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MEMORANDUM OF UNDERSTANDING BETWEEN CITY OF MOSCOW, IDAHO AND BACKYARD HARVEST, INC. (20 I 0 SEASON) THIS MEMORANDUM OF UNDERSTANDING BETWEEN CITY OF MOSCOW, IDAHO BACKYARD HARVEST, INC. (hereinafter "MOU") is entered into this day of V\1 , 2010 by and between City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83 84 3 (hereinafter "CITY") and Backyard Harvest, Inc., a non-profit corporation of the State of Idaho, 933 East Seventh Street, Moscow, Idaho, 83843 (hereinafter "BACKYARD HARVEST"); W I T N E S S E T H : WHEREAS, CITY desires to allow BACKYARD HARVEST to participate in Farmers' Market 2010 Season in order to facilitate the use of food stamps at CITY's Farmers' Market; and WHEREAS, BACKYARD HARVEST is willing to and is authorized to facilitate the acceptance of food stamps at Farmers' Market; and WHEREAS, the purpose of this MOU is to outline the relative responsibilities of the parties related to the facilitation and/or use of food stamps at the CITY's Farmers' Market (hereinafter "the PROGRAM"); NOW, TijEREFORE, BACKYARD HARVEST and CITY hereby agree as follows: I. BACKYARD HARVEST shall do all of the following : A. Oversee the acceptance of USDA Supplemental Nutrition Assistance Program (SNAP) benefits at a booth centrally located in the Farmers' Market which shall be equipped with EBT equipment to access Idaho Qwest card information and distribute script every Farmers' Market Saturday from May through October, 2010; B. Design and produce the script for distribution; C. Receive direct deposits from the USDA and write and distribute reimbursement checks to Farmers' Market vendors every Saturday morning during the Farmers' Market 2010 Season from 7:30a.m. to 8:00a.m.; and D. Provide annual financial records to CITY detailing the script transactions. II. CITY shall do all of the following: A. 'Provide BACKYARD HARVEST with booth space centrally located within the Farmers' Market ; B. Provide hardwire access for the EBT machine; and MEMORANDUM OF UNDERSTANDING; BACKYARD HARVEST, FARMERS' MARKET 2010 PAGE I OF4 ---PAGE BREAK--- C. Educate Farmers' Market vendors on the script system and regarding the details of which items qualify within the Qwest program. D. ·CITY shall provide one ( 1) telephone line, sufficient power to run the PROGRAM, sufficient (a ten foot by ten foot (1 0' x 1 space during Farmers' Market hours, in order to execute the PROGRAM (including, but not limited to, a table and tent), for BACKYARD HARVEST. III. Additional Considerations. A. Vendor disputes shall be resolved by CITY staff with direct input of Backyard Harvest. There shall be no appeal from the decision rendered by CITY. B. CITY and BACKYARD HARVEST shall each be responsible for their respective advertising and other education regarding the PROGRAM, as each deems appropriate. C. BACKYARD HARVEST shall receive an acknowledgement on appropriate CITY, UDSA, and Farmers' Market public relation materials where possible in a form • similar to the following: "Shop the Market is made possible by BACKYARD HARVEST, INC., and the City of Moscow". IV. Term: The term of this MOU shall be from the date of the signing of this MOU until October 31, 2010. Such term shall not be automatically renewed. The parties may wish to evaluate the relative success of the PROGRAM and may enter into a separate agreement after an evaluation has determined that the PROGRAM should be continued. V. Indemnification: BACKYARD HARVEST agrees, to the fullest extent permitted by law, to indemnify and hold harmless CITY against damages, liabilities and costs arising from the negligent acts of BACKYARD HARVEST in the performance of obligations under this MOU, to the extent that ,BACKYARD HARVEST is responsible for such damages, liabilities and costs on a comparative basis of fault and responsibilitybetween BACKYARD HARVEST and CITY. BACKYARD HARVEST shall not be obligated to indemnify CITY for CITY's sole negligence. CITY agrees, to the fullest extent permitted by law, to indemnify and hold harmless BACKYARD HARVEST against damages, liabilities and costs arising from the negligent acts of CITY in the performance of obligations under this MOU, to the extent that CITY is responsible for such damages, liabilities and costs on a comparative basis of fault and responsibility between CITY and BACKYARD HARVEST. CITY shall not be obligated to indemnify BACKYARD HARVEST for BACKYARD HARVEST's sole negligence. MEMORANDUM OF UNDERSTANDING; BACKYARD HARVEST. FARMERS' MARKET 20 I 0 PAGE20F4 ---PAGE BREAK--- VI. CITY'S Representative CITY shall designate a representative authorized to act on behalf of CITY. The authorized representative shall examine the documents of the work as necessary, and shall render decisions related thereto in a timely manner so as to avoid unreasonable delays. VII. BACKYARD HARVEST's Representative. BACKYARD HARVEST shall designate a representative authorized to act on behalf of BAQKY ARD HARVEST. The authorized representative shall examine the documents of the work as necessary, and shall render decisions related thereto in a timely manner so as to avoid unreasonable delays. VIII. Modification and Assignability of MOU. This MOU contains the entire agreement between the parties, and no statements, promises, or inducements made by either party, or agents of either party, are valid or binding unless contained herein. This MOU may not be enlarged, modified, or altered except upon written agreement signed by the parties hereto. BACKYARD HARVEST may not subcontract or assign its rights (including the right to compensation) or duties arising hereunder without the prior written consent and express authorization of CITY. Any such consultant, subcontractor or assignee shall be bound by all of the terms and conditions of this MOU as if named specifically herein. IX. Jurisdiction and Venue. It is agreed that this MOU shall be construe·d under and governed by the laws of the State of Idaho. In the event of litigation concerning it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State of Idaho, in and for the County of Latah. DIRECTOR CITY BACKYARD HARVEST CITY OF MOSCOW, IDAHO Amy Grey, res By:Ù MEMORANDUM OF UNDERSTANDING; BACKYARD HARVEST, FARMERS' MARKET 2010 PAGE3 OF4 ---PAGE BREAK--- STATE OF IDAHO ) ) ss: COUNTY OF JrATAH J ) On this 2:£d'y of , 2010, before me, the undersigned, a Notary in and for said State, personally appeared Amy Grey, known to me to be the person whose name is subscribed to the foregoing MOU and acknowledged to me that she executed the same in her capacity as Director of BACKYARD HARVEST, Inc. and that she has full legal authority to bind BACKYARD HARVEST, INC. to this MOU. ) ss: COUNT OF ATA ) On this Clay of J , 2010, before me, the undersigned, a Notary in and for said Sta e, personally appeared Kathleen P. Burns, known to me to be the person whose name is subscribed to the foregoing MOU and acknowledged to me that she executed the same in her capacity as Arts Director for the City of Moscow, Idaho. MEMORANDUM OF UNDERSTANDING; BACKYARD HARVEST, FARMERS' MARKET 2010 PAGE40F4