMS AND CONDITIONS
A. Public place. Promoter acknowledges that Meridian City Hall and Meridian City Hall plaza
are public places, and that all members of the public shall be invited to attend the Market. The
public must have general access to City Hall plaza at all times, so long as such access does not
unduly interfere with the use of such spaces for the reserved purposes.
B. Vehicles. Driving or parking vehicles on non -designated driving or parking surfaces shall be
prohibited, with the limited exception of vehicles driven short distances on non -designated
driving surfaces for the purpose of transporting, loading, or unloading equipment and supplies
during set-up or tear -down. Vehicles may not be driven on turf or landscape areas, unless at
the direction of Meridian Parks & Recreation Department staff.
C. No financial obligation. The parties agree that, other than as specifically set forth herein, City
shall have no obligation to contribute personnel or funding to the planning or production of the
Market, and no obligations other than those specifically set forth in this Agreement.
D. Cancellation. City Contact may, in his or her sole discretion, elect to cancel one or more
weekly markets comprising the Market, with no notice to Promoter, where cancellation is in the
best interest of City or the public health, safety, or welfare, due to weather, act of God,
unforeseen facility closure, or other reason.
E. Term. This Agreement shall become effective as of the Effective Date upon execution by both
parties, and shall expire on September 3, 2017, unless earlier terminated or extended in the
manner as set forth in this Agreement.
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F. Time of the essence. Promoter acknowledges that services provided under this Agreement
shall be performed in a timely manner. 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 breach of, and a default under, this Agreement by the
party so failing to perform.
G. Notice. Communication between Promoter and the City Contact(s) 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: Promoter:
Colin Moss Becky Breshears
City of Meridian Epique Events and Gifts
33 E. Broadway Avenue 5770 N. Beaham Ave
Meridian, Idaho 83642 Meridian, Idaho 83646
cmoss@meridiancity.org becky@epiqueeventsandgifts.com
H. City policy applies. Promoter shall comply with all City policies and codes applicable to use
of City property and facilities, including, but not limited to, policies of the Meridian Parks and
Recreation Department.
I. Photography and recording. City shall be authorized to photograph, record, video tape,
reproduce, transmit, or disseminate, in or from Meridian City Hall or Meridian City Hall Plaza,
the activities described herein for educational, promotional, and public information purposes.
City shall not be responsible for the actions of persons who are not under its employment or
control.
J. Subcontracting or assignment of obligations. Promoter shall not subcontract or assign any of
its obligations or rights under this Agreement related to or that may relate to Promoter's
professional event planning expertise. Promoter may subcontract or assign obligations that do
not require such expertise, including, but not limited to, such obligations as transport and set-up
of equipment. Any subcontractor or assignee shall be bound by all the terms and conditions of
this Agreement.
K. 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 of
termination.
L. Non -waiver of breach. A waiver of any breach or default of any provision of this Agreement
shall not be construed as a waiver of a breach of the same or any other provision hereof.
M. Indemnification. Promoter shall, and hereby does, indemnify, save, and hold harmless the
City and any and all of its employees, agents, volunteers, and/or elected officials from any and
all losses, claims, and judgments for damages or injury to persons or property, and from any
and all losses and expenses caused or incurred by Promoter, its assistants, servants, agents,
employees, guests, and/or business invitees, in connection with this Agreement or activities
related thereto. Promoter acknowledges that provision of the services described hereunder
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presents risks, some of which are unknown, and do agree to assume all such known or
unknown risks.
N. Waiver. Except as to rights held under the terms of this Agreement, Promoter shall, and
hereby does, waive any and all claims and recourse against City, including the right of
contribution for loss and damage to persons or property arising from, growing out of, or in any
way connected with or incident the performance of this Agreement, whether such loss or
damage may be attributable to known or unknown conditions, except for liability arising out of
concurrent or sole negligence of City or its officers, agents or employees.
O. Relationship of Parties. Promoter is an independent contractor and is not an employee, agent,
joint venturer, or partner of City. Nothing in this Agreement shall be interpreted or construed
as creating or establishing the relationship of employer and employee between Promoter and
City or any official, agent, or employee of City. Specifically, without limitation, Promoter
understands, acknowledges, and agrees:
1. Except as otherwise set forth herein, Promoter is free from actual and potential control by
City in the provision of services under this Agreement.
2. Promoter is engaged in an independently established trade, occupation, profession, or
business.
3. Promoter has the authority to hire subordinates.
4. Promoter owns and/or will provide all major items of equipment necessary to perform
services under this Agreement.
5. Neither Promoter nor City shall be liable to the other for a peremptory termination of the
business relationship described under this Agreement.
P. Compliance with law. Throughout the course of this Agreement, Promoter shall comply with
any and all applicable federal, state, and local laws.
Q. Nonappropriation. Promoter 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 City's statutory mandate.
R. Non -Discrimination. Throughout the course of this Agreement, Promoter shall not
discriminate against any person as to race, creed, religion, sex, age, national origin, sexual
orientation or any physical, mental, or sensory handicap.
S. Entire Agreement. This Agreement constitutes the entire understanding between the Parties.
This Agreement supersedes any and all statements, promises, or inducements made by either
party, or agents of either party, whether oral or written, whether previous to the execution
hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged,
modified or altered except upon written agreement signed by both parties hereto.
T. Costs and attorneys' fees. If either party brings any action or proceedings to enforce, protect
or establish any right or remedy under the terms and conditions of this Agreement, the
prevailing party shall be entitled to recover reasonable costs and attorneys' fees, as determined
by a court of competent jurisdiction, in addition to any other relief awarded.
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U. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity,
interpretation, performance and enforcement of this Agreement. Venue shall be in the courts of
Ada County, Idaho.
V. Cumulative rights and remedies. All rights and remedies herein enumerated shall be
cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the
exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of
any other remedy.
W. Severability. If any provision of this Agreement is found by a court of competent jurisdiction
to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected.
X. Successors and assigns. All of the terms, provisions, covenants and conditions of this
Agreement shall inure to the benefit of, and shall be binding upon, each party and their
successors, assigns, legal representatives, heirs, executors, and administrators.
Y. City Council approval required. The validity of this Agreement shall be expressly
conditioned upon City Council action approving the Agreement. Execution of this Agreement
by the persons referenced below prior to such ratification or approval shall not be construed as
proof of validity in the absence of Meridian City Council approval.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the 20thlay of
March _'2017.
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