HomeMy WebLinkAboutMendocino Transit Authority 2011-07-0110/11/2011 02:28
7074622088
UVCC
MEMORANDUM OF UNDERSTANDING
AND
LICENSE AGREEMENT
PAGE 02/05
O
This Agreement is trade and entered on July 1, 2011, in Ukiah, California, by and between
the City of Ulciah ("City"), and the 1\4endocino Transit Authority ("MTA").
RECITALS:
1. C.i.t-y operates the Ukiah Valley Conference Center. ("UVCCU).
2. Mendocino Transit Aatthority requires a facility for video-conferencing meetings of the
MTA Board of Directors and other MTA sponsored ieetings.
("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
tlic equipment.
4. The video-conferencing system to be provided by MTA shall con.si,st 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
berein by this reference (the "Video Equipment").
AGREEMENT:
In consideration of the above-recited facts, and the teams and conditions as further stated herein the
parties hereby agree as follows.
1. Subject to the terms and conditions set forth in this agreerent, the City shall provide a
conference room and related services at the UVCC for use by MTA in conducting MTA meetings.
2. The City will provide the following:
a. A guaarEuateed 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 July 1, 2011. The City will provide one of the
following rooms for this purpose: Chardonnay or Riesling Rooms. The City will only
provide the room., the Video Equipment and, routine setup and clean-up services provided
as part o£tbe UVCC base rate for a conference roots. The City may charge for any
additional services requested by MTA or required in. connectiou witb an MTA meeting,
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including, but not limited to, food or beverage service, non-standard set-up or clean-up,
and Lion-standard equipment or furnishings. Attendees at MTA, meetings m.ay use UVCC
common areas, including parking .facilities, subject to the same terms and conditions as
t' er pats ons ; the conference cenier.
b. UVCC will supply and maintain, a reliable viternet 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 replaceinent cost, subject to a standard deductible,
not to exceed $0
d. The Ci.t)r will .name tile MTA :Is a loss payee for the Video Equipment,
e. If this agreement is terminated the Video Equipment will be returned to MT - in
good working order, subject to normal wear and tear.
3, MTA. will provide the following:
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.
b. MTA will provide the Video Equipment or substitute equipment.
4. HOLD HA,]C MLESS AND LIARMITX INSURANCE
a. Indemni:ti.cation. UVCC and City shall not be liable for and are free from the
cost of any damages for personal injury or property damage resulting from the
use made by MT.A. of the Premises, any defective condition or faulty
construction of the Premises existing at the time of letting or arising thereafter
MTA. agrees to inden»iify and save harmless UVCC and the City and their
officers; agents and employees from and against any and all claims, liability,
loss, cost, or other obligation, including reasonable attorneys' fees, on account
of or arising out of Subtenant's use of the Subleased Premises.
b. Liability insurance. MTA covenants and agrees during the life of this
agreement at MTA's sole expense to comply with the requirements of Exhibit T3, Insurance
Requirements (No Auto Risks) attached hereto and incorporated herein by reference.
2
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5. Tllis Agreement shall become effective upon the date first written above and shall remain in
effect indefinitely, or until terminated by 40 day written notice of termination by either party to
this Agreement.
6. Whenever notice is required by the provisions of this A.greewent, it shall be deemed
given when deposited in the United States mail with proper postage affixed thereto or personally
delivered and addressed as follows:
CITY OF UKIA H
MENDOCINO TRASIT AUTHORITY
C/O City Manager
Bruce Richard/General Manager
Ukiah Civic Center
241 Plant Road
300 Seminary Ave.
Ukiah, CA. 95482
Ukiah, CA 95482
Ph: 462-1422
Ply: 463-6213
7. This cotutitutes the whole agreement between the parties concerning its subject matter
and supersedes 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 panics, 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 attd entered on the date first written above.
Mendocino Transit Authority
Its:
City of Ukiah