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HomeMy WebLinkAboutMDC Contribution to close out of Idaho Avenue ProjectMEMORANDUM OF AGREEMENT FOR DOWNTOWN EVENT CONTRIBUTION PAGE 1 OF 5 MEMORANDUM OF AGREEMENT FOR CONTRIBUTION TO CLOSE OUT OF IDAHO AVENUE PROJECT This MEMORANDUM OF AGREEMENT FOR CONTRIBUTION TO CLOSEOUT OF IDAHO AVENUE PROJECT (“Agreement”) is made this 25th day of July, 2018 (“Effective Date”), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho (“City”), and Meridian Development Corporation, an urban renewal agency organized under the laws of the State of Idaho (“MDC”) and the Meridian Downtown Business Association, an Idaho Non-profit Corporation (“MDBA”) Each Party may be referred to as “Party” and all Parties may be referred to as “Parties” herein. WHEREAS, City, MDC and MDBA desire to promote economic activity in the downtown area; WHEREAS, the MDC, MDBA and the City previously cooperated on an initial trial period of certain improvements to Idaho Avenue and those improvements have been removed and there is a need to closeout aspects of those improvements including re-striping for parking along Idaho Avenue; WHEREAS, the re-striping of parking along Idaho Avenue will be beneficial to the Parties and the businesses and public that use Idaho Avenue; WHEREAS, MDC was able to procure the close out work at the most reasonable cost; WHEREAS, the Parties desire to contribute funds to MDC and share the cost of closing out the Idaho Avenue improvements and re-striping as set forth in this Agreement with the MDBA contributing $1000 and the City and MDC contributing up to $600 each; 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. MDC’S RESPONSIBILITIES . A. Procure Close Out and Re-striping Services. MDC will utilize its existing consultants and service providers to perform the close and re-striping work for Idaho Avenue as described in Exhibit A. B. Invoice City and MDBA. By August 15, 2018 MDC shall provide an invoice to MDBA in the amount of one thousand dollars ($1000.00). The remaining costs of the work shall be divided equally between MDC and the City. By August 15, 2018 MDC shall provide City with an invoice in an amount not to exceed six hundred dollars ($600.00). MDC shall use such amounts for the payment of expenses pertaining to the work related to the close out of the Idaho Avenue Improvements as described in Exhibit A. II. CITY AND MDBA RESPONSIBILITIES . A. Payment. Within thirty (30) days of receipt of MDC’s invoice, City shall provide payment Meridian City Council Meeting Agenda July 24, 2018 – Page 159 of 534 MEMORANDUM OF AGREEMENT FOR DOWNTOWN EVENT CONTRIBUTION PAGE 2 OF 5 to MDC in the amount noted on the invoice which shall not exceed six hundred dollars ($600.00). Within thirty (30) days of receipt of MDC’s invoice, MDBA shall provide payment to MDC in the amount of one thousand dollars ($1000.00). B. Appropriation. Notwithstanding anything in this Agreement to the contrary, City’s obligations under this Agreement to provide payment to MDC as described herein shall be subject to and dependent upon appropriations being made by the City for such purpose. III. GENERAL TERMS . A. Term. This Agreement begins immediately upon execution and shall remain in effect through September 30, 2018. B. Notice. Notice required to be provided by the Parties under this Agreement shall be in writing and be deemed communicated when mailed by United States Mail, addressed as follows: City: City of Meridian MDC: Meridian Development Corporation City Attorney’s Office C/O Borton-Lakey Law Offices 33 E. Broadway Avenue 141 E. Carlton Ave. Meridian ID 83642 Meridian ID 83642 MDBA: Nick Grove Meridian Downtown Business Association P.O. Box 1393 Meridian, ID 83642 Any Party may change its address for the purpose of this paragraph by giving formal notice of such change to the other in the manner herein provided. C. Entire agreement; modification. This Agreement embodies the entire agreement and understanding between the Parties pertaining to the subject matter of this Agreement, and supersedes all prior agreements, understandings, negotiations, representations, and discussions, whether verbal or written, of the Parties pertaining to that subject matter. The Agreement may not be changed, amended, or superseded unless by means of writing executed by the Parties hereto. D. Termination. Any Party may terminate their involvement in this Agreement in whole, or in part, due to convenience, nonappropriation, or when any or all Parties agree that the continuation of the project is not in the Parties’ best interest, by providing thirty (30) days written notice. E. Hold harmless. For purposes of or in furtherance of this Agreement, each Party and each of its employees, agents, contractors, officials, officers, servants, guests, and/or invitees, shall save and hold harmless the other Parties from and for any and all losses, claims, actions, judgments for damages, or injury to persons or property and losses and expenses caused or incurred by the Parties or any employee, agent, contractor, official, officer, servant, guest, and/or invitee thereof. Meridian City Council Meeting Agenda July 24, 2018 – Page 160 of 534 F. Severability, ll'any hart of this Agreement is held to be invalid or unenforceable, such holding will not aflect the validity or ent6rceability of any other part of this Agreement so long as the remainder of the Agreement is reasonably capable of completion. The invalidity or uncidbi-ceability of any particular provision of this Agreement shall not affect the other provisions, and this Agreement shall be construed in all respects as if any invalid or unenfinrceable provision were omitted. C;. Applicable Law. The Agreement shall be governed by the laws of the State of Idaho and jurisdiction for any disputes arising; hereunder shall be in the Fourth Judicial District, Ada County, State of ldaho. IN WITNESS NVIIF.REOF, the Parties hereto have executed this Agreement which shall be effective on this 25th day of July 2018. MERIDIAN DEVELOPMENT CORPORATION: Attest I3v: Dave \Vinder, Chairman Steve V issek, Secretary CITY OF MERIDIAN: ,ZED AUGUST Attest: P � C IDIAN Tammv de V erd, MayorF-1� �oANO . J y oles, t Clerk SEAL ' °1t/1e TREr_ MERIDIAN DOWNTOWN BUSINESS SOCIATION: Nick Grove, President MFMORANDUM OF AGREFMFNT FOR DOWNTOWN EVENT CONTRIBUTION PAGE 3 OF 5 t)o A\,P- MEMORANDUM OF AGREEMENT FOR DOWNTOWN EVENT CONTRIBUTION PAGE 4 OF 5 EXHIBIT A Meridian City Council Meeting Agenda July 24, 2018 – Page 162 of 534 MEMORANDUM OF AGREEMENT FOR DOWNTOWN EVENT CONTRIBUTION PAGE 5 OF 5 Meridian City Council Meeting Agenda July 24, 2018 – Page 163 of 534