HomeMy WebLinkAboutAcceptance Agreement - Meridian Mill MuralACCEPTANCE AGREEMENT: MERIDIAN MILL MURAL, 611 N. MAIN STREET
This ACCEPTANCE AGREEMENT: MERIDIAN MILL MURAL, 611 N. MAIN STREET is
made this 22r"dday of May, 2018 ("Effective Date"), by and between the City of Meridian, a municipal
corporation organized under the laws of the State of Idaho ("City"), and Solomon Hawk Sahlein, on
behalf of Sector Seventeen LLC, a limited liability company organized under the laws of the state of
Idaho ("Artist").
WHEREAS, on December 19, 2017, Artist and City entered into a Master Agreement for
Professional Services: Mural Design, Installation, and Maintenance ("Master Agreement"), which
establishes terms and conditions under which City may invite Artist to provide services including
consultations, design, installation, maintenance, and repair of murals, pursuant to separate project task
order(s) setting forth specific conditions, compensation amount, and scope of work; and
WHEREAS, on November 21, 2017, City and the Meridian Development Corporation
("MDC") entered into a Memorandum of Agreement for Contribution to Public Art Project: Meridian
Mill Mural, by which Agreement MDC provided funds to City for the purpose of installation of a
public art mural at 611 N. Main Street, in Meridian, Ada County parcel no. R5672000090 ("Property"),
owned by JCJ Holdings, LLC, the owners of the Property ("Owners"); and
WHEREAS, on December 19, 2017, City and Artist entered into a Task Order for Mural
Design: 611 N. Main Street, and, on April 17, 2018, a Task Order for Mural Installation: 611 N. Main
Street ("April 17, 2018 Task Order"), by which agreements City engaged Artist to design and install a
mural on Property, under City's access thereto under an April 10, 2018 Public Art Easement Agreement
entered into by City and Owners; and
WHEREAS, Owners, City, and MDC have worked with Artist to design and install a mural on
the south face of the Meridian Mill ("Artwork") that exemplifies the history and legacy of the Meridian
Mill, establishes a sense of place and local identity in downtown Meridian, and beautifies public
spaces;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged and agreed, and in consideration of the mutual promises and covenants
herein contained, the Parties agree as follows:
I. INDEMNIFICATION.
Artist hereby indemnifies and saves and holds harmless City and its respective employees, elected
officials, agents, guests, and/or business invitees, from any and all liabilities, losses, claims, actions,
and/or judgments for damages, expenses, and/or injury to any person or property caused or incurred by
or as the result of the performance of or failure to perform any work or service under or related to the
January 26, 2016 Agreement.
Artist specifically hereby indemnifies and saves and holds harmless City and its respective employees,
elected officials, agents, guests, and/or business invitees, from any and all liabilities, losses, claims, actions,
judgments for damages, expenses, or injury to any person or to property arising as a result of:
ACCEPTANCE AGREEMENT
MERIDIAN MILL MURAL PAGE I of 2
A. Artist's failure, or the failure of any agent, employee, or subcontractor of Artist to exercise
reasonable care, skill or diligence in the performance of any work or service under or related to
the April 17, 2018 Task Order;
B. Any breach of any representation, warranty or covenant made by Artist, or by any of Artist's
agent(s), employee(s), or subcontractor(s);
C. Artist's infringement of or upon any intellectual property rights, whether intentional or
unintentional, known or unknown, including any copyright or patent arising out of the
reproduction or use in any manner of any plans, designs, drawings, specifications, information,
material, sketches, notes or documents created by Artist in the performance of any work or
service under the April 17, 2018 Task Order; and/or
D. The malfunction or failure of the Artwork, or any portion or component thereof, created and
installed under the April 17, 2018 Task Order.
IL WAIVER.
Artist hereby waives and releases, on behalf of Artist and Artist's employees, agents, heirs, executors,
administrators, assigns, and/or personal representatives, any and all claims and/or rights for damages
Artist now has or may hereafter have against the City of Meridian and/or its employees, elected
officials, agents, guests, and/or business invitees, suffered in connection with or arising out of the
performance of any work or service under or related to the April 17, 2018 Task Order. Except as
otherwise expressly delineated in the April 17, 2018 Task Order, Artist hereby waives any and all right,
title, or interest in the Artwork and/or all items created under, assembled pursuant to, and/or otherwise
related to the April 17, 2018 Task Order and any and all addenda thereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the /6 day of
May, 2018.
ARTIST:
Solomon Hawk Sahlein, Manager
Sector Seventeen LLC
CITY OF MERIDIAN: Q0, pjED AUG6s
I �r Ate t:
l IDIAN-
Tammy de rd, Mayor , D H o C. y Coles, ity Clerk
SEAL
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MERIDIAN MILL MURAL