Meridian Development Corporation Contribution to 2020 Concerts on Broadway MOU MEMORANDUM OF AGREEMENT
FOR CONTRIBUTION TO 2020 CONCERTS ON BROADWAY
This MEMORANDUM OF AGREEMENT FOR CONTRIBUTION TO CONCERTS ON
BROADWAY ("Agreement") is made this 27th day of May, 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 2020,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 31, 2020 and September 30, 2020, City agrees to
present 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 2020 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 2020 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 June 30, 2020, 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.
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Meridian City Council Meeting Agenda June 9,2020— Page 212 of 318
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 2020 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 2020.
III.GENERAL TERMS.
A. Term. This Agreement begins immediately upon execution and shall remain in effect
through September 30, 2020.
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 fonnal 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
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Meridian City Council Meeting Agenda June 9,2020— Page 213 of 318
reimbursement in the amount of$3,333.33 per concert cancelled. 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 the
Effective Date first written above.
MERIDIAN DEVELOPMENT CORPORATION:
Attest:
SIGNATURE SIGNATURE
BY(PRINT NAME,TITLE) BY(PRINT NAME,TITLE)
CITY OF MERIDIAN: Attest:
Robert E. Simison, Mayor Chris Johnson, City Clerk
MEMORANDUM OF AGREEMENT FOR MDC's CONCERTS ON BROADWAY CONTRIBUTION PAGE 3 OF 3
Meridian City Council Meeting Agenda June 9,2020— Page 214 of 318
or reschedule e concert due to inclement weather or other unforeseen event on the day of
such scheduled coecat shall not constitute tertnina6on or breach, and MW shall not be
entitled to pm-rater or other reimbursement in such circumstance.
E. Indemnitication. To the fWlea extent permitted by law and by Article VIII, section 4 of the
Idaho Conanduan, Ciry agrees w indemnity, defend, and hold harmless IBC and its
oft"icas, agents, consultants, and employees from and against any and all liability, claims,
loses, actions, or judgments, costs and fees, including any wets and attomey's fws incurred
thatIM6 for damages, losses, or injury to entities, persona or property for any set, error, or
omission arising out of or in any way connected with the activities end program descn1w5d
herein and/or the activities of City and its offiars, anPluyoes, contractors, or agents rotated
to or connected with this Agreement
F. &wv*mb1ft* If aey past of this Agromnente is held to be invalid or unenforceable, such
holding will not affect the validity or enforoability of any other part of this A %PwRiacnt so
long as the red� of die Agreementismau reasonably capable of completion. The invalidity
or �forceabi[ity of any particular provision of this Agreemerrt shall not affect the other
provisions, and this Agreement shall be construed in aU respects as if any invalid or
unenfo rceable provision were omitted.
G. AppNicable Law. The Agreement shall be governed bY the laws of the State of Idaho and
jurisdiction for airy disputes aris ing hereunder shall be in the Fourth Judicial District, Ada
County., State of Idaho.
DV NM 00 WHEREOF, the parties hereto have executed this Agreanent on the
Effective Date first written above.
Mz DEVELOPMENT CORPORATION:
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Robert E. Simison, Mayor Chris Johrmn, City Clerk
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