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MEMORANDUM OF UNDERSTANDING BETWEEN CITY OF MOSCOW, IDAHO AND BACKYARD HARVEST, INC. (20 11 SEASON) THIS MEMORANDUM OF UNDERSTANDING BETWEEN CITY OF MOSCOW, IDAHO AND BACKYARD HARVEST, INC. (hereinafter "MOU") is entered into this l5 day of J liN:? , 2011 by and between City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (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"); WI T N E S S E T H: WHEREAS, CITY desires to allow BACKYARD HARVEST to pat1icipate in Fatmers' Market 2011 Season in order to facilitate the use of SNAP (Supplemental Nutrition Assistance Program) benefits at CITY's Farmers' Market; and WHEREAS, BACKYARD HARVEST is willing to and is authorized to facilitate the acceptance of SNAP benefits at the 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 SNAP benefits at the CITY's Farmers' Market (hereinafter "the PROGRAM"); NOW, THEREFORE, BACKYARD HARVEST and CITY hereby agree as follows: I. BACKYARD HARVEST shall do all of the following: A. Oversee a booth centrally located in the Farmers' Market which shall be equipped with EBT equipment to access SNAP (Supplemental Nutrition Assistance Program) infmmation and distribute script every Farmers' Market Saturday from May through October, 2011; B. Receive direct deposits from the USDA and distribute reimbursements to Farmers' Market vendors on a weekly basis; C. Provide annual financial records to CITY detailing the script transactions; and D. Assist in marketing the PROGRAM through distributing posters and brochures to area food banks and meal program. E. Oversee the general information activities of this centrally located booth including: providing residents with printed materials on how to participate in the market; check out wagons to market customers; maintain a lost and found; deal with lost children and sell bottled water and other items identified as for sale by the CITY. MEMORANDUM OF UNDERSTANDING: BACK Y t\RD HARVEST. r: ARMERS' MARKET PAGE I OF4 ---PAGE BREAK--- 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 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 telephone line, sufficient power to run the PROGRAM, sufficient (a ten foot by ten foot [10' x 10']) space during Fmmers' Market hours, in order to execute the PROGRAM (including, but not limited to, a table and tent), for BACKYARD HARVEST. E. CITY shall pay BACKYARD HARVEST one thousand five hundred dollars ($1,500) in compensation for services rendered. Half (1/2) of this fee shall be paid on or before June 16, 2011 with the remainder due on or before October 31, 20 I 1. 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. C. CITY and BACKYARD HARVEST shall each be responsible for their respective advertising and other education regarding the PROGRAM, as each deems appropriate. D. BACKYARD HARVEST shall receive an acknowledgement on appropriate CITY, UDSA, and Fanners' Market public relation materials where possible in a fmm similar to the following: "Shop the Market is made possible by BACKYARD HARVEST, INC., and the City of Moscow". IV. Term: The tem1 of this MOU shall be from the date of the signing of this MOU until October 31, 2011. 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 responsibility between 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 MEMORANDUM OF BACKYARD HARVEST. f' ARMERS' MARKET PAGE20F4 ---PAGE BREAK--- 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. 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 BACKYARD 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 construed under and governed by the laws of the State of Idaho. In the event of litigation conceming it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State ofidaho, in and for the County of Latah. DIRECTOR BACKYARD HARVEST e Director CITY CITY OF MOSCOW, IDAHO A P-Ľ Kathl en P. Burns, CPRP CPM Arts irector MEMORANDUM OF UNDERSTANDING: 13ACK YARD liAR VEST. FARMERS. MARKET PAGE) OF4 ---PAGE BREAK--- STATE OF IDAHO ) ) ss: COUNTY OF LATAH ) On this ' day of .::fl.Lbe.- , 2011, 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. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year hereinabove written. I It,, Lf2. · . ' + • . - • • • ' · · · · o ary: ublic fo ate of Idaho -2 NOTAR" • r =Residmg at fi/DS CO W = : - • - } ľy commission expires: 36 } 13 * Puauc : 2 STATE OF IDAHO-:,/ U"Ŀ·· ) COUNTY OF LATAH 11'f'J ll''' On this ) day of S R , 2011, before me, the undersigned, a Notary in and for said State, 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. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year hereinabove written\, Ill u 1 I 11 \)U\E Lf2w_'l1111 , , S • • • • • • C\ ' v· . . , 2 TOTARy ( - . . - - . - . - . - Pueuc.: 2 . . • • • • . . . . . -47'12 OF \Q , I I MEMORANDUM OF UNDERSTANDING; BACKYARD liAR VEST, FARMERS. MARKET PAGE 4 OF4