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HomeMy WebLinkAboutMendocino Transit Authority 2007-10-01MEMORANDUM OF UNDERSTANDING AND LICENSE AGREEMENT St- This Agreement is made and entered on,, , 2007, in Ukiah, California, by and between the City of Ukiah ("City"), and the Mendocino Transit Authority ("MTA"). RECITALS: 1. City operates the Ukiah Valley Conference Center. ("UVCC") 2. Mendocino Transit Authority requires a facility for video-conferencing meetings of the MTA Board of Directors and other MTA sponsored meetings. ("MTA meetings"). 3. The City has determined that it will benefit both the'UVCC, and the MTA to enter into the following agreement pursuant to which the City will provide MTA with the use of a UVCC conference room in exchange for a video-conferencing system provided by MTA, which the City may use for public purposes, when the equipment is not being used in connection with MTA meetings. During the term of this Agreement, the City will assume the care, custody and control of the equipment. 4. The video-conferencing system to be provided by MTA shall consist of a Polycom VSX or equal, 7000 IP based video-conference system, including a rolling stand and 34inch or larger monitor, as further described in the equipment list attached hereto as Exhibit A and incorporated herein by thie reference (the "Video Equipment"). AGREEMENT: In consideration of the above-recited facts, and the terms and conditions as further stated herein the parties hereby agree as follows. 1. Subject to the terms and conditions set forth in this agreement, the City shall provide a conference room and relates services at the UVCC for use by MTA in conducting MTA meetings. 2. The City will provide the following: a. A guaranteed room at the UVCC at no charge to hold MTA meetings during regular UVCC business hours, not to exceed twelve (12) meetings during any consecutive twelve month period, commencing on j9C~ P , 2007. The City will provide one of the following rooms for this purpose: Chardonnay, Riesling, Chenin Blanc, or Red Rooms. The City will only provide the room, the Video Equipment and routine set-up and clean-up F services provided as part of the UVCC base rate for a conference room. The City may charge for any additional services requested by MTA or required in connection with an MTA meeting, including, but not limited to, food or beverage service, non-standard set-up or clean-up, and non-standard equipment or furnishings. Attendees at MTA meetings may use UVCC common areas, including parking facilities, subject to the same terms and conditions as other patrons of the conference center. b. UVCC will supply and maintain a reliable internet connection of sufficient bandwidth to support the Video Equipment. c. UVCC will store the Video Equipment and use it for other clients or City purposes, when not in use by the MTA. City shall secure and insure the Video Equipment against theft, vandalism, or damage at replacement cost, subject to a standard deductible, -not to exceed $ d. The City will name the MTA as a loss payee for the Video Equipment. e. If this agreement is terminated the Video Equipment will be returned to MTA in good working order, subject to normal wear and tear. 3. MTA will provide the following: a. MTA will provide the UVCC a meeting schedule not less than 30 days prior to its first meeting during a twelve month period and shall provide not less than 5 days notice of any schedule changes or additions. The City shall have no obligation to provide a room which has already been scheduled for use prior to receipt of MTA's schedule or any revisions to the schedule. The parties shall confer in good faith to resolve any scheduling conflicts in a timely manner. 4. Prior to its use of the UVCC pursuant to this Agreement and as a condition precedent to its right to use such facilities, MTA must provide the City with proof of general comprehensive or commercial liability insurance satisfactory to the City with policy limits of not less than $1,000,000 per occurrence and a general aggregate limit of not less than $3,000,000. The policy shall name the City of Ukiah, and it's officers, employees and agents, as additional insureds. City must receive certificates of insurance and policy endorsements before MTA may use the UVCC pursuant to this Agreement. 5. This Agreement shall become effective upon the date first written above and shall remain in effect for three (3) calendar years, or until terminated by 90 day written notice of termination by either party to this Agreement. This MOU may be extended by a written agreement signed by both parties. 6. Whenever notice is required by the provisions of this Agreement, it shall be deemed given when deposited in the United States mail with proper postage affixed thereto or personally delivered and addressed as follows: 2 6 CITY OF UKIAH MENDOCINO TRASIT AUTHORITY C/O City Manager Glenna Blake Ukiah Civic Center 241 Plant Road 300 Seminary Ave. Ukiah, CA 95482 Ukiah, CA 95482 Ph: 462-1422 Ph: 463-6213 7. This constitutes the whole agreement between the parties concerning its subject matter and supercedes and replaces any prior agreements, statements or understandings that may have existed between the parties. 8. This Agreement may be executed in one or more duplicate originals and when so executed each such duplicate original, bearing the original signatures of the parties, shall be admissible in any administrative or judicial proceeding as proof of its terms. 9. This agreement shall be interpreted and enforced in accordance with the laws of the State of California. The parties consent to the jurisdiction and venue of the California state courts in Mendocino County. WHEREFORE, this Agreement is made and entered on the date first written above. Mendocino Transit Authority Its: City of Ukiah By: Its: