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HomeMy Public PortalAbout2019.08.22 MOU Rotary Club Memorandum of Understanding This Memorandum of Understanding (the "Memorandum") is made on August 22, 2019, by and between the City of McCall and representatives of the McCall Rotary Club for the purpose of achieving the various aims and objectives relating to the annual McCall Ball Event(the"Project"). WHEREAS City of McCall and McCall Rotary Club desire to enter into an agreement in which City of McCall and McCall Rotary Club will work together to complete the Project; and WHEREAS City of McCall and McCall Rotary Club are desirous to enter into a Memorandum of Understanding between them, setting out the working arrangements that each of the partners agree are necessary to complete the Project; PURPOSE The purpose of this Memorandum is to provide the framework for any future binding contract regarding the annual McCall Ball event between the City of McCall and McCall Rotary Club. McCall Ball is 3-person softball-type game played with a waffle ball and oversized bat. The event is set up in a tournament-like setting with teams made-up of no more than 4 people. The event will be held at Gold Glove park in mid-August. OBLIGATIONS of the PARTNERS The Partners acknowledge that no contractual relationship is created between them by this Memorandum but agree to work together in the true spirt of partnership to ensure that there is a united visible and responsive leadership of the Project and to demonstrate financial,administrative and managerial commitment to the Project by means of the following individual services. COOPERATION The Activities and Services for the Project shall include, but not limited to: a. Services to be rendered by the City of McCall include: I. Project duties shall include, but not limited to collecting Project registration fees set by the McCall Rotary Club; City of McCall Recreation Scholarship Funds will not be used in lieu for Project participation fee, nor will account credit; II. Advertising Project using database contacts owned by the City of McCall; III. Render payments collected, minus 10% for administrative and advertising costs to be kept by City of McCall,to the McCall Rotary Club; IV. Communicating Project participant information with McCall Rotary Club. b. Services to be rendered by the McCall Rotary Club include: I. Paying applicable sales and local option taxes on Project fees collected; II. Responsible for purchasing and outfitting Project participants with proper safety equipment, and whatever else is required for safe participation during the Project; Page 1 of 3 MOU McCall Rotary Club August 22,2019 III. Provide the City of McCall with up to date information about Project dates, registration fees and storage needs for equipment; IV. Provide liability insurance for Project participants for the duration of the Project. COMMUNICATION STRATEGY Marketing of the vision and any media or other public relations contact should always be consistent with the aims of the Project and only undertaken with the express agreement of both parties.Where is does not breach any confidentiality protocols, a spirit of open and transparent communication should be adhered to. Coordinated communications should be made with external organization to elicit their support and further the aims of the Project. LIABILITY No liability will arise or be assumed between the Partners as a result of this Memorandum. DISPUTE RESOLUTION In the event of a dispute between the Partners in the negotiation of the final binding contract relating to the Project, a dispute resolution group will convene consisting of the City of McCall Parks and Recreation Director and member of McCall Rotary Club board member. The dispute resolution group may receive for consideration any information it thinks fit concerning the dispute. The Partners agree that a decision of the dispute resolution group will be final. In the event the dispute resolution group is unable to make a compromise and reach a final decision, it is understood that neither party is obligated to enter into any binding contract to complete the Project. TERM The arrangements made by the Partners by this Memorandum shall remain in place from July 1, 2019 until December 31, 2019. The term can be extended only by agreement of all the Partners. NOTICE Any notice or communication required or permitted under this Memorandum shall be sufficiently given if delivered in person or by mail,to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other. GOVERNING LAW This Memorandum shall be contracted with the laws of the State of Idaho. ASSIGNMENT Neither party may assign or transfer the responsibilities or agreement made herein without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld. Page 2 of 3 MOU McCall Rotary Club August 22,2019 AMENDMENT This Memorandum may be amended or supplemented in writing, if the writing is signed by the party obligated under this Memorandum. SEVERABILITY If any provision of this Memorandum is found to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of the Memorandum is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, constructed and enforced as so limited. UNDERSTANDING It is mutually agreed upon and understood by and among the Partners of the Memorandum that: a. Each Partner will work together in a coordinated fashion for the fulfillment of the Project. b. In no way does this agreement restrict involved Partners from participating in similar agreements with other public or private agencies, organizations and individuals. c. To the extent possible, each Partner will participate in the development of the Project. d. This Memorandum will be effective upon the signature of both Partners. e. Any Partner may terminate its participation in this Memorandum by providing written notice to other Partner. SIGNATORIES This Agreement shall be signed on behalf of City of McCall and McCall Rotary Club. This Agreement shall be effective as of the date first written above. McCall Rotary Club City of McCall Board Member clue J. Aymon, .yor Attest: ��I//I�.Lli��Ji( Bessi o igner, Ci lerk Page3of3 MOU McCall Rotary Club C4l1U4 aa,aofa