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2020-12-01 Work Session
E IDIANIHO CITY COUNCIL WORK SESSION City Council Chambers, 33 East Broadway Avenue Meridian, Idaho Tuesday, December 01, 2020 at 4:30 PM Minutes VIRTUAL MEETING INSTRUCTIONS Limited seating is available at City Hall. Consider joining the meeting virtually: https://us02web.zoom.us/j/86133943545 Or join by phone: 1-669-900-6833 Webinar ID: 8613394 3545 ROLL CALL ATTENDANCE PRESENT Councilwoman Jessica Perreault (arrived at 5:07pm) Councilman Joe Borton Councilman Brad Hoaglun Councilman Treg Bernt Councilwoman Liz Strader Councilman Luke Cavener Mayor Robert E. Simison ADOPTION OF AGENDA Adopted Motion to adopt the agenda as published made by Councilman Bernt, Seconded by Councilman Hoaglun. Voting Yea: Councilman Borton, Councilman Hoaglun, Councilman Bernt, Councilwoman Strader, Councilman Cavener CONSENT AGENDA [Action Item] Approved Motion to approve made by Councilman Bernt, Seconded by Councilman Hoaglun. Voting Yea: Councilman Borton, Councilman Hoaglun, Councilman Bernt, Councilwoman Strader, Councilman Cavener 1. Approve Minutes of the November 17, 2020 City Council Work Session 2. Approve Minutes of the November 17, 2020 City Council Regular Meeting 3. FedEx BOIA Van Station Sanitary Sewer Easement 4. FedEx BOIA Van Station Water Main Easement 5. Hensley Station Subdivision No. 2 Sanitary Sewer and Water Main Easement 6. Shelburne East No. 3 Water Main Easement No. 1 7. Verraso North Partial Sanitary Sewer and Water Main Easement Release 8. Verraso North Sanitary Sewer and Water Main Easement 9. Westbridge Subdivision No. 1 Pedestrian Pathway Easement 10. Final Plat for Fairbourne Subdivision No. 3 (FP-2020-0008) by Fairbourne Development, LLC, Located at the North of W. Chinden Blvd and West of N. Black Cat Rd. 11. Final Order for Linder Village (FP-2020-0004) by CSHQA, Located at 1407 W. Chinden Blvd. 12. Findings of Fact, Conclusions of Law for Teakwood Place Subdivision (H-2020- 0006) by Hesscomm Corp., Located at 1835 E.Victory Rd. 13. AIA B133 Pre-Design and Programming Agreement for Fire Stations 7 and 8 and Police Department Substations 14. Artist Acceptance Agreements for the Display of Artwork in the Initial Point Gallery February 2021 - July 2021 15. Artist Acceptance Agreements for the Display of Artwork in the Initial Point Gallery August 2021 - December 2021 16. Approval of Grantee Agreements for the Meridian Small Business Grant Program 17. License Agreement Between the Nampa and Meridian Irrigation District and the City of Meridian for the South Slough Tiling and Pathway Improvements 18. Master Professional Services Agreement Between the City of Meridian and Richard Everett for Tactical Emergency Casualty Care Training Services ITEMS MOVED FROM THE CONSENT AGENDA [Action Item] DEPARTMENT / COMMISSION REPORTS [Action Item] 19. Public Works: 2020 Environmental Excellence Awards 20. Police Department: Fiscal Year 2021 Budget Amendment for Alive at 25 Grant Approved Motion to approve made by Councilman Cavener, Seconded by Councilman Borton. Voting Yea: Councilman Borton, Councilman Hoaglun, Councilman Bernt, Councilwoman Strader, Councilman Cavener 21. Police Department: Fiscal Year 2021 Budget Amendment for Traffic Enforcement Grant Approved Motion to approve made by Councilman Cavener, Seconded by Councilman Borton. Voting Yea: Councilman Borton, Councilman Hoaglun, Councilman Bernt, Councilwoman Strader, Councilman Cavener EXECUTIVE SESSION Motion to enter executive session made by Councilman Bernt, Seconded by Councilman Hoaglun. Voting Yea: Councilman Borton, Councilman Hoaglun, Councilman Bernt, Councilwoman Strader, Councilman Cavener 22. Per Idaho Code 74-206A(l)(a) To deliberate on a labor contract offer or to formulate a counteroffer. In to Executive Session: 4:54 pm Out of Executive Session: 5:29 pm ADJOURNMENT 5:29 pm Item#1. Meridian City Council December 1, 2020. A Meeting of the Meridian City Council was called to order at 4:38 p.m., Tuesday, December 1, 2020, by Mayor Robert Simison. Members Present: Robert Simison, Joe Borton, Luke Cavener, Treg Bernt, Brad Hoaglun and Liz Strader. Member Absent: Jessica Perreault. Also present: Adrienne Weatherly, Bill Nary, Jason Korn, Brian Caldwell, Joe Bongiorno, and Dean Willis. ROLL-CALL ATTENDANCE Liz Strader _X_ Joe Borton _X_ Brad Hoaglun _X_Treg Bernt Jessica Perreault _X Luke Cavener _X_ Mayor Robert E. Simison Simison: We will call this meeting to order. For the record it is Tuesday, December 1 st, at 4:38 p.m. We will begin this afternoon's workshop with roll call attendance. ADOPTION OF AGENDA Simison: Next up is the adoption of the agenda. Bernt: Mr. Mayor? Simison: Councilman Bernt. Bernt: I move that we approve the consent -- or, excuse me, the agenda as published. Hoaglun: Mr. Mayor, I second the motion. Simison: I have a motion and a second to adopt the agenda as published. Is there any discussion? If not, all those in favor signify by saying aye. Opposed nay. The ayes have it and the agenda is agreed to. MOTION CARRIED: FIVE AYES. ONE ABSENT. CONSENT AGENDA [Action Item] 1. Approve Minutes of the November 17, 2020 City Council Work Session Page 4 Meridian City Council Work Session Item#1. December 1,2020 Page 2 of 9 2. Approve Minutes of the November 17, 2020 City Council Regular Meeting 3. FedEx BOIA Van Station Sanitary Sewer Easement 4. FedEx BOIA Van Station Water Main Easement 5. Hensley Station Subdivision No. 2 Sanitary Sewer and Water Main Easement 6. Shelburne East No. 3 Water Main Easement No. 1 7. Verraso North Partial Sanitary Sewer and Water Main Easement Release 8. Verraso North Sanitary Sewer and Water Main Easement 9. Westbridge Subdivision No. 1 Pedestrian Pathway Easement 10. Final Plat for Fairbourne Subdivision No. 3 (FP-2020-0008) by Fairbourne Development, LLC, Located at the North of W. Chinden Blvd and West of N. Black Cat Rd. 11. Final Order for Linder Village (FP-2020-0004) by CSHQA, Located at 1407 W. Chinden Blvd. 12. Findings of Fact, Conclusions of Law for Teakwood Place Subdivision (H-2020-0006) by Hesscomm Corp., Located at 1835 E. Victory Rd. 13. AIA 13133 Pre-Design and Programming Agreement for Fire Stations 7 and 8 and Police Department Substations 14. Artist Acceptance Agreements for the Display of Artwork in the Initial Point Gallery February 2021 - July 2021 15. Artist Acceptance Agreements for the Display of Artwork in the Initial Point Gallery August 2021 - December 2021 16. Approval of Grantee Agreements for the Meridian Small Business Grant Program 17. License Agreement Between the Nampa and Meridian Irrigation District and the City of Meridian for the South Slough Tiling and Pathway Improvements Page 5 Meridian City Council Work Session Item#1. December 1,2020 Page 3 of 9 18. Master Professional Services Agreement Between the City of Meridian and Richard Everett for Tactical Emergency Casualty Care Training Services Simison: Next item is our Consent Agenda. Bernt: Mr. Mayor? Simison: Councilman Bernt. Bernt: I move that we approve the Consent Agenda, for the Mayor to sign and for the Clerk to attest. Hoaglun: Mr. Mayor, second the motion. Simison: I have a motion and a second to approve the Consent Agenda. Is there any discussion? If not, all in favor signify by saying aye. Opposed nay. The ayes have it and the Consent Agenda is agreed to. MOTION CARRIED: FIVE AYES. ONE ABSENT. ITEMS MOVED FROM THE CONSENT AGENDA [Action Item] Simison: There were no items removed from the Consent Agenda. DEPARTMENT / COMMISSION REPORTS [Action Item] 19. Public Works: 2020 Environmental Excellence Awards Simison: So, we will move on to item -- under Department/Commission Reports, Item 19, Public Works 2020 Environmental Excellence Awards and I will turn this over to Mr. Korn. Korn: All right. Thank you, Mr. Mayor, Members of the Council. I hope everyone can hear me. All right. The Environmental Excellence Awards are an annual opportunity to recognize the businesses, organizations, and individuals in our community for their innovation and leadership in environmental stewardship and sustainability. We normally present the awards in March, but like everything else this year, those plans were postponed. This allowed us the opportunity to innovate the awards themselves as we produced videos showcasing our awardees in a more visual and interactive way. I would like to thank our communication staff, Emma, Shandy, and the production intern and the awardees themselves for their part in creating these great videos. Our award selection committee met back in the spring and we chose three worthy recipients for this year's awards from the multiple nominations we received from the community at large. I would like to show these videos if I can share my screen. Okay. Great. All right. First would like to congratulate the Boise Co-op for their innovative approach to protecting Page 6 Meridian City Council Work Session Item#1. December 1,2020 Page 4 of 9 the environment and their dedication to health and the community. We will play this video. (Video Played.) The next award goes to the South Meridian YMCA for their dedication to recreation, energy efficiency, and green building practices at their new south Meridian facility. (Video Played.) And our next awardee is one of our very own of the City of Meridian Brett Baranco. Now, Brett is being awarded for his creative approach to educate our community on the recycling initiative, Trash or Treasure. (Video Played.) All right. Thanks again to our 2020 Environmental Excellence Awards recipients, the Boise Co-op Meridian, South Meridian YMCA, and Brett Baranco. Our next step is to get these videos out in social media so we could share them with -- with everybody whether they were at the meeting or not. So, that's a good innovation in our awards program I think we will keep using going forward and as we close out the 2020 awards I would like to encourage everyone to start thinking about the 2021 Environmental Excellence Awards and the nomination forms and more information on the award program is available on the city's website. Again thank you to our 2020 awardees and stand for any questions or comments. Simison: Thank you, Jason. And I can speak for all of us in saying thank you to our award selectors -- selectees. I'm sure there are other applications as well and we appreciate everyone who has taken the initiative to do the right thing for our environment here in the City of Meridian. And with that I would see if Council has any comments or questions they would like to state at this time? Borton: Mr. Mayor? Simison: Councilman Borton. Borton: Just a brief comment. I think -- I just -- I'm really excited to see this, obviously, continue through challenging times. I understand the delay makes sense. But to some of the -- the focus on some stewardship of our environment that -- that Council Woman Strader had promoted with the resolution passed earlier this year, this just fits nicely with that focused commitment by the city to encourage folks to make those types of responsible choices, lead by example. So, celebrating them is fantastic -- it's a fantastic fit with what we are trying to focus on here with the city. So, thanks for the continued good work with that. Page 7 Meridian City Council Work Session Item#1. December 1,2020 Page 5 of 9 Simison: Thank you very much. And to our people watching on YouTube, no, you were not in a time warp. That was YouTube on YouTube. Sometimes I know it's like looking in the mirror and seeing yourself over and over again. That was not the case. So, thank you very much, Jason. We look forward to next year. Korn: Thank you, guys. 20. Police Department: Fiscal Year 2021 Budget Amendment for Alive at 25 Grant Simison: Okay. Next item is No. 20, a budget amendment. I'm looking to see if -- I don't know if that's going to be Chief Lavey. Oh. Okay. With that I will turn this over -- the fiscal year '20 budget amendment for Alive at 25 grant. Caldwell: Mr. Mayor, Members of Council, just before I begin, I want you to know I'm the stand in for the stand in. So, if I'm a little monotone reading these points, that's why. So, yes, this is about the traffic team Office of Highway Safety grant. It's a spending authority item. This is a year long grant funded by OHS that pays for overtime funding and costs of travel for training in the areas that affect highway safety. Historically we have received between 35,000 and 45,000 per year from the Office of Highway Safety for the same type of activity, but the money was awarded in a different format where you had to apply for several smaller grants throughout the year. We have a long history of working with the Office of Highway Safety and they have started working with larger agencies like ours to award money up front for the whole year and allow more latitude in how and when it is spent. The funding allows for more time spent enforcing issues of DUI, aggressive driving, seatbelts, cell phone usage and other traffic issues that come up within our city. It is a net zero budget item and the grant was approved by the grant committee. And I will stand for any questions and maybe have an answer or not. Simison: Thank you. Council, any questions? I will -- before we get -- I will just say I have -- I have been looking for these programs for my children and I'm glad to see an opportunity to bring them back. Cavener: Mr. Mayor? Simison: Councilman Cavener. Cavener: I agree with your -- with your comments. I'm curious, what was the grant amount again? Caldwell: Mr. Mayor, Councilman Cavener, I don't know the specific amount. I'm just looking at the talking points, it's ranges between 35,000 to 45,000 per year. Simison: Councilman Bernt, did you say 42,000? 1 think that was the number. Page 8 Meridian City Council Work Session Item#1. December 1,2020 Page 6 of 9 Bernt: Mr. Mayor, I believe, if I -- if I read it correctly, I believe that number is 43,000. 1 could be wrong, but I -- that's what I remember what I read. Cavener: With that, Mr. Mayor, I'm happy to make a motion. Simison: Okay. Councilman Cavener. Cavener: Sorry. Thanks, Mr. Mayor. I move we approve the budget amendment for the Police Department for the Alive at 25 grant for 43,000 dollars. Borton: Second. Simison: I have a motion and a second to approve the budget amendment in the amount of 43,000 dollars. Is there any discussion on the amendment? Bernt: Mr. Mayor? Simison: Councilman Bernt. Bernt: Going off my memory can be sketchy. I believe that's what I read. Do we want to confirm that before we -- Hoaglun: Mr. Mayor? Simison: Councilman Hoaglun. Hoaglun: I pulled that up and I'm showing for the grant amount of 21 ,600 dollars for grant revenue. Bernt: Maybe it was -- 43 was the next one. Hoaglun: And, then, for -- that's for fiscal year '21. Then there is another 21 ,600 for '22 and so on and so on, so -- Borton: 21,600. Hoaglun: 21,600. Yes. Simison: Does the motion maker amend their motion to that number? Cavener: Correct, Mr. Mayor. If the second agrees. Borton: Yep. Simison: Excellent. Is there any further discussion on this item? If not, ask the Clerk to call the roll. Page 9 Meridian City Council Work Session Item#1. December 1,2020 Page 7 of 9 Roll call: Bernt, yea; Borton, yea; Cavener, yea; Hoaglun, yea; Strader, yea; Perreault, absent. Simison: All ayes. And the budget agreement is agreed to. MOTION CARRIED: FIVE AYES. ONE ABSENT. 21. Police Department: Fiscal Year 2021 Budget Amendment for Traffic Enforcement Grant Simison: So, we will go on to the next -- Item 21 is a fiscal year budget amendment for Traffic Enforcement grant. Caldwell: Mr. Mayor, Members of Council, so the one we just did was for Alive at 25? Simison: Yes. Caldwell: Okay. I just read you the talking points previously for the Traffic Enforcement Grant and I did not read you the one for the Alive at 25. 1 apologize. Borton: We knew that. Caldwell: Okay. Any questions about the -- Mr. Mayor, Members of the Council, any questions about the traffic enforcement side? Simison: Council, any questions? If not, do I have a motion? Cavener: Mr. Mayor? Simison: Councilman Cavener. Cavener: This one is for 43,000. So, I will make a motion that we approve the budget amendment for the Police Department for 43,000 dollars, '21 Traffic Enforcement Grant. Borton: Second. Simison: I have a motion and a second. Is there any discussion on the motion? If not, Clerk will call the roll. Roll call: Bernt, yea; Borton, yea; Cavener, yea; Hoaglun, yea; Strader, yea; Perreault, absent. Simison: All ayes and the amendment is agreed to. Thank you. MOTION CARRIED: FIVE AYES. ONE ABSENT. Page 10 Meridian City Council Work Session Item#1. December 1,2020 Page 8 of 9 EXECUTIVE SESSION 22. Per Idaho Code 74-206A(1)(a) To deliberate on a labor contract offer or to formulate a counteroffer. Simison: Next item is Executive Session. Bernt: Mr. Mayor? Simison: Councilman Bernt. Bernt: I move that we go into Executive Session per Idaho Code -- Code 740 -- excuse me -- 74-206A(1)(a). Hoaglun: Mr. Mayor, I second the motion. Simison: I have got a motion and a second to go into Executive Session. Any discussion? If not, Clerk will call the roll. Roll call: Bernt, yea; Borton, yea; Cavener, yea; Hoaglun, yea; Strader, yea; Perreault, absent. Simison: All ayes and we are adjourned into Executive Session. MOTION CARRIED: FIVE AYES. ONE ABSENT. EXECUTIVE SESSION: (4:54 p.m. to 5:29 p.m.) Simison: Council, do I have a motion? Bernt: Mr. Mayor? Simison: Councilman Bernt. Bernt: I move that we come out of Executive Session. Hoaglun: Mr. Mayor, I second the motion. Simison: Have a motion and second to come out of Executive Session. All those in favor signify by saying aye. Opposed nay. The ayes have it. MOTION CARRIED: FIVE AYES. ONE ABSENT. Simison: Do I have another motion? Bernt: Mr. Mayor? Page 11 Meridian City Council Work Session Item#1. December 1,2020 Page 9 of 9 Simison: Councilman Bernt. Bernt: I move that we adjourn the meeting this evening. Hoaglun: Mr. Mayor, second the motion. Simison: Have a motion and a second to adjourn the meeting. All those in favor signify by saying aye. Opposed nay. The ayes have it. We are adjourned. MOTION CARRIED: FIVE AYES. ONE ABSENT. MEETING ADJOURNED AT 5:29 P.M. (AUDIO RECORDING ON FILE OF THESE PROCEEDINGS) 12/15/2020 MAYOR ROBERT E. SIMISON DATE APPROVED ATTEST: CHRIS JOHNSON - CITY CLERK Page 12 7/tem 77 (:> E IDIAN*-----, AGENDA ITEM ITEM TOPIC: Approve Minutes of the November 17, 2020 City Council Work Session APPROVED FPg,3 Meridian City Council Work Session Item 1. November 17,2020 Page 23 of 23 Simison: All ayes. We adjourn into Executive Session. MOTION CARRIED: ALLAYES. EXECUTIVE SESSION: (5:35 p.m. to 6:01 p.m.) Simison: Do I have a motion? Bernt: Mr. Mayor? Simison: Councilman Bernt. Bernt: I move that we come out of Executive Session. Hoaglun: Mr. Mayor, I second the motion. Simison: There is a motion and a second to come out of Executive Session. All those in favor signify by saying aye. Bernt: Mr. Mayor? Simison: Opposed Nay. The ayes have it. MOTION CARRIED: ALLAYES. Simison: Councilman Bernt. Bernt: I move that we adjourn the meeting. Hoaglun: Mr. Mayor, I second the motion. Simison: I have a motion and a second to adjourn the meeting. All those in favor signify by saying aye. Opposed nay. The ayes have it. We are adjourned. MOTION CARRIED: ALLAYES. MEETING ADJOURNED AT 6:01 P.M. (AUDIO RECORDING ON FILE OF THESE PROCEEDINGS) 12 01 2020 MAYOR ROBERT E. SIMISON DATE APPROVED ATTEST: CHRIS JOHNSON - CITY CLERK Page 26 7/tem 77 (:> E IDIAN*-----, AGENDA ITEM ITEM TOPIC: Approve Minutes of the November 17, 2020 City Council Regular Meeting APPROVED Page 27 Meridian City Council Item#2. November 17,2020 Page 28 of 28 Bernt: Mr. Mayor? Simison: Councilman Bernt. Bernt: I move that we go into Executive Session per Idaho Code 74-206A(1)(a) and 74- 206(1)(f). Hoaglun: Mr. Mayor, I second the motion. Simison: I have a motion and a second to go into Executive Session. Is there any discussion? If not, Clerk will call the roll. Roll call: Bernt, yea; Borton, yea; Cavener, yea; Hoaglun, yea; Strader, yea; Perreault, yea. Simison: All ayes. Motion carries and we will adjourn into Executive Session. MOTION CARRIED: ALLAYES. EXECUTIVE SESSION: (7:26 p.m. to 8:27 p.m.) Bernt: Move we come out of Executive Session. Hoaglun: Second the motion. Simison: Motion and seconded to come out of Executive Session. All in favor? All ayes. MOTION CARRIED: ALLAYES. Bernt: Mr. Mayor, I move we adjourn. Hoaglun: Second. Simison: Motion and second to adjourn. All those in favor? All ayes. MOTION CARRIED: ALLAYES. MEETING ADJOURNED AT 8.27 P.M. (AUDIO RECORDING ON FILE OF THESE PROCEEDINGS) 12 / 01 i 2020 MAYOR ROBERT E. SIMISON DATE APPROVED ATTEST: CHRIS JOHNSON - CITY CLERK Page 55 7/tem 77 (:> E IDIAN*-----, AGENDA ITEM ITEM TOPIC: Fed Ex B01A Van Station Sanitary Sewer Easement APPROVED L5l ADA COUNTY RECORDER Phil McGrane 2020-165694 BOISE IDAHO Pgs=6 KRISTINA LOWRY 12/02/2020 02:14 PM CITY OF MERIDIAN, IDAHO NO FEE Proiect Name(Subdivision): FedEx BOIA Van Station Sanitary Sewer Easement Number: Identify this Easement by sequential number if Project contains more than one sanitary sewer easement. {See Instructions for additional information). SANITARY SEWER EASEMENT THIS Easement Agreement, made this Ist Day of December 2020 'between Grand Jr., LLC ("Grantor"),and the City of Meridian, an Idaho Municipal Corporation("Grantee"); WHEREAS, the Grantor desires to provide a sanitary sewer right-of-way across the premises and property hereinafter particularly bounded and described; and WHEREAS, the sanitary sewer is to be provided for through underground pipelines to be constructed by others; and WHEREAS, it will be necessary to maintain and service said pipelines from time to time by the Grantee; NOW,THEREFORE, in consideration of the benefits to be received by the Grantor, and other good and valuable consideration, the Grantor does hereby give, grant and convey unto the Grantee the right-of-way for an easement for the operation and maintenance of sanitary sewer over and across the following described property: (SEE ATTACHED EXHIBITS A and B) The easement hereby granted is for the purpose of construction and operation of sanitary sewer their allied facilities, together with their maintenance, repair and replacement at the convenience of the Grantee,with the free right of access to such facilities at any and all times. TO HAVE AND TO HOLD, the said easement and right-of-way unto the said Grantee, it's successors and assigns forever. IT IS EXPRESSLY UNDERSTOOD AND AGREED, by and between the parties hereto, that after making repairs or performing other maintenance, Grantee shall restore the area of the easement and adjacent property to that existent prior to undertaking such repairs and maintenance. However, Grantee shall not be responsible for repairing, replacing or restoring anything placed within the area described in this easement that was placed there in violation of this easement. THE GRANTOR covenants and agrees that Grantor will not place or allow to be placed any permanent structures, trees, brush, or perennial shrubs or flowers within the area described for this easement, which would interfere with the use of said easement, for the purposes stated herein. Sanitary Sewer Easement REV.0 1/0 1/2020 Item#3. public street, then, to such extent, such right-of-way and easement hereby granted which lies within such boundary thereof or which is a part thereof, shall cease and become null and void and of no further effect and shall be completely relinquished. THE GRANTOR does hereby covenant with the Grantee that Grantor is lawfully seized and possessed of the aforementioned and described tract of land, and that Grantor has a good and lawful right to convey said easement, and that Grantor will warrant and forever defend the title and quiet possession thereof against the lawful claims of all persons whomsoever. THE COVENANTS OF GRANTOR made herein shall be binding upon Grantor's successors, assigns, heirs,personal representatives,purchasers, or transferees of any kind. IN WITNESS WHEREOF, the said parties of the first part have hereunto subscribed their signatures the day and year first herein above written. GRANTO STATE OF IDAHO ) ss County of Ada- ) 'Tvvi nFu.Lls This record was acknowledged before me on (date) by bYC 01�1 (name of individual), [complete the following if signing in a representative c ity, or strike the following if signing in an individual capacity] on behalf of b Im Y-L �1r.,L�(, (name of entity on behalf of whom record was executed), in the following representative capacity: (type of authority such as officer or trustee) (stamp) A Nbfary Signatu ERIN CALLEN My Commission Expires: Notary Public-State of Idaho Commission Number 67679 My Commission Expires May 9, 2022 Water Main Easement Version 01/01/2020 Page 58 Item#3. GRANTEE: CITY OF MERIDIAN Robert E. Simison, Mayor Attest by Chris Johnson, City Clerk STATE OF IDAHO, ) : ss. County of Ada ) This record was acknowledged before me on 12-1-2020 (date) by Robert E. Simison and Chris Johnson on behalf of the City of Meridian, in their capacities as Mayor and City Clerk, respectively. (stamp) Notary Signature My Commission Expires. 3-28-2022 Water Main Easement Version 01/01/2020 Page 59 Item#3. (rJ-LI-B 'l J-U-B COMPANIES isTH LANGOON Q MAPPING GROUP INC. J•U•B ENGINEERS, INC. EXHIBIT"A" CITY OF MERIDIAN SEWER EASEMENT PARCELS A& B of RECORD OF SURVEY No. 12136 LEGAL DESCRIPTION Those portions of Parcels A and B according to Record of Survey No. 12136 recorded under Instrument No. 2019-128689, Ada County Records, said portions located in the Southwest Quarter of Section 11, Township 3 North, Range 1 West, Boise Meridian, City of Meridian,Ada County, Idaho, described as follows: COMMENCING at the corner common to Sections 10, 11, 14 and 15,Township 3 North, Range 1 West, Boise Meridian, from which the south quarter corner of said Section 11 bears South 89°09'32" East, 2,658.18 feet;Thence South 89°09'32" East, 1,651.76 feet along the south line of said Section 11; Thence North 00°50'28" East, 30.00 feet departing from said south line to the northerly right-of-way line of W. Franklin Road and the POINT OF BEGINNING; Thence N 00°21'40" E,42.90 feet departing from said northerly right-of-way line; Thence N 89°59'40" E, 91.05 feet; Thence N 00°00'20" W, 329.89 feet; Thence N 89°59'40" E, 20.00 feet; Thence S 00°00'20" E, 349.89 feet; Thence S 89°59'40" W, 91.18 feet; Thence S 00°21'40" W, 23.11 feet to the northerly right-of-way line of W. Franklin Road; Thence N 89°09'32" W, 20.00 feet along said northerly right-of-way line to the POINT OF BEGINNING, containing 0.21 acres, more or less. TOGETHER WITH That portion of Parcel A according to Record of Survey No. 12136 recorded under Instrument No. 2019- 128689,Ada County Records, said portion located in the Southwest Quarter of Section 11, Township 3 North, Range 1 West, Boise Meridian, City of Meridian, Ada County, Idaho, described as follows: COMMENCING at the corner common to Sections 10, 11, 14 and 15,Township 3 North, Range 1 West, Boise Meridian, from which the south quarter corner of said Section 11 bears South 89°09'32" East, 2,658.18 feet;Thence South 89°09'32" East, 1,236.47 feet along the south line of said Section 11; CITY OF MERIDIAN SEWER EASEMENT/ PARCELS A& B of RECORD OF SURVEY No. 12136 LEGAL DESCRIPTION Page 1 of 2 a 250 S. Beechwood Avenue,Suite 201, Boise, ID 83709 p 208-376-7330 w www.jub.com Page 60 Item#3. (rJ-LI-B 'l J-U-B COMPANIES isLANGOON GATEWAY MAPPING GROUP INC. J•U•B ENGINEERS, INC. Thence North 00°41'05" East, 470.68 feet departing from said south line to a point on the west line of said Parcel A;Thence departing from said west line, North 89°59'40" East, 113.26 feet to the POINT OF BEGINNING; Thence N 00°00'20" W, 253.18 feet; Thence N 89°59'40" E, 20.00 feet; Thence S 00°00'20" E, 253.18 feet; Thence S 89°59'40" W, 20.00 feet to the POINT OF BEGINNING, containing 0.12 acres, more or less. END DESCRIPTION This description was prepared by me or under my supervision. If any portion of this description is modified or removed without the written consent of Robert L. Kazarinoff, PLS, all professional liability associ t d with this document is hereby declared null and void. �A Robert L. Kazarinoff, PLS 16642 0 0 Date O T OF \� o T L. KAZA 12 NOV 2020 CITY OF MERIDIAN SEWER EASEMENT/ PARCELS A& B of RECORD OF SURVEY No. 12136 LEGAL DESCRIPTION Page 2 of 2 a 250 S. Beechwood Avenue,Suite 201, Boise, ID 83709 p 208-376-7330 w www.jub.com Page 61 Line Table Item#3. � � Line # Direction Length I I L20 N00'50'28"E 30.00' L21 N00'21'40"E 42.90' L22 N89.59'40"E 91.05' 1 I a I W PARCEL A L23 N89.59'40"E 20.00' C I 1110 Record of Survey N I 1 a No. 12136 L24 S89'59'40"W 91.18' 0 oI I b L25 S00'21'40"W 23.1 1' I Point of Z I I N L26 N89'09'32"W 20.00' I Beg Ease entinnin No.2 I I L27 N89.59'40"E 20.00' N89'59'40"E 1 I L28 S89'59'40"W 20.00, 113.26' L28 Ada County Highway District ASS Right—of—Way L23 Il PARCEL B Record of Survey No. 12136 I a, I I OD I OR I I C4 I i 0 -W I C4 I N O O I I O d I OI I o of I Zi IN Z � I I II � I I Point of —I?L I Beginning ~—_L_4_ 1236.47' Easement No.1 I L25 10 11 415.29' W. FRANKLW RD. �' L26 15 1'4 — — — — -- — 1006.42' 11 S89'09'32"E 2658.18' 114 Point of Legend Commencement — Property Line ,s G' _ - - - - - _- - _ Easement Line - - - — Section Line 0 100 200 _ — — Adjacent Property Line — Section Corner �4 Quarter—Section Corner Scale in Feet Kk a o — Calculated Position /ZuOv Z❑ SEWER EASEMENT y CITY OF MERIDIAN r5 1-U-8ENGINEERS,INC. LOCATED IN THE SW 1/4,SECTION 11,T.3 N.,R.1 W.,B. Page 62 CITY OF MERIDIAN,ADA COUNTY, IDAHO 7/tem 77 (:> E IDIAN*-----, AGENDA ITEM ITEM TOPIC: Fed Ex B01A Van Station Water Main Easement APPROVED Page 63 ADA COUNTY RECORDER Phil McGrane 2020-165695 BOISE IDAHO Pgs=7 KRISTINA LOWRY 12/02/2020 02:14 PM CITY OF MERIDIAN, IDAHO NO FEE Proieet Name(Subdivision): FedEx BOIA Van Station Water Main Easement Number: Identify this Easement by sequential number if Project contains more than one Water Main easement. {See Instructions for additional information). WATER MAIN EASEMENT THIS Easement Agreement, made this Ist day of December 20 20 between Grand Jr., LLC ("Grantor"),and the City of Meridian,an Idaho Municipal Corporation("Grantee"); WHEREAS,the Grantor desires to provide a water main right-of-way across the premises and property hereinafter particularly bounded and described; and WHEREAS, the water main is to be provided for through underground pipelines to be constructed by others; and WHEREAS, it will be necessary to maintain and service said pipelines from time to time by the Grantee; NOW, THEREFORE, in consideration of the benefits to be received by the Grantor,and other good and valuable consideration, the Grantor does hereby give, grant and convey unto the Grantee the right-of-way for an easement for the operation and maintenance of water mains over and across the following described property: (SEE ATTACHED EXHIBITS A and B) The easement hereby granted is for the purpose of construction and operation of water mains and their allied facilities, together with their maintenance, repair and replacement at the convenience of the Grantee,with the free right of access to such facilities at any and all times. TO HAVE AND TO HOLD, the said easement and right-of-way unto the said Grantee, it's successors and assigns forever. IT IS EXPRESSLY UNDERSTOOD AND AGREED,by and between the parties hereto, that after making repairs or performing other maintenance, Grantee shall restore the area of the easement and adjacent property to that existent prior to undertaking such repairs and maintenance. However, Grantee shall not be responsible for repairing, replacing or restoring anything placed within the area described in this easement that was placed there in violation of this easement. THE GRANTOR covenants and agrees that Grantor will not place or allow to be placed any permanent structures, trees, brush, or perennial shrubs or flowers within the area described for this easement, which would interfere with the use of said easement, for the purposes stated herein. THE GRANTOR covenants and agrees with the Grantee that should any part of the right-of- way and easement hereby granted shall become part of, or lie within the boundaries of any Water Main Easement Version 01/01/2020 THE GRANTOR covenants and agrees with the Grantee that should any part of the right-of- way and easement hereby granted shall become part of, or lie within the boundaries of any public street, then, to such extent, such right-of-way and easement hereby granted which lies within such boundary thereof or which is a part thereof, shall cease and become null and void and of no further effect and shall be completely relinquished. THE GRANTOR does hereby covenant with the Grantee that Grantor is lawfully seized and possessed of the aforementioned and described tract of land, and that Grantor has a good and lawful right to convey said easement, and that Grantor will warrant and forever defend the title and quiet possession thereof against the lawful claims of all persons whomsoever. THE COVENANTS OF GRANTOR made herein shall be binding upon Grantor's successors, assigns, heirs, personal representatives, purchasers, or transferees of any kind. IN WITNESS WHEREOF, the said parties of the first part have hereunto subscribed their signatures the day and year first herein above written. GRANTOR: A---- STATE OF IDAHO ) ) ss County of Atilt ) — -w►V �-Mvts This record was acknowledged before me on (date) by C Y i F- (name of individual), [complete the following if signing in a representative c ity, or strike the following if signing in an individual capacity] on behalf of En vrx L-A Z v. ,C-l_G (name of entity on behalf of whom record was executed), in the following representative capacity: JAL>, A _(type of authority such as officer ee) (stamp) Not ry Signature n My Commission Expires: �J- '"l r Z2 ERIN CALLEN Notary Public-State of Idaho Commission Number 67679 4 My Commission Expires May 9, 2022 A Sanitary Sewer Easement REV.01/01/2020 Page 65 Item#4. GRANTEE: CITY OF MERIDIAN Robert E. Simison, Mayor Attest by Chris Johnson, City Clerk STATE OF IDAHO, ) . ss. County of Ada ) This record was acknowledged before me on 12-1-2020 (date) by Robert E. Simison and Chris Johnson on behalf of the City of Meridian, in their capacities as Mayor and City Clerk, respectively. (stamp) Notary Signature My Commission Expires: 3-28-2022 Sanitary Sewer Easement REV.0 1/0 1/2020 Page 66 Item#4. (rJ-LI-B 'l J-U-3 COMPANIES isLANGOON GATEWAY MAPPING GROUP INC. J•U•B ENGINEERS, INC. EXHIBIT"A" CITY OF MERIDIAN WATER EASEMENT PARCEL A of RECORD OF SURVEY No. 12136 LEGAL DESCRIPTION That portion of Parcel A according to Record of Survey No. 12136 recorded under Instrument No. 2019- 128689,Ada County Records, said portions located in the Southwest Quarter of Section 11,Township 3 North, Range 1 West, Boise Meridian, City of Meridian, Ada County, Idaho, described as follows: COMMENCING at the corner common to Sections 10, 11, 14 and 15,Township 3 North, Range 1 West, Boise Meridian, from which the south quarter corner of said Section 11 bears South 89°09'32" East, 2,658.18 feet;Thence South 89°09'32" East, 1,692.64 feet along the south line of said Section 11; Thence North 00°50'28" East, 30.00 feet departing from said south line to the northerly right-of-way line of W. Franklin Road and the POINT OF BEGINNING; Thence N 89°09'32" W,95.77 feet along said northerly right-of-way line; Thence N 00°24'15" E, 346.33 feet along the west line of said Parcel A; Thence N 00°00'20" W, 25.65 feet departing from said west line; Thence N 89°59'40" E, 20.18 feet; Thence S 00°24'15" W, 352.54 feet; Thence S 89°35'45" E, 75.92 feet; Thence S 00°51'14" W, 20.33 feet to the POINT OF BEGINNING, containing 0.21 acres, more or less. TOGETHER WITH That portion of Parcel A according to Record of Survey No. 12136 recorded under Instrument No. 2019- 128689,Ada County Records, said portion located in the Southwest Quarter of Section 11, Township 3 North, Range 1 West, Boise Meridian, City of Meridian, Ada County, Idaho, described as follows: COMMENCING at the corner common to Sections 10, 11, 14 and 15,Township 3 North, Range 1 West, Boise Meridian, from which the south quarter corner of said Section 11 bears South 89°09'32" East, 2,658.18 feet;Thence South 89°09'32" East, 1,236.47 feet along the south line of said Section 11; Thence North 00°41'05" East, 470.68 feet departing from said south line to a point on the west line of said Parcel A;Thence departing from said west line, North 89°59'40" East, 84.17 feet to the POINT OF BEGINNING; Thence N 00°00'18" W, 68.55 feet; Thence N 45°00'18" W, 25.43 feet; Thence N 00°00'18" W, 38.54 feet; CITY OF MERIDIAN WATER EASEMENT/PARCEL A of RECORD OF SURVEY No. 12136 LEGAL DESCRIPTION Page 1 of 2 a 250 S. Beechwood Avenue,Suite 201, Boise, ID 83709 p 208-376-7330 w www.jub.com Page 67 Item#4. rJ-I I-B J-U-B COMPANIES LANGOON MAPPING CROUP INC. J•U•B ENGINEERS, INC. Thence S 89°59'40" W, 18.47 feet; Thence N 00°00'20" W, 20.00 feet; Thence N 89°59'40" E, 18.47 feet; Thence N 00°00'18" W, 624.19 feet; Thence S 89°59'42" W, 56.93 feet; Thence N 00°41'05" E, 20.00 feet; Thence N 89°59'42" E, 54.77 feet; Thence N 44°59'40" E,44.64 feet; Thence N 00°00'19" W, 34.37 feet; Thence N 89°59'41" E, 20.00 feet; Thence S 00°00'19" E, 36.15 feet; Thence N 89°59'40" E, 322.57 feet; Thence N 00°00'20" W, 38.12 feet; L Thence N 89°59'40" E, 20.00 feet; Thence S 00°00'20" E, 745.82 feet; o Thence N 89°41'53" E, 15.29 feet; O Thence S 00°18'07" E, 20.00 feet; Thence S 89°41'53" W, 15.39 feet; 1� Thence S 00°00'20" E, 91.35 feet; qr OF Thence S 89°59'40" W, 20.00 feet; L. KA7�' Thence N 00°00'20" W, 799.04 feet; Thence S 89°59'40" W, 336.08 feet; Thence S 44°59'40" W, 22.83 feet; Thence S 00°00'18" E, 688.09 feet; Thence S 45°00'18" E, 25.43 feet; Thence S 00°00'18" E, 76.83 feet; Thence S 89°59'40" W, 20.00 feet to the POINT OF BEGINNING, containing 0.99 acres, more or less. END DESCRIPTION This description was prepared by me or under my supervision. If any portion of this description is modified or removed without the written consent of Robert L. Kazarinoff, PLS, all professional liability associated with this document is hereby declared null and void. Robert L. Kazarinoff, PLS 16642 Date 12 NOV 2020 CITY OF MERIDIAN WATER EASEMENT/PARCEL A of RECORD OF SURVEY No. 12136 LEGAL DESCRIPTION Page 2 of 2 a 250 S. Beechwood Avenue,Suite 201, Boise,ID 83709 p 208-376-7330 w www.jub.com Page 68 Item#4. L47 Legend Property Line L4fi h L4 N89'59'40"E 3221.57'v - ------ Easement Line L44 y_ _________ - Section Line _ ` f 1 Adjacent L427� I I I Property Line I I — Right—of—Way Line I I I I I � O — 5/8" Rebar I I I O — 1/2" Rebar 1 I 1 { — Section Corner l o l — Quarter Corner o a;1 I vi o — Calculated Position � 0 n l W 1 1W pl IO 00 I °.-° PARCEL A o t o o Record of Survey O I t o 00 1 I b No. 12136 0 1 ! o of IN zllrn ZI I I I I { I { mcn I � v oc I I 11 a o z° 41 1 I I I L40 1 I L51 0 100 200 L39 I! 1 1.38 � � 1 , 'L37 16 11 m L54 Scale in Feet LL35�1 19 I IS � 6Okc County Highway District y55 L32 Point of L29 L Beginning s' Easement N-2 00 M l C4 in M of bO l I N z cV I b N Point of I I z I Commencement L33 1 1 O 1 1 —" ,vr,- —„�„ ��- a — — 4 1236.47' _ _ _ 456.17' L31 — -p`,„ 11 15 1+4...... W. FRANKLIN RD. _W 2658.18" Poin N89'0932 t of V 1` Beginning Easement No.1 WATERLINE EASEMENT CITY OF MERIDIAN o J-U BENGINEER5,INC. LOCATED IN THE SW 1/4,SECTION 11,T.3 N.,R.1 W.,B. Page 69 CITY OF MERIDIAN,ADA COUNTY, IDAHO Item#4. Line Table Line Table Line # Direction Length Line # Direction Length L29 N00'00'20"W 25.65' L45 N44'59'40"E 44.64' L30 N00'50'28"E 30.00' L46 NOO'00'19"W 34.37' L31 N89'09'32"W 95.77' L47 N89'59'41"E 20.00' L32 N89'59'40"E 20.18' L48 SOO'00'19"E 36.15' L33 S89'35'45"E 75.92' L49 N00'00'20"W 38.12' L34 S00'51'14"W 20.33' L50 N89'59'40"E 20.00' L35 N89'59'40"E 84.17' L51 N89'41'53"E 15.29' L36 N00'00'18"W 68,55' L52 S00'18'07"E 20.00' L37 N45'00'18"W 25.43' L54 S89'41'53"W 15.39' L38 N00'00'18"W 38.54' L55 SOO'00'20"E 91.35' L39 S89'59'40"W 18.47' L56 S89'59'40"W 20.00' L40 N00'00'20"W 20.00, L57 S44'59'40"W 22.83' L41 N89'59'40"E 18.47' L58 S45'00'18"E 25.43' L42 S89'59'42"W 56.93' L59 S00'00'18"E 76.83' L43 NOO'41'05"E 20.00' L60 S89'59'40"W 20.00' L44 N89'59'42"E 54.77' T Np,L 1 S f NOV 7wo s �ka d'a 8 a 1^ WATERLINE EASEMENT CITY OF MERIDIAN 5 i-u-B ENGINURS,INC- LOCATED IN THE SW 1/4,SECTION 11,T.3 N.,R.1 W., B.M Page 70 SENEM CITY OF MERIDIAN,ADA COUNTY,IDAHO 7/tem 77 (:> E IDIAN*-----, AGENDA ITEM ITEM TOPIC: Hensley Station Subdivision No. 2 Sanitary Sewer and Water Main Easement APPROVED Page 71 ADA COUNTY RECORDER Phil McGrane 2020-165696 BOISE IDAHO Pgs=5 KRISTINA LOWRY 12/02/2020 02:14 PM CITY OF MERIDIAN, IDAHO NO FEE t',roieet iName 1Subdivision ENSLY STATION NO 2 #1 Sanitary,Sewer&Water Main t,asement Ntunber Idetsti ry this Easement by sequential number if Project contains more than one easement of this type, (See Instructions for additional information). t: THIS Easement Agreement, made this 1st day of December 2 — between Hensley Properties, LLC. 4"Grantor") and the City of Meridian, an Idaho Municipal Corporation ("Grantee"); WHEREAS, the Grantor desires to provide a sanitary sewer and water main right-of- way across the premises and property hereinafter particularly bounded and described; and WHEREAS, the sanitary sewer and water is to be provided for through underground pipelines to be constructed by others; and WHEREAS, it will be necessary to maintain and service said pipelines from time to time by the Grantee, NOW, THEREFORE, in consideration of the benefits to be received by the Grantor, and other good and valuable consideration, the Grantor does hereby give, grant and convey unto the Grantee the right-of-way for an easement for the operation and maintenance of sanitary sewer and water mains over and across the following described property: (SEE ATTACHED EXHIBITS A and B) The easement hereby granted is for the purpose of construction and operation of sanitary sewer and water mains and their allied facilities, together with their maintenance, repair and replacement at the convenience of the Grantee, with the free right of access to such facilities at any and all times. TO HAVE AND TO HOLD, the said easement and right-of-way unto the said Grantee, it's successors and assigns forever. IT IS EXPRESSLY UNDERSTOOD AND AGREED, by and between the parties hereto, that after making repairs or performing other maintenance, Grantee shall restore the area of the easement and adjacent property to that existent prior to undertaking such repairs and maintenance. However, Grantee shall not be responsible for repairing, replacing or restoring anything placed within the area described in this easement that was placed there in violation of this easement. Sanitary Sewer and water Main Easement REV.0 1/0 1/2020 Page 72 Item#5. THE GRANTOR covenants and agrees that Grantor will not place or allow to be placed any permanent structures, trees, brush, or perennial shrubs or flowers within the area described for this easement, which would interfere with the use of said easement, for the purposes stated herein. THE GRANTOR covenants and agrees with the Grantee that should any part of the right- of-way and easement hereby granted shall become part of, or lie within the boundaries of any public street, then, to such extent, such right-of-way and easement hereby granted which lies within such boundary thereof or which is a part thereof, shall cease and become null and void and of no further effect and shall be completely relinquished. THE GRANTOR does hereby covenant with the Grantee that Grantor is lawfully seized and possessed of the aforementioned and described tract of land, and that Grantor has a good and lawful right to convey said easement, and that Grantor will warrant and forever defend the title and quiet possession thereof against the lawful claims of all persons whomsoever. THE COVENANTS OF GRANTOR made herein shall be binding upon Grantor's successors, assigns, heirs,personal representatives, purchasers, or transferees of any kind. IN WITNESS WHEREOF, the said parties of the first part have hereunto subscribed their signatures the day and year first herein above written. GRANTOR: -UA4j4c, Al�/ STATE OF IDAHO ) ) ss County of Ada ) This record was a knowledged before me on Q Pf (date) by , OX6ell S. & (name of individual), [complete the fiollovi ing ij .signing in a representative capacity, or strike the fnlloi44ng if.signing in an individual capacity] on behalf of 5 (name ❑f entity on behalf of w m record was executed), in the Fo lowing representative capacity:a 0 - ezP (type of authority such as officer or trustee) DOMMUIT #3655 NOTARY PUBLIC STATE OF IDAHO Notary Sig a cc [MY COMMISSION EXPIRES 02tie/12025 My Commission Expires: .,? — Sanitary Sewer and Water Main Easement REV.01/01/2020 Page 73 Item#5. GRANTEE: CITY OF MERIDIAN Robert E. Simison, Mayor Attest by Chris Johnson, City Clerk STATE OF IDAHO, ) : ss. County of Ada ) This record was acknowledged before me on 12-1-2020 (date) by Robert E. Simison and Chris Johnson on behalf of the City of Meridian, in their capacities as Mayor and City Clerk,respectively. Notary Signature My Commission Expires: 3-28-2022 Sanitary Sewer and Water Main Easement REV.01/01/2020 Page 74 Item#5. EXHIBIT A Legal Description Hensley Station Subdivision No. 2 City of Meridian Sanitary Sewer and Water Easement An easement located in the SW '/4 of Section 10, Township 3 North, Range 1 West, Boise Meridian, Ada County, Idaho, more particularly described as follows: Commencing at an Aluminum Cap monument marking the southwest corner of said Section 10, from which a Brass Cap monument marking the northwest corner of said SW '/4 of Section 10 bears N 0038'57" E a distance of 2653.05 feet; Thence N 0°38'57" E along the westerly boundary of said SW% a distance of 1087.83 feet to a point; Thence leaving said westerly boundary S 89°15'44" E a distance of 375.69 feet to a point on the northerly right-of-way of W. Aviator Street; Thence leaving said right-of-way N 0044'16" E a distance of 156.11 feet to the POINT OF BEGINNING; Thence N 0°36'41" E a distance of 229.18 feet to a point of curvature; Thence a distance of 29.53 feet along the arc of a 19.00 foot radius curve left, said curve having a central angle of 89°02'31" and a long chord bearing N 43054'34" W a distance of 26.64 feet to a point of tangency; Thence N 88°25'50" W a distance of 114.15 feet to a point; Thence N 1°34'23" E a distance of 38.00 feet to a point; Thence S 88°25'50" E a distance of 114.15 feet to a point of curvature; Thence a distance of 88.58 feet along the arc of a 57.00 foot radius curve right, said curve having a central angle of 89002'31" and a long chord bearing S 43054'34" E a distance of 79.93 feet to a point of tangency; Thence S 0°36'41" W a distance of 226.28 feet to a point; Thence N 89'23'19" W a distance of 21.50 feet to a point; Thence S 0036'41" W a distance of 2.90 feet to a point; Thence N 89023'19" W a distance of 16.50 feet to the POINT OF BEGINNING. NPL LANZS This easement contains 15,228 square feet (0.350 acres) more or T F less and is subject to any other easements existing or in use. 11118 X I I I v�lio Clinton W. Hansen, PLS y P Land Solutions, PC November 6, 2020 TON W NPR Hensley Station Subdivision No.2 Land Surveying and Consulting Meridain Sewer&Water Easement Job No. 1 Page 1 Page 75 Item#5. CITY OF MERIDIAN SANITARY SEWER & WATER EASEMENT 1/4�� HENSLEY STATION SUBDIVISION NO. 2 s W. PINE AVE. LOCATED IN THE SW 1/4 OF SECTION 10, T3N, R1W, B.M. CITY OF MERIDIAN, ADA COUNTY, IDAHO w S88'25'50"E 114.15' _PROP_OSED_EASEMENT \ �--N88'25'50"W 114.15'c Q PREP S, I N m _ I I'0 � N IN I N I N S,Lo i N NS 1 U-) —NE S�gO. � o cn CD - - CD z I I I o !� N Z POINT OF BEGINNING 21.50'319 W m N89'23'19"W - I 7LI -77 T-T 1 --1 i - - cD: o LN cn i CURVE TABLE w CURVE # LENGTH RADIUS DELTA BEARING CHORD C1 29.53' 19.00' 89°02'31" N43°54'34"W 26.64' o: C2 88.58' 57.00' 89°02'31" S43°54'34"E 79.93' Z S89'15'44"E 375.69' �— oO W. AVIATOR ST. 0' 35' 70' 140' o \�NPL LA NpS 9 10 a 11118 I U tl 0 n S 16 15 W MANKUN RD. o ��7i rF o F ��P 5� Land Surveying and Consulting A� 231 E.5TH ST.,STE.A TOn �• Nf MERIDIAN,ID 83642 • (208)288-2040 (208)288-2557 fax www.Iandsolutions.biz JOB Page 76 7/tem 77 (:> E IDIAN*-----, AGENDA ITEM ITEM TOPIC: Shelburne East No. 3 Water Main Easement No. 1 APPROVED Page 77 ADA COUNTY RECORDER Phil McGrane 2020-165697 BOISE IDAHO Pgs=5 KRISTINA LOWRY 12/02/2020 02:15 PM CITY OF MERIDIAN, IDAHO NO FEE Proiect Name(Subdivision). SHELBURNE EAST NO 3 Water Main Easement Number: #1 Identify this Easement by sequential number if Project contains more than one Water Main casement. See Instructions for additional information). WATER MAIN EASEMENT THIS Easement Agreement, made this 1 St day of December20 20 between Shelburne Properties, LLC. ("Grantor"), and the City of Meridian,an Idaho Municipal Corporation ("Grantee"); WHEREAS, the Grantor desires to provide a water main right-of-way across the premises and property hereinafter particularly bounded and described; and WHEREAS, the water main is to be provided for through underground pipelines to be constructed by others; and WHEREAS, it will be necessary to maintain and service said pipelines from time to time by the Grantee; NOW, THEREFORE, in consideration of the benefits to be received by the Grantor, and other good and valuable consideration, the Grantor does hereby give, grant and convey unto the Grantee the right-of-way for an easement for the operation and maintenance of water mains over and across the following described property: (SEE ATTACHED EXHIBITS A and B) The easement hereby granted is for the purpose of construction and operation of water mains and their allied facilities, together with their maintenance, repair and replacement at the convenience of the Grantee,with the free right of access to such facilities at any and all times. TO HAVE AND TO HOLD, the said easement and right-of-way unto the said Grantee, it's successors and assigns forever. IT IS EXPRESSLY UNDERSTOOD AND AGREED, by and between the parties hereto,that after making repairs or performing other maintenance, Grantee shall restore the area of the easement and adjacent property to that existent prior to undertaking such repairs and maintenance. However, Grantee shall not be responsible for repairing, replacing or restoring anything placed within the area described in this easement that was placed there in violation of this easement. THE GRANTOR covenants and agrees that Grantor will not place or allow to be placed any permanent structures,trees, brush, or perennial shrubs or flowers within the area described for this easement, which would interfere with the use of said easement, for the purposes stated herein. THE GRANTOR covenants and agrees with the Grantee that should any part of the right-of- way and easement hereby granted shall become part of, or lie within the boundaries of any Water Main Easement Version 0 1/0 1/2020 public street, then, to such extent, such right-of-way and easement hereby granted which lies within such boundary thereof or which is a part thereof, shall cease and become null and void and of no further effect and shall be completely relinquished. THE GRANTOR does hereby covenant with the Grantee that Grantor is lawfully seized and possessed of the aforementioned and described tract of land, and that Grantor has a good and lawful right to convey said easement, and that Grantor will warrant and forever defend the title and quiet possession thereof against the lawful claims of all persons whomsoever. THE COVENANTS OF GRANTOR made herein shall be binding upon Grantor's successors, assigns, heirs, personal representatives,purchasers, or transferees of any kind. IN WITNESS WHEREOF, the said parties of the first part have hereunto subscribed their signatures the day and year first herein above written. GRANTOR: STATE OF IDAHO ) ss County of Ada ) This record was acknowledged before me on (c a (date) by 4�0,(\du, Iariq 6 name of individual [complete the ollowin is representative capacity, or strike the following if signing in an individual capacity] on behalf of 15 h ZAurn LTYI)O}M LLC (name of entity on behalf of whom record was executed), in the following representative capacity: rn cM a 11i 1v1 (type of authority such as officer or trustee) (stamp) lry ign ture MEGHAN E SMITH Comm sion Expires: NOTARY PUBLIC-ARIZONA MARICOPA COUNTY qW COMMISSION#578551 MY COMMISSION EXPIRES March 9,2024 Water Main Easement Version 01/01/2020 GRANTEE: CITY OF MERIDIAN Robert E. Simison, Mayor Attest by Chris Johnson, City Clerk STATE OF IDAHO, ) : ss. County of Ada ) This record was acknowledged before me on 12-1-2020 (date) by Robert E. Simison and Chris Johnson on behalf of the City of Meridian, in their capacities as Mayor and City Clerk, respectively. (stamp) Notary Signature My Commission Expires: 3-28-2022 Water Main Easement Version 01/01/2020 page 80 Item#6. Legal Description City of Meridian Water Easement Shelburne East Subdivision No. 3 An easement located in the NW '/4 of the SE % of Section 28, Township 3 North, Range 1 East, Boise Meridian, Ada County, Idaho, more particularly described as follows: Commencing at an Aluminum cap monument marking the northeast corner of said SE '/4 (East '/4 corner) of Section 28, from which an Aluminum cap monument marking the southeast corner of said SE '/ bears S 0026'04" W a distance of 2656.38 feet; thence along the northerly boundary of said SE % N 89°23'16" W a distance of 1801.68 feet to a point; thence leaving said northerly boundary S 0036'44" W a distance of 803.29 feet to the POINT OF BEGINNING; Thence N 75026'03" E a distance of 22.76 feet to a point; Thence S 14°33'57" E a distance of 103.88 feet to a point; Thence N 75°26'03" E a distance of 29.20 feet to a point on a curve; Thence a distance of 20.81 feet along the arc of a 55.00 foot radius non-tangent curve left, said curve having a central angle of 21°40'42" and a long chord bearing S 0013'44" W a distance of 20.69 feet to a point; Thence S 75026'03" W a distance of 43.92 feet to a point; Thence N 14033'57" W a distance of 103.88 feet to a point; Thence S 75026'03" W a distance of 4.23 feet to a point; Thence N 10'21'36" W a distance of 20.05 feet to the POINT OF BEGINNING. This easement contains 3,065 square feet (0.070 acres) more or less and is subject to any other easements existing or in use. ONp L LAND Clinton W. Hansen, PLS \T R Gp� Land Solutions, PC `� November 11, 2020 11118 �ll +20� z 9 P �jiL TF 0 TON W . HP Shelburne East Subdivision No. 1 r1J'ld- 01'L1Jor15 Ingress-Egress Common Driveway Ease Q_�' land Surveying and Consulting Job No. 18-84 Page 1 of 1 Page 81 Item#6. CITY OF MERIDIAN WATER EASEMENT SHELBURNE EAST SUBDIVISION NO. 3 LOCATED IN THE NW 1/4 OF THE SE 1/4 OF SECTION 28, T.3N., R.1E., B.M. MERIDIAN, ADA COUNTY, IDAHO _ N89'23'16"W 2656.47' 28 27 CEN 1/4 854.79' 1801.68' - 1/4 1 I 1 1 I m 00 'O - I � I O 00 I M 1 POINT OF N75'26'03"E N BEGINNING 1 22.76' I - -; �I N10-21'36"W_.,_j % 3,065 SF w 20,05' 1 1�, 0.070 ACRES 1 11 a S75'26'03"W 1 w v) o 4.23' ;y �� a I I V)I N75'26'03"E / 1 T 1 w 29.20' O S75'26'03"W ¢o No LA/yD 1 1.- 43.92' G\ S R 'per I o \ Cl 11118 ; V' OF �5� 0' 30' 60' 120' E. AMITY ROAD 28 27 ON W.NP 33 34 CURVE TABLE ut�r� CURVE # LENGTH RADIUS DELTA BEARING CHORD Land Surveying and Consulting 231 E.5TH ST.,STE.A C1 20.81' 55.00' 21'40'42" SO'13'44"W 20.69' MERIDIAN,ID 83642 (208)286-2040 (208)288-2557 fax mm.landsolulions.biz J08 W, 18-84 Page 82 7/tem 77 (:> E IDIAN*-----, AGENDA ITEM ITEM TOPIC: Verraso North Partial Sanitary Sewer and Water Main Easement Release APPROVED Page 83 ADA COUNTY RECORDER Phil McGrane 2020-165698 BOISE IDAHO Pgs=4 KRISTINA LOWRY 12/02/2020 02:15 PM CITY OF MERIDIAN, IDAHO NO FEE PARTIAL RELEASE OF EASEMENT TYPE OF EASEMENT BEING PARTIALLY RELEASED: Sanitary Sewer and Water Main Easement GRANTEE: CITY OF MERIDIAN GRANTORS: Una Mas , LLC & 1 INCLUDING SUCCESSORS AND ASSIGNS SFP-C Limited Partnership and Envision 360, Inc. WHEREAS, by easement datedS -7W'- 20// and recorded as Instrument Number /// 072 1c5 -in the—landrecords-of Ada County, State of Idaho, an easement of the type and nature set forth in the above-captioned title was granted to the City of Meridian, an Idaho Municipal Corporation("the Easement"), upon the real property legally described therein. WHEREAS,the continuance of a certain portion of the Easement is no longer necessary or desirable. NOW, THEREFORE, in consideration of the premises,the City of Meridian does hereby release, vacate, and abandon that certain portion of the Easement on the lands more particularly described on Exhibit A, and depicted on Exhibit B, attached hereto and incorporated herein. All rights and privileges under the under the above-described document in and to the remaining lands covered by the Easement shall remain and continue in the Grantee and shall not be affected in any way hereby. IN WITNESS WHEREOF, THE CITY OF MERIDIAN has caused these presents to be executed by its proper officers thereunto duly authorized this 1 St day of December, 20 20 CITY OF MERIDIAN And Ro6ert K—Simis n yor SEAL Attest by Chri�ohnson, STATE OF IDAHO, : ss. County of Ada This record was acknowledged before me on 12-1-2020 (date) by Robert E. Simison and Chris Johnson on behalf of the City of Meridian, in their capacities as Mayor and City Clerk, respectively. (stamp) Notary Signature GHARLIENE WAY 3-28-2022 COMMISSION#67390 My Commission Expires: NOTARY PUBLIC STATE OF IDAHO MY COMMISSION EXPIRES 3128122 Version 01/01/2020 Item#7. C "" PA S LAND SURVEYING PLLC Client: Chad Olsen Date: 10/06/20 Job No.:10318 EXHIBIT"A' CITY OF MERIDIAN PARTIAL EASEMENT RELEASE DESCRIPTION The following Describes a Parcel Land for the Purpose of Releasing a portion of a Certain City of Meridian Sanitary Sewer and Water Main Easement Recorded as Instrument No. 111072105, Records of Ada County being a portion of Lot Consolidation Record of Survey No. 11659 filed as Instrument No. 2018-120239. Records of Ada County, Idaho and Lying in a portion of Government Lot 4 of Section 4, Township 3 North, Range 1 East, Boise Meridian, City of Meridian, Ada County Idaho, and more particularly described as follows: COMMENCING at the Northwest Corner of Section 4 Township 3 North, Range 1 East, Boise Meridian which is being Monumented with a found Brass Cap "PLS 6111"; From which, a found Aluminum Cap "PLS 5082" which is Monumenting the North-1/4 Corner of said Section 4 bears, South 89°49'44" East, 2,659.29 feet; Thence along the Northerly Boundary Line of said Government Lot 4, South 89°49'44" East, 831.02 feet to a point being on the Prolongation of the Westerly Line of Una Mas Subdivision; Thence leaving said Northerly Boundary Line, and along the Westerly Line of said Una Mas Subdivision, and its Prolongation, South 00°34'44" West, 361.05 feet to a found 112" Iron Pin with Illegible Plastic Cap being on the Centerline of East Tecate Lane, and also being the Northwest Corner of said Record of Survey, the POINT OF BEGINNING: Thence leaving said Westerly Boundary Line, and its Prolongation, and along the Centerline of East Tecate Lane, and also being the Northerly Boundary Line of said Record of Survey, South 89*25'19" East, 202.68 feet to a found 1/2" iron Pin with illegible Plastic Cap; Thence continuing Northeasterly 37.63 feet along the arc of a curve to the left having a radius of 100.00 feet, a Central angle of 21°33'37", and a long chord which bears, North 79°47'53" East, 37.41 feet to a found 1/2" iron Pin with Plastic Cap "Koerner PLS 8251" Marking a point of Reverse Curvature; Thence continuing, Northeasterly 37.63 feet along the arc of a curve to the right having a radius of 100.00 feet, a Central angle of 21°33'37", and a long chord which bears, North 79°47'53" East, 37.41 feet to a found 112" Iron Pin with Plastic Cap "Koerner PLS 8251" Marking a point of Tangency; Thence continuing, South 89°25'19" East, 166.57 feet to a found 112" Iron Pin with Plastic Cap "Koerner PLS 8251" Marking the Northeast Corner of said Record of Survey; Thence leaving said Centerline and Northerly Boundary Line, and along the Easterly Boundary Line of said Record of Survey, and said Easement Line, South 00°34'44" West, 14.89 feet to a point; Thence leaving said Easterly Boundary Lines, and along the Boundary Lines of said Easement the following Courses and Distances: North 89013'30"West, 92.79 feet to a point; South 00°34'44" West, 35.44 feet to a point; North 89'25'19" West, 31.00 feet to a point; North 00'34'44" East, 11.95 feet to a point; North 89025'15" West, 22.63 feet to a point; Page 85 623 1 lth Ave. South, Nampa,ID 83651 - T. (208) 442-0115 , C. (208) 608-2510 , rgray.cls@gmail.com Item#7. North 00°34'45" East, 20.62 feet to a point; South 85031'21" West, 17.50 feet to a point; South 00°34'44" West, 13.03 feet to a point; North 89'25'16" West, 20.00 feet to a point; North 00°34'44" East, 11.26 feet to a point; South 85°32'23" West, 52.55 feet to a point; South 00°34'44" West, 20.63 feet to a point,- North 89'25'16" West, 20.00 feet to a point; North 00034'44" East. 20.27 feet to a point; North 89'25'16" West, 67.38 feet to a point; South 00°34'44" West, 38.27 feet to a point; North 89025'19" West, 31.00 feet to a point; North 00°34'44" East, 49.27 feet to a point; North 89'25'16" West, 88.17 feet to a point on the Westerly Boundary Line of said Easement and Record of Survey; Thence along the Westerly Boundary Line of said Easement and Record of Survey, North 00°34'32" East, 0.73 feet to the POINT OF BEGINNING: The above Described Parcel of Land contains 0.19 Acres (8,528 Sq. Ft.), more or less. Sf� Ia/71M 825 Page 86 623 11th Ave. South, Nampa, ID 83651 T. (208) 442-0115 . C. (208) 608-2510 ° rgray.cls@gmail.coxn �m# N Eagle Rd a� 'i w o , co 1 b 00 Qco cf N n W p. S 00°3444"W 361.05' t4 ( I r h L co F U 19 � m D r co m _ L9 m I O no D x r \ rn j � O � rn -n Z D x L11 �, mrn rn I C.D zILIo rn I oz L13NzO- o p p a I I CO CDCi I rn— O O N 0 O W , = yrn L1 11 N n cn r 50 4 O C) I L I I -zi O m I I I 4�- �f1 L2 I O .- X PRQF N � I O Z [D F � TT1 CD N a s O ''� a '0 L23 _ o D � m m Q N� c m � ! I x �' N N A \ � a O O CD r— O U? > to m C f x Z m Nv 0 0 z v- tiP Np r 1 r W n N E Page 87 CD W 7/tem 77 E IDIAN 'aAHO AGENDA ITEM ITEM TOPIC: Verraso North Sanitary Sewer and Water Main Easement APPROVED L8l ADA COUNTY RECORDER Phil McGrane 2020-165699 BOISE IDAHO Pgs=7 KRISTINA LOWRY 12/02/2020 02:16 PM CITY OF MERIDIAN, IDAHO NO FEE Proieet Name(Subdivision): VF-tL94�0 HOe-7-# Sanitary Sewer&Water Main Easement Number- Identify this Easement by sequential number if Project contains more than one easement of this type, (See Instructions for additional information). SANITA SEWER ANLWAXER HAM E A OT7 XKTI&TT THIS Easement Agreement, made this 1st day of December 20 20 6IL/ 5 Z)/v -;106 0 ZJ e- between 1 Mun — ("Grantor") and the City of Meridian, an Idaho icipal Corporation('Grantee"); WHEREAS, the Grantor desires to provide a sanitary sewer and water main right-of- way across the premises and property hereinafter particularly bounded and described; and WHEREAS, the sanitary sewer and water is to be provided for through underground pipelines to be constructed by others; and WHEREAS, it will be necessary to maintain and service said pipelines from time to time by the Grantee; NOW, THEREFORE, in consideration of the benefits to be received by the Grantor, and other good and valuable consideration, the Grantor does hereby give, grant and convey to the Grantee the right-of-way for an easement for the operation and maintenance of sanitary sewer and water mains over and across the following described property: (SEE ATTACHED EXHIBITS A and 13) The easement hereby granted is for the purpose of construction and operation of sanitary sewer and water mains and their allied facilities, together with their maintenance, repair and replacement at the convenience of the Grantee, with the free right of access to such facilities at any and all times, TO HAVE AND TO HOLD, the said easement and right-of-way unto the said Grantee, it's successors and assigns forever. IT IS EXPRESSLY UNDERSTOOD AND AGREED, by and between the parties hereto, that after making repairs or performing other maintenance, Grantee shall restore the area of the easement and adjacent property to that existent prior to undertaking such repairs and maintenance. However, Grantee shall not be responsible for repairing, replacing or restoring anything placed within the area described in this easement that was placed there in violation of this easement. Sanitary Sewer and Water Main Easement REV.01/01/2020 Item#8. THE GRANTOR covenants and agrees that Grantor will not place or allow to be placed any permanent structures, trees, brush, or perennial shrubs or flowers within the area described for this easement, which would interfere with the use of said easement, for the purposes stated herein. THE GRANTOR covenants and agrees with the Grantee that should any part of the right- of-way and easement hereby granted shall become part of, or lie within the boundaries of any public street, then, to such extent, such right-of-way and easement hereby granted which lies within such boundary thereof or which is a part thereof, shall cease and become null and void and of no further effect and shall be completely relinquished. THE GRANTOR does hereby covenant with the Grantee that Grantor is lawfully seized and possessed of the aforementioned and described tract of land, and that Grantor has a good and lawful right to convey said easement, and that Grantor will warrant and forever defend the title and quiet possession thereof against the Iawful claims of all persons whomsoever. THE COVENANTS OF GRANTOR made herein shall be binding upon Grantor's successors, assigns,heirs,personal representatives,purchasers, or transferees of any kind. IN WITNESS WHEREOF, the said parties of the first part have hereunto subscribed their signatures the day and year first herein above written. GRANTOR: STATE OF IDAHO ) ss County of Ada ) T� cord s acknowledged before me on / ' " f date b name of individual}, [complete the following if signing in a representat� capac'ry qr s a1 thollowing if signing in an individual capacity] on behalf of1., 1 11� ame of entity of h r c d was executed), in the following representative capacity: ` (type 0" ij ;such as officer or trustee) *y`Ann Sri AN- .. • Nota y Signa e � f y ommiss M ion Expires: f'11H10 %6110� Page 90 Sanitary Sewer and Water Main Easement REV.01/01/2020 Item#8. GRANTEE: CITY OF MERIDIAN Robert E. Simison, Mayor Attest by Chris Johnson, City Clerk STATE OF IDAHO, ) : ss. County of Ada ) This record was acknowledged before me on 12-1-2020 (date) by Robert E. S i m i s o n and Chris Johnson on behalf of the City of Meridian, in their capacities as Mayor and City Clerk, respectively. (stamp) Notary Signature 3-28-2022 My Commission Expires: Page 91 Sanitary Sewer and Water Main Easement REV.01/01/2020 1 PA S LAND SURVEYING PLLC Client: Chad Olsen Date: 11/12/20 Job No.10318 EXHIBIT"A' SANITARY SEWER $ WATER MAIN EASEMENT DESCRIPTION The following Describes a Parcel of Land for the Purpose of a Sanitary Sewer Water Main Easement Lying in a portion of Government Lot 4 of Section 4, Township 3 North, Range 1 East, Boise Meridian, City of Meridian, Ada County Idaho, and more particularly described as follows: COMMENCING at the Northwest Corner of Section 4 Township 3 North, Range 1 East, Boise Meridian which is being Monumented with a found Brass Cap "PLS 6111"; From which, a found Aluminum Cap "PLS 5082" which is Monumenting the North114 Corner of said Section 4 bears, South 89°49'44" East, 2,659.29 feet; Thence along the Northerly Boundary Line of said Government Lot 4, South 89°49'44" East, 831.02 feet to a point being on the Prolongation of the Westerly Line of Una Mas Subdivision; Thence leaving said Northerly Boundary Line, and along the Westerly Line of said Una Mas Subdivision, and its Prolongation, South 00°34'44" West, 361.05 feet to a found 112" Iron Pin with Illegible Plastic Cap being on the Centerline of East Tecate Lane; Thence leaving said Westerly Boundary Line, and its Prolongation, and along the Centerline of East Tecate Lane, South 89'25'19" East, 93.53 feet to the POINT OF BEGINNING: Thence leaving said Centerline, South 00034'41"West, 19.64 feet to a point; Thence, South 89'25'19" East, 22.05 feet to a point; Thence, South 00°34'41" West, 6.56 feet to a point; Thence, South 89'25'19" East, 79.01 feet to a point; Thence, North 00°34'41" East. 17.84 feet to a point; Thence, South 89'25'19" East, 8.34 feet to a point; Thence, North 86'19'23" East, 28.94 feet to a point; Thence, South 00°34'41" West, 24.83 feet to a point; Thence, South 89'25'19" East, 10.00 feet to a point; Thence, North 00034'41" East, 25.57 feet to a point; Thence, North 860 19'23" East, 29.37 feet to a point; Thence, South 00034'41"West, 10.67 feet to a point; Thence, South 89'25'19" East, 25.21 feet to a point; Thence, North 00°34'41" East, 12.55 feet to a point; Thence, South 89'25'19" East, 50.46 feet to a point; Thence, North 00°34'41" East, 2.60 feet to a point; Thence, South 89°53'09" East, 96.01 feet to a point; Thence, North 00°34'41" East, 12.03 feet to a point on the Centerline of East Tecate Lane; Thence along said Centerline, North 89°25'19"West, 166.57 feet to a point; Thence Southwesterly 37.63 feet along the arc of a curve to the left having a radius of 100.00 feet, a Central angle of 21°33'37", and a Long Chord which bears, South 79*47'53" West, 37.41 feet to a point; Thence continuing 37.63 feet along the arc of a curve to the right having a radius of 100.00 feet, a Central angle of 21°33'37", and a Long Chord which bears, South 79°47'53" West, 37.41 feet to a point; Thence, North 89"25'19"West. 109.15 feet to the POINT OF BEGINNING: The above Described Easement contains 0.14 Acres (6,339 Sq. Ft.), more or less. t4of10 �. )]l/Z/ 623 11th Ave. South,Nampa, ID 83651 - T. (208)442-0115 o C. (208) 608-2510 n rgray.cls@gcxzail.co Page 92 T LO to Item#8. vJ W J M CD� W r CL n N C7 C°a z Eo > Z m ZZI _ , _ LL 1 U) L vOOR I z� o r (n o CN oz] �o� 9`''d% P� ��= I p r ED 0 C"7 d r� �P U p Z Z O o m 48d cv LU co T Z o> I co H Q J , LLJ It z > to ° I N _Z rw Ov 04 L V) y,1 f Q mLL �YY� p N p O Q N �MI � Z,� i o N � 50, HzcV � c = C W O Q o � `n o I f Q J ❑ �� 61 JUG W W C Q, Zo 75 O LL cLLJ I f J tv w > H 6.4 I : p _ V4 I Z91 co Q oID JLQ If J Q Q) -" s V 1 I h N w 'rn b �l om 00 coT CO d Q C� to m PU aFF1 Page 93 r LLB QR V M Ca 00 o co N ClE�, _z o (9 Lu S co > w U) V a � � Z oT Q U) CD CDC L CL Qv O ti � L Cu O ,} U C ) '— o Z � U-i ( 0 D Q _ U w wZvLoCn cr � vino 1- LOcflor U) co CO C7 Ln O W C�7 CA a0 - C[J C'7 CA Ci J �r co ID O Z CT CN co C57 ti O0 w V CD ui m C7 U-) CN o co CN N ti N 04 N N r C 4 CCJ N w w w w w W w w w w w w w W w LU u o n/ m Z_ Y- � r- � rl 94 � -- -,r CD N � O� m N N w M N M CN Co N — t� CV C) —M ;m" N N Cr) pn C7 W W o o b O� co o a o o a o U) o Z CO O 00 p CO C] 00 O0 p 00 C7 O0 p 000 O co O co O � Z j/j U) Z CO Z CO Z m U CI) Z) G 5 O d w Cp i• CO CA CO T C_N c*7 V' LO CD r` = m O — CV (Y T Z J J J J J — — r r — J J J J J J J J J J J J J J Iw U w tp Z.,w ¢ M c� U J i.L LU _ Q U U U Z I� �3 J 00 �r C'7 CD [Page 94 Item#8. R v 100 166.57 3� 21°33'37 n89°25'19"w 109.15 D= 21' n89°25 19"w �3 D 5'1 "esB 9 s89°53'09"e n86°1S e nB6°19'23"e 50.46 96.01 28,94 29.37 ,p 13 � s89°25'19"e 79.01 8 10318 - SANITARY SEWER & WATER MAIN EASEMENT T11/12/2020 Scale: 1 inch= 45 feet File: Tract 1:0.1455 Acres(6339 Sq. Feet),Closure:s89.4712w 0.01 ft.(1182204), Perimeter=833 ft. 01 s00.3441w 19.64 15 s89.2519e 50.46 02 s89.25Ige 22.05 16 n00.3441e 2.6 03 s00.3441w 6.56 17 s89.5309e 96.01 04 s89.2519e 79.01 18 n00.3441e 12.03 05 n00.3441 e 17.84 19 n89.2519w 166.57 06 s89.2519e 8.34 20 Lt,r=100.00,delta=021.3337,chord=s79.4753w 37,41 07 n86.1923e 28.94 21 Rt,r=100.00,delta-021.3337,chord=s79.4753w 37.41 08 s00.3441w 24.83 22 n89.2519w 109.15 09 s89.2519e 10 110 n00.3441 e 25.57 11 n86.1923e 29.37 12 s00.3441 w 10.67 13 s89.2519e 25.21 14 n00.3441e 12.55 Page 95 7/tem 77 E IDIAN 'aAHO AGENDA ITEM ITEM TOPIC: Westbridge Subdivision No. 1 Pedestrian Pathway Easement APPROVED Page 96 ADA COUNTY RECORDER Phil McGrane 2020-165935 BOISE IDAHO Pgs=5 BONNIE OBERBILLIG 12/03/2020 08:42 AM CITY OF MERIDIAN, IDAHO NO FEE 1 '('roJoct N',�me fSubdiyislonZ Westbridge Subdivision #1 i 1 PEDESTRIAN PATHWAY EASEMENT j I THIS AGREEMENT, made this 1 St, day of Decembpr2o 20 , between .Challenger Development Inc. hereinafter referred to as "Grantor", and the City of Meridian, an Idaho municipal corporation, hereinafter referred to as"Grantee"; WITNESSETH: WHEREAS, Grantor is the owner of real property on portions of which the City of Meridian desires to establish a public pathway; and WHEREAS, the Grantor desires to grant an easement to establish a public pathway and provide connectivity to present and future portions of the pathway; and i WHEREAS, Grantor shall construct the pathway improvements upon the easement described herein;and NOW,THEREFORE, the parties agree as follows; T.14E GRANTOR does hereby grant unto the Grantee an easement on the following property, described on Exhibit "A" and depicted on Exhibit "B" attached hereto and incorporated herein. THE EASEMENT hereby granted is for the purpose of providing-a public pedestrian pathway easement for multiple-use non-motorized recreation, with the free right of access to such facilities at any and all times. I TO HAVE AND TO HOLD, said casement unto said Grantee, its successors and assigns forever. THE GRANTOR hereby covenants and agrees that it will not place or allow to be placed any permanent structures, trees,brush, or perennial shrubs or flowers within the area described for this easement, which would interfere with the use of said easement, for the purposes stated herein. IT IS EXPRESSLY UNDERSTOOD AND AGREED, by and between the parties hereto, that the Grantor shall repair and maintain the pathway improvements. { THE GRANTOR hereby covenants and agrees with the Grantee that should ally part of the easement hereby granted become part of, or lie within the boundaries of any public street, Pedestrian Pathway Easement IZEV, 01/01/2020 i Page 97 i j ri Item#9. then,to such extent such easement hereby granted which lies within such boundary thereof or which is a part thereof, shall cease and become null and void and of no further effect and shall be completely relinquished. THE, GRANTOR does hereby covenant with the Grantee that it is lawfully seized and possessed of the aforementioned and described tract of land, and that it has a good and lawful right to convey said easement, and that it will warrant and forever defend the title and quiet possession thereof against the lawful claims of all persons whomsoever. IN WITNESS WHEREOF, the said Grantor has hereunto subscribed its signature the day and year first hereinabove written. GRANTOR: STATE OF IDAHO ) ) ss County of Ada ) This record was acknowledged before me on0fdw _ ate) by 6�✓' Yi (name of individual), [complete the following if signing in a representative ca city, or strike the following ,'signing in an individual capacity] on behalf of C 414iijer (name of entity on behalf of whom record was executed), in the following representative capacity: PtYb►G(,e !i- (type of authority such as officer or trustee) wp ROT Notary Signature My Commission Expires: -(�� �'e I C MY COMMISSION o EXPIRES&5.2022 �•s� o 9jrOF 10*0 i NU ' 1 Pedestrian Pathway Easement REV.01/01/2020 Page 98 Item#9. GRANTEE: CITY OF MERIDIAN Robert E. Simison,Mayor Attest by Chris Johnson,City Clerk STATE OF IDAHO, ) : ss. County of Ada ) This record was acknowledged before me on 12-1-2020 (date) by Robert E. Simison and Chris Johnson on behalf of the City of Meridian, in their capacities as Mayor and City Clerk,respectively. (stamp) Notary Signature My Commission Expires: 3-28-2022 Pedestrian Pathway Easement REV.01/01/2020 Page 99 Item#9. EXHIBIT Description For CITY OF MERIDIAN PATHWAY EASEMENT WESTBRIDGE SUBDIVISION A portion of the SE 114 of the NE 114 of Section 28, T.4N., R.1W., B.M., Ada County, Idaho, more particularly described as follows: EASEMENT Al: Commencing at the NE corner of said Section 28 from which the E114 corner of said Section 28 bears South 00°29'04" West, 2638.68 feet; thence South 02003'20" West, 1,750.72 feet to the REAL POINT OF BEGINNING; thence South 00°29'04"West, 17.24 feet; thence South 38054'36" West, 22.53 feet; thence North 00029'04" East, 34.88 feet; thence South 89031'22" East, 14.00 feet to the REAL POINT OF BEGINNING. EASEMENT A2: Commencing at the NE corner of said Section 28 from which the E114 corner of said Section 28 bears South 00°29'04" West, 2638.68 feet; thence South 01°57'54"West, 1,857.72 feet to the REAL POINT OF BEGINNING; thence South 00°29'04" West, 351.83 feet; thence North 89'22'18"West, 14.00 feet; thence North 00°29'04" East, 364.77 feet; thence North 88629'04" East, 0.55 feet; thence South 45°30'56" East, 18.70 feet to the REAL POINT OF BEGINNING. 7729 OF G.CW Page I of 1 Page 100 Item#9. W. CHINDEN BLVD. _ _ S.21 5.22 HIGHWAY 20 2s W $.2$; S,27 11 __ RPQB Al S89' 1'22"E 74.aa' NT29'04"E 4 ,— I SO'29'04"W 17.24' S385436W' f W.VANDERBlLT DR. 22.53 � •• _ N 88'29'04"E 0'55' \ S45'30'56"El 18.70' I RPOB A2 ' Q 7 729 I EX illsl�z� �o I LO �'��` TF OF w 3: a 10cn YG.GPR QI Q 0 N GO [V C- CV W Zf QI Chi) DO L� SCALE. 1"=50' / 15 I z can m 0 25 50 100 12 I i LINE TABLE I LINE LENGTH BEARING N89'22'18"W L1 1750.72 S2'03'20"W 14.00' L2 1857.72 51'57'54"W 1/4 S-28 S-27 SW R-"— s&-1ts Cet.e. 1t a 11: -to AY EXHIBIT __ DRAWING FOR JOB N° i DAHG CITY OF MERIDIAN PATHWAY EASEMENT 'BET N SURVEY -166 9OIS . AHO83704 SHEET NO. BOISE.IO8570 Q4 WESTBRIDGE SUBDIVISION [208]848-957fl GROUP, L LC LOCATED IN THE SE 1/4 OF THE NE 1/4 OF SECTION 28, T.41N., Page 101 RAW., BOISE MERIDIAN, CITY OF MERIDIAN, ADA COUNTY, IDAHO Item#10. (:> E IDIAN*-----, AGENDA ITEM ITEM TOPIC: Final Plat for Fairbourne Subdivision No. 3 (FP-2020-0008) by Fairbourne Development, LLC, Located at the North of W. Chinden Blvd and West of N. Black Cat Rd. APPROVED Page 102 Item#10. E IDIAN:--- IDAHO C� PUBLIC HEARING INFORMATION Staff Contact:Alan Tiefenbach Meeting Date: November 17, 2020 Topic: Final Plat for Fairbourne Subdivision No. 3 (FP-2020-0008) by Fairbourne Development, LLC, Located at the North of W. Chinden Blvd and West of N. Black Cat Rd. Information Resources: Click Here for Application Materials Page 103 Item#10. E IDIAN:--- IDAHO C� PUBLIC HEARING INFORMATION Staff Contact:Alan Tiefenbach Meeting Date: December 1, 2020 Topic: Final Plat for Fairbourne Subdivision No. 3 (FP-2020-0008) by Fairbourne Development, LLC, Located at the North of W. Chinden Blvd and West of N. Black Cat Rd. Information Resources: Click Here for Application Materials Page 104 Item#11. (:> E IDIAN*-----, AGENDA ITEM ITEM TOPIC: Final Order for Linder Village (FP-2020-0004) by CSHQA, Located at 1407 W. Chinden Blvd. APPROVED Page 105 Item#11. BEFORE THE MERIDIAN CITY COUNCIL HEARING DATE: NOVEMBER 17, 2020 ORDER APPROVAL DATE: DECEMBER 1, 2020 IN THE MATTER OF THE ) REQUEST FOR FINAL PLAT ) CONSISTING OF 19 BUILDING ) CASE NO. FP-2020-0004 LOTS (17 COMMERCIAL AND 2 ) RESIDENTIAL) ON 74.89 ACRES ) ORDER OF CONDITIONAL OF LAND IN THE R-8 AND C-C ) APPROVAL OF FINAL PLAT ZONING DISTRICTS FOR LINDER ) VILLAGE ) BY: CSHQA ARCHITECTS ) APPLICANT ) This matter coming before the City Council on November 17, 2020 for final plat approval pursuant to Unified Development Code (UDC) 11-6B-3 and the Council finding that the Administrative Review is complete by the Planning and Development Services Divisions of the Community Development Department, to the Mayor and Council, and the Council having considered the requirements of the preliminary plat, the Council takes the following action: IT IS HEREBY ORDERED THAT: 1. The Final Plat of"PLAT SHOWING LINDER VILLAGE SUBDIVISION, LOCATED IN A PORTION OF THE NORTH '/2 OF THE NORTHWEST '/4 OF SECTION 25, TOWNSHIP 4 NORTH, RANGE 1 WEST, BOISE MERIDIAN, CITY OF MERIDIAN, ADA COUNTY, IDAHO, 2020, HANDWRITTEN ORDER OF CONDITIONAL APPROVAL OF FINAL PLAT FOR LINDER VILLAGE FP-2020-0004 Page 1 of 3 Page 106 Item#11. DATE: 10/19/2020,by TIMOTHY J. FOX, PLS, SHEET 1 OF 5," is conditionally approved subject to those conditions of Staff as set forth in the staff report to the Mayor and City Council from the Planning and Development Services divisions of the Community Development Department dated November 17, 2020, a true and correct copy of which is attached hereto marked "Exhibit A" and by this reference incorporated herein, and the response letter from David McKinney, a true and correct copy of which is attached hereto marked"Exhibit B" and by this reference incorporated herein. 2. The final plat upon which there is contained the certification and signature of the City Clerk and the City Engineer verifying that the plat meets the City's requirements shall be signed only at such time as: 2.1 The plat dimensions are approved by the City Engineer; and 2.2 The City Engineer has verified that all off-site improvements are completed and/or the appropriate letter of credit or cash surety has been issued guaranteeing the completion of off-site and required on-site improvements. NOTICE OF FINAL ACTION AND RIGHT TO REGULATORY TAKINGS ANALYSIS The Applicant is hereby notified that pursuant to Idaho Code § 67-8003, the Owner may request a regulatory taking analysis. Such request must be in writing, and must be filed with the City Clerk not more than twenty-eight(28) days after the final decision concerning the matter at ORDER OF CONDITIONAL APPROVAL OF FINAL PLAT FOR LINDER VILLAGE FP-2020-0004 Page 2 of 3 Page 107 Item#11. issue. A request for a regulatory takings analysis will toll the time period within which a Petition for Judicial Review may be filed. Please take notice that this is a final action of the governing body of the City of Meridian, pursuant to Idaho Code § 67-6521. An affected person being a person who has an interest in real property which may be adversely affected by this decision may, within twenty- eight(28) days after the date of this decision and order, seek a judicial review pursuant to Idaho Code§ 67-52. By action of the City Council at its regular meeting held on the 1 St day of December , 2020. By: Robert E. Simison Mayor, City of Meridian Attest: Chris Johnson City Clerk Copy served upon the Applicant,Planning and Development Services Divisions of the Community Development Department and City Attorney. 12-1-2020 By: Dated: ORDER OF CONDITIONAL APPROVAL OF FINAL PLAT FOR LINDER VILLAGE FP-2020-0004 Page 3 of 3 Page 108 ►tem#��. EXHIBIT A STAFF REPORTC�WE COMMUNITY DEVELOPMENT DEPARTMENT HEARING 11/17/2020 Legend DATE: Iff Project Lcofl3ton TO: Mayor&City Council Rll FROM: Sonya Allen,Associate Planner 208-884-5533 — - T -N SUBJECT: FP-2020-0004 Linder Village LOCATION. Southeast corner of N. Linder Rd. and W. - Chinden Blvd./SH 2O-26, in the NW 1/4 �. � � of Section 25,Township 4N.,Range __ 1 W. aufi rrrTTIn I. PROJECT DESCRIPTION Final plat consisting of 19 buildable lots(17 commercial and 2 residential) on 74.89 acres of land in the R-8 and C-C zoning districts. II. APPLICANT INFORMATION A. Applicant: Mandie Brozo,CSHQA—200 Broad Street,Boise, ID 83702 B. Owner: High Desert Development Linder Village,LLC—2537 W. State Street, Ste. 110,Boise,ID 83702 Lynx Investments,LLLP—712 N. Troutner Way, Boise,ID 83712 C. Representative: Same as Applicant III. STAFF ANALYSIS Staff has reviewed the proposed final plat for substantial compliance with the approved preliminary plat(H-2017-0088)in accord with the requirements listed in UDC 11-6B-3C.2. In order for the proposed final plat to be deemed in substantial compliance with the approved preliminary plat as set forth in UDC 11-6B-3C.2,the number of buildable lots cannot increase and the amount of common area cannot decrease. Staff has reviewed the proposed plat and the number of Page 1 Page 109 Item#11. buildable lots and common open space area have not changed. Therefore, Staff deems the proposed final plat to be in substantial compliance with the approved preliminary plat as required. Note:Lots I and 2, Block 2 and Lot 1, Block 3 will be re-subdivided with future development; the dedication of right-of-way and extension of W. Director St. and N. Arliss Ave. will occur at that time. IV. DECISION Staff recommends approval of the proposed final plat with the conditions noted in Section VI of this report. V. EXHIBITS A. Preliminary Plat(dated: 1/4/2018) F �g� �29 8' �� 1 me...umr MAT rAPOIL ww F-1 030ML PAca mar PP20 Page 110 Item#11. B. Final Plat(dated: 10/19/20) PLAT SHOW rNG ' UNDER VILLAGE SUBDIVISION UOUK PAGE lf!hAIYGYI[h llIIS,M J 2 A PORTIWE OFTWWRTYt I120F THE NCIRTHVULTIM OF S$C N25 w.M..wn TCIWMSHIYM1 NORTH,HAN13E 1 WEST,M5EUEAION}1 UWOF MEROkk.AM MUNT,l D L4RUETemc CLRPE IP&.E — 3'a 2024 oeua Ea x ePa cn a -- —— -- -- - ._ •.:--..�.. —�.,.n nrn�a.wnuw5at«wan a�w NHm wnw>ws lu>< Ma�a.v,: �tm rcE.�ra.l� � -- - x Ps•ma ,P.n xrv.we • sn,rr•P.orr��n o,.a«,w Plsassr _ _ _ a Mto..,5>n Prc NNIrePo..ea.r � ..e 4+.i� rM rro..r r„t..• �tE:tit el,otr v lP-�.rr •.w o,o m.r wn,nr Pae �rx St l-PNIIw,e a.Id[uvx Tab4s 5M11M 2:Uluds,R9l Nolxe�NuhMh�el,d RefddEleta SIahM 3.EsmM.,u od Ea mem No ggra. W Yewre'SW RI wm:>hane•SS trna� 51"5'ApftyAppn lianditwmng M1W UFCW MEM WkW BASKS[V n y ly uo•x»c eR �,�,��. WCEI7NOE H VDT IWCS AY 2d 6)W IUPfPSM P4.tt u]mi�N __ N C9 L e imM D&7r Vim 2w L,y C 7.Ca• 9�.00' �PII g Lii- v J 8g & Q u tt f Mw trr.nrIF tw.w s{arr sazcm "' nsur eu ' bSS Imo'WNW cD mr 5.rrfyv W+ 1JII � � � p G 5 4 R iIP i1 I{3p � -r/ ur,.wv rcu �P� R.Ir -E p 4N 8M9T �•T B!8`?SYME idhrr yt — S __ MAn 1111 TA W PEhZ.L sFI[]P&I�li1VE 1 1 � ca �° � T�1.- �� � 91uE2 k E.r+rw � >�arE wo �.a g�gPT,E O• 1TiIlE N71NT CF 9Lxa1WMG � rxrY Sffi Ott &7` kt S[ wtr FOX LAND SURVEYS 14 Sao Prggw Maliu,,,5uae!]%Mur.Ln ID 9# 5� 2ce-�ea-r�sT S.ww PPno-lx�ml,°• r y{ a[ 1f1000 91=P'T Page 3 Page 111 Item#11. C. Landscape Plan(dated: 2/21/2020) MV. MOE= i-4 21 r L L T r 4 L ;,ram a� 4.�01; Ll Page 112 Item#11. VI. CITY/AGENCY COMMENTS & CONDITIONS A. Planning Division Site Specific Conditions: 1. Applicant shall meet all terms of the approved annexation(Development Agreement-Inst. #2019-028376) and preliminary plat(H-2017-0088)applications approved for this site. 2. The applicant shall obtain the City Engineer's signature on the subject final plat within two years of the City Council's approval of the preliminary plat(by February 5,2021); or apply for a time extension, in accord with UDC 11-6B-7. 3. Prior to submittal for the City Engineer's signature,have the Certificate of Owners and the accompanying acknowledgement signed and notarized. 4. The final plat prepared by Fox Land Surveys, stamped by Timothy J. Fox, dated: 10/19/2020, included in Section V.B shall be revised as follows: a. The line type depicted in the Legend for the plat boundary is used in other areas that are actually lot lines,not the plat boundary;revise accordingly. b. Legend: Include the recorded instrument number for the sewer and water easement on Sheets 1,2 and 3. c. Include the ITD Right-of-Way Instrument number on Sheets I and 3. d. Include the sidewalk easement number in Detail"A"on Sheet 2 and on Sheet 3. e. Include the permanent ACHD easement in Details"A", "B"and"A-2"on Sheet 2 and on Sheet 3. f. Include the recorded instrument number for N. Bergman Avenue on Sheet 3. g. Include the recorded instrument number for the 20' wide Winco water main easement depicted on Lot 2,Block I on Sheet 3. h. Include the recorded instrument number for the private 20' wide sewer easement depicted on Lot 15,Block 1 on Sheet 3. i. Plat Note#3: "No lots shall be reduced in size without prior approval from the health authority and the City of Meridian." j. Plat Note#9: Include the Settler's Irrigation District recorded license agreement instrument number. k. Plat Note#11: Include the ACHD recorded license agreement instrument number. 1. Include a note granting a blanket cross-access/ingress-egress easement between all commercial lots in the subdivision. m. The required street buffers(i.e. 35' along W. Chinden Blvd./SH 2O-26,25' along N. Linder Rd. and 20' along W. Plaza Shops Dr.) shall be depicted on a common lot or a permanent dedicated buffer,maintained by the property owner or business owners' association as set forth in UDC 11-3B-7C.2b. n. Graphically depict the location of the cross-access/ingress-egress easement to the south to Parcel#R1034570040 (5968 N. Linder Rd.)&#R1034570020(5984 N. Linder Rd.)with a note referencing the recorded instrument number of the easement(i.e. Inst. #2020-153916). A copy of the revised plat shall be submitted for City Engineer signature. Page 5 Page 113 Item#11. 5. The landscape plan prepared by Stack Rock Group, dated 02/21/2020,included in Section V.C, shall be revised as follows: a. Remove the site plan from the plan and only include landscaping and sidewalks/pathways required with the subdivision(i.e. street buffers). b. Provide a minimum of an additional 5 feet outside of the easements along Chinden Blvd. and W. Plaza Shops Dr. for the required street buffer trees as set forth in UDC 11-313-7C.lb per the standards listed in UDC 11-3B-7C.3. c. Depict a minimum 20-foot wide street buffer along W. Plaza Shops Dr. landscaped per the standards listed in UDC 11-313-7C. The full 20'width at the back of the sidewalk is not depicted with vegetation. d. Depict a minimum 35-foot wide street buffer along W. Chinden Blvd./SH 2O-26, landscaped per the standards listed in UDC 11-313-7C. If the unimproved street right of way is ten feet (10') or greater from the edge of pavement to edge of sidewalk or property line,the developer shall maintain a ten foot(10') compacted shoulder meeting the construction standards of the transportation authority and landscape the remainder with lawn or other vegetative ground cover as set forth in UDC 11-313-7C.5.Landscaping improvements within the right of way shall require a license agreement between the property owner and the transportation authority. e. Depict mitigation trees and calculations on the plan in accord with the standards listed in UDC 11-313-10C.5 for any existing healthy trees 4"caliper and greater that are proposed to be removed from the site. Coordinate with Matt Perkins, the City Arborist, to determine mitigation requirements. f. Depict landscaping on each side of the multi-use pathways along N. Linder Rd. and W. Chinden Blvd./SH 2O-26 that complies with the standards listed in UDC 11-3B-12C.A minimum of(1) tree per 100 linear feet of pathway is required along with shrubs, lawn and/or other vegetative groundcover within 5'of the pathway. This landscaping is in addition to the street buffer landscaping required in UDC 11-3B-7C, include calculations for the pathway landscaping in the Landscape Requirements table that demonstrate compliance. g. Depict an ADA bus stop on the site as proposed; work with Valley Ride Transportation (VRT)to coordinate the details. If VRT determines a bus stop is not needed at this location, the Applicant should submit written documentation as such from VRT. 6. All fencing shall comply with the standards of UDC 11-3A-7C. 7. A 14-foot wide public pedestrian easement shall be submitted to the Planning Division as required by the Park's Department prior to signature on the final plat(s)by the City Engineer for the multi-use pathways within the street buffers along W. Chinden Blvd./SH 2O-26 and N. Linder Rd.If the pathways are covered under ACHD's and/or ITD's pedestrian easement, a separate easement is not required by the City. 8. The Developer shall work with ACHD on the traffic calming measures to slow traffic on Bergman Ave. and W. Bacall St. as allowed by ACHD and the Fire Department per requirement of the Development Agreement. 9. Only one(1)building permit is allowed to be issued on the subject property prior to recordation of the subdivision per the Development Agreement.A building permit for Winco Foods has been issued(C-NEW-2020-0016); no other permits shall be issued until the plat is recorded. 10. Staff s failure to cite specific ordinance provisions or conditions from the preliminary plat and/or development agreement does not relieve the Applicant of responsibility for compliance. Page 114 Item#11. B. Public Works General Conditions: 1. Sanitary sewer service to this development is available via extension of existing mains adjacent to the development. The applicant shall install mains to and through this subdivision; applicant shall coordinate main size and routing with the Public Works Department, and execute standard forms of easements for any mains that are required to provide service. Minimum cover over sewer mains is three feet, if cover from top of pipe to sub-grade is less than three feet than alternate materials shall be used in conformance of City of Meridian Public Works Departments Standard Specifications. 2. Water service to this site is available via extension of existing mains adjacent to the development. The applicant shall be responsible to install water mains to and through this development, coordinate main size and routing with Public Works. 3. All improvements related to public life, safety and health shall be completed prior to occupancy of the structures. Where approved by the City Engineer,an owner may post a performance surety for such improvements in order to obtain City Engineer signature on the final plat as set forth in UDC 11-5C-3B. 4. Upon installation of the landscaping and prior to inspection by Planning Department staff, the applicant shall provide a written certificate of completion as set forth in UDC 11-3B-14A. 5. A letter of credit or cash surety in the amount of 110%will be required for all incomplete fencing, landscaping, amenities,pressurized irrigation,prior to signature on the final plat. 6. The City of Meridian requires that the owner post with the City a performance surety in the amount of 125% of the total construction cost for all incomplete sewer, water infrastructure prior to final plat signature. This surety will be verified by a line item cost estimate provided by the owner to the City. The applicant shall be required to enter into a Development Surety Agreement with the City of Meridian. The surety can be posted in the form of an irrevocable letter of credit,cash deposit or bond. Applicant must file an application for surety, which can be found on the Community Development Department website. Please contact Land Development Service for more information at 887-2211. 7. The City of Meridian requires that the owner post to the City a warranty surety in the amount of 20% of the total construction cost for all completed sewer, and water infrastructure for a duration of two years. This surety amount will be verified by a line item final cost invoicing provided by the owner to the City. The surety can be posted in the form of an irrevocable letter of credit, cash deposit or bond. Applicant must file an application for surety, which can be found on the Community Development Department website. Please contact Land Development Service for more information at 887-2211. 8. In the event that an applicant and/or owner cannot complete non-life, non-safety and non-health improvements,prior to City Engineer signature on the final plat and/or prior to occupancy,a surety agreement may be approved as set forth in UDC 11-5C-3C. 9. Applicant shall be required to pay Public Works development plan review, and construction inspection fees, as determined during the plan review process, prior to the issuance of a plan approval letter. 10. It shall be the responsibility of the applicant to ensure that all development features comply with the Americans with Disabilities Act and the Fair Housing Act. 11. Applicant shall be responsible for application and compliance with any Section 404 Permitting that may be required by the Army Corps of Engineers. Page 7 Page 115 Item#11. 12. Developer shall coordinate mailbox locations with the Meridian Post Office. 13. All grading of the site shall be performed in conformance with MCC 11-1-4B. 14. Compaction test results shall be submitted to the Meridian Building Department for all building pads receiving engineered backfill,where footing would sit atop fill material. 15. The engineer shall be required to certify that the street centerline elevations are set a minimum of 3-feet above the highest established peak groundwater elevation. This is to ensure that the bottom elevation of the crawl spaces of homes is at least 1-foot above. 16. The applicants design engineer shall be responsible for inspection of all irrigation and/or drainage facility within this project that do not fall under the jurisdiction of an irrigation district or ACHD. The design engineer shall provide certification that the facilities have been installed in accordance with the approved design plans.This certification will be required before a certificate of occupancy is issued for any structures within the project. 17. At the completion of the project,the applicant shall be responsible to submit record drawings per the City of Meridian AutoCAD standards. These record drawings must be received and approved prior to the issuance of a certification of occupancy for any structures within the project. 18. Street light plan requirements are listed in section 6-7 of the Improvement Standards for Street Lighting (http://www.meridiancity.org/public_works.aspx?id=272). All street lights shall be installed at developer's expense. Final design shall be submitted as part of the development plan set for approval, which must include the location of any existing street lights. The contractor's work and materials shall conform to the ISPWC and the City of Meridian Supplemental Specifications to the ISPWC. Contact the City of Meridian Transportation and Utility Coordinator at 898-5500 for information on the locations of existing street lighting. 19. The applicant shall provide easement(s)for all public water/sewer mains outside of public right of way (include all water services and hydrants). The easement widths shall be 20-feet wide for a single utility,or 30-feet wide for two. The easements shall not be dedicated via the plat,but rather dedicated outside the plat process using the City of Meridian's standard forms. The easement shall be graphically depicted on the plat for reference purposes. Submit an executed easement (on the form available from Public Works),a legal description prepared by an Idaho Licensed Professional Land Surveyor,which must include the area of the easement(marked EXHIBIT A)and an 81/2"x 11" map with bearings and distances (marked EXHIBIT B) for review. Both exhibits must be sealed, signed and dated by a Professional Land Surveyor. DO NOT RECORD. Add a note to the plat referencing this document. All easements must be submitted,reviewed,and approved prior to signature of the final plat by the City Engineer. 20. Applicant shall be responsible for application and compliance with and NPDES permitting that may be required by the Environmental Protection Agency. 21. Any existing domestic well system within this project shall be removed from domestic service per City Ordinance Section 9-1-4 and 9 4 8 contact the City of Meridian Water Department at(208)888- 5242 for inspections of disconnection of services. Wells may be used for non-domestic purposes such as landscape irrigation if approved by Idaho Department of Water Resources. 22. Any existing septic systems within this project shall be removed from service per City Ordinance Section 9-1-4 and 9 4 8. Contact the Central District Health Department for abandonment procedures and inspections. 23. The City of Meridian requires that pressurized irrigation systems be supplied by a year-round source of water(MCC 9-1-28.C.1).The applicant should be required to use any existing surface or well water for the primary source. If a surface or well source is not available, a single-point connection to the culinary water system shall be required. If a single-point connection is utilized, Page 116 Item#11. the developer will be responsible for the payment of assessments for the common areas prior to development plan approval. 24. All irrigation ditches, canals, laterals, or drains, exclusive of natural waterways, intersecting, crossing or laying adjacent and contiguous to the area being subdivided shall be addressed per UDC 11-3A-6. In performing such work,the applicant shall comply with Idaho Code 42-1207 and any other applicable law or regulation. Page 9 EXHIBIT B Item#11. From: David McKinney To: Sonya Allen Cc: "Mandie Brozo";"James Marsh" Subject: FW: Linder Village-FP-2020-0004 REVISED Staff Report Date: Friday,November 13,2020 4:57:59 PM Attachments: imaae006.Dna image009.pnno Linder Villaae FP-2020-0004 Staff Report REVISED.pdf External Sender -Please use caution with links or attachments. Hi again Sonya. We are in agreement with your staff report and will address the conditions as noted. Thanks again. Best, Dave From: Mandie Brozo [mailto:mandie.brozo@cshga.com] Sent: Friday, November 13, 2020 2:39 PM To: 'David Mckinney' <Idm@ctcweb.net> Cc:James Marsh <james.marsh@cshqa.com> Subject: FW: Linder Village - FP-2020-0004 REVISED Staff Report Dave, Attached is the revised Staff Report for the Linder Village Final Plat. Please let me know if you are in agreement with the Staff Report and I will respond to Sonya, or you can respond to her directly. Mandie Brozo I CSHCIA Architecture—Project Manager D 208.429.4064 � a From: Sonya Allen <sallen(@meridiancit)1.org> Sent: Friday, November 13, 2020 1:26 PM To: Adrienne Weatherly<aweatherlyna meridiancity.org>, Charlene Way<cway(@meridiancity.org>, Chris Johnson <ciohnson(@meridiancity.org> Cc: Mandie Brozo <mandie.brozo(@cshga.com>; Craig Slocum <craig.slocum(@cshga.com> Subject: Linder Village- FP-2020-0004 REVISED Staff Report See attached. Page 118 Item#11. Applicant— Please send a response to the staff report (if you're in agreement or not). Thanks, Sonya Allen I Associate Planner City of Meridian I Community Development Dept. 33 E. Broadway Ave., Ste. 102, Meridian, Idaho 83642 Phone: 208-884-5533 1 Fax: 208-489-0578 C4fE ID� Built for Business, Designed for Living 0®©00 All e-mail messages sent to or received by City of Meridian e-mail accounts are subject to the Idaho law, in regards to both release and retention,and may be released upon request, unless exempt from disclosure by law. Page 119 Item#12. E IDIAN 'aAHO AGENDA ITEM ITEM TOPIC: Findings of Fact, Conclusions of Law for Teakwood Place Subdivision (H-2020- 0006) by Hesscomm Corp., Located at 1835 E. Victory Rd. APPROVED Page 120 Item#12. CITY OF MERIDIAN FINDINGS OF FACT,CONCLUSIONS OF LAW C�f[EFI DIAN~' AND DECISION&ORDER A f In the Matter of the Request for Annexation& Zoning of 7.35 acres of land with an R-8 zoning district and Preliminary Plat consisting of 22 building lots and 4 common lots for Teakwood Place Subdivision,by Hesscomm, Corp. Case No(s).H-2020-0006 For the City Council Hearing Date of: November 17, 2020 (Findings on December 1,2020) A. Findings of Fact 1. Hearing Facts(see attached Staff Report for the hearing date of November 17,2020, incorporated by reference) 2. Process Facts(see attached Staff Report for the hearing date of November 17,2020, incorporated by reference) 3. Application and Property Facts(see attached Staff Report for the hearing date of November 17, 2020, incorporated by reference) 4. Required Findings per the Unified Development Code(see attached Staff Report for the hearing date of November 17, 2020, incorporated by reference) B. Conclusions of Law 1. The City of Meridian shall exercise the powers conferred upon it by the"Local Land Use Planning Act of 1975,"codified at Chapter 65,Title 67,Idaho Code(I.C. §67-6503). 2. The Meridian City Council takes judicial notice of its Unified Development Code codified as Title 11 Meridian City Code, and all current zoning maps thereof. The City of Meridian has,by ordinance, established the Impact Area and the Comprehensive Plan of the City of Meridian, which was adopted December 17,2019,Resolution No. 19-2179 and Maps. 3. The conditions shall be reviewable by the City Council pursuant to Meridian City Code § 11-5A. 4. Due consideration has been given to the comment(s)received from the governmental subdivisions providing services in the City of Meridian planning jurisdiction. 5. It is found public facilities and services required by the proposed development will not impose expense upon the public if the attached conditions of approval are imposed. 6. That the City has granted an order of approval in accordance with this Decision,which shall be signed by the Mayor and City Clerk and then a copy served by the Clerk upon the applicant,the Community Development Department,the Public Works Department and any affected party requesting notice. FINDINGS OF FACT,CONCLUSIONS OF LAW AND DECISION&ORDER FOR(TEAKWOOD PLACE SUBDIVISION—FILE#H-2020-0006) - I Page 121 Item#12. 7. That this approval is subject to the Conditions of Approval all in the attached Staff Report for the hearing date of November 17, 2020, incorporated by reference. The conditions are concluded to be reasonable and the applicant shall meet such requirements as a condition of approval of the application. C. Decision and Order Pursuant to the City Council's authority as provided in Meridian City Code § 11-5A and based upon the above and foregoing Findings of Fact which are herein adopted, it is hereby ordered that: 1. The applicant's request for Annexation and Zoning and Preliminary Plat is hereby approved per the conditions of approval in the Staff Report for the hearing date of November 17,2020, attached as Exhibit A. D. Notice of Applicable Time Limits Notice of Preliminary Plat Duration Please take notice that approval of a preliminary plat,combined preliminary and final plat,or short plat shall become null and void if the applicant fails to obtain the city engineer's signature on the final plat within two(2)years of the approval of the preliminary plat or the combined preliminary and final plat or short plat(UDC 11-6B-7A). In the event that the development of the preliminary plat is made in successive phases in an orderly and reasonable manner, and conforms substantially to the approved preliminary plat, such segments, if submitted within successive intervals of two(2)years,may be considered for final approval without resubmission for preliminary plat approval(UDC 11-6B-7B). Upon written request and filed by the applicant prior to the termination of the period in accord with 11-6B-7.A,the Director may authorize a single extension of time to obtain the City Engineer's signature on the final plat not to exceed two(2)years. Additional time extensions up to two(2)years as determined and approved by the City Council may be granted. With all extensions,the Director or City Council may require the preliminary plat, combined preliminary and final plat or short plat to comply with the current provisions of Meridian City Code Title 11. If the above timetable is not met and the applicant does not receive a time extension,the property shall be required to go through the platting procedure again(UDC 1I- 6B-7C). Notice of Conditional Use Permit Duration Please take notice that the conditional use permit,when granted, shall be valid for a maximum period of two(2)years unless otherwise approved by the City. During this time,the applicant shall commence the use as permitted in accord with the conditions of approval, satisfy the requirements set forth in the conditions of approval, and acquire building permits and commence construction of permanent footings or structures on or in the ground. For conditional use permits that also require platting,the final plat must be signed by the City Engineer within this two(2)year period. Upon written request and filed by the applicant prior to the termination of the period in accord with 11-5B-6.G.1,the Director may authorize a single extension of the time to commence the use not to exceed one(1)two (2)year period. Additional time extensions up to two (2)years as FINDINGS OF FACT,CONCLUSIONS OF LAW AND DECISION&ORDER FOR(TEAKWOOD PLACE SUBDIVISION—FILE#H-2020-0006) -2- Page 122 Item#12. determined and approved by the City Council may be granted.With all extensions,the Director or City Council may require the conditional use comply with the current provisions of Meridian City Code Title 11(UDC 11-513-617). Notice of Development Agreement Duration The city and/or an applicant may request a development agreement or a modification to a development agreement consistent with Idaho Code section 67-6511A. The development agreement may be initiated by the city or applicant as part of a request for annexation and/or rezone at any time prior to the adoption of findings for such request. A development agreement may be modified by the city or an affected party of the development agreement. Decision on the development agreement modification is made by the city council in accord with this chapter. When approved, said development agreement shall be signed by the property owner(s) and returned to the city within six(6)months of the city council granting the modification. A modification to the development agreement may be initiated prior to signature of the agreement by all parties and/or may be requested to extend the time allowed for the agreement to be signed and returned to the city if filed prior to the end of the six(6)month approval period. E. Notice of Final Action and Right to Regulatory Takings Analysis 1. Please take notice that this is a final action of the governing body of the City of Meridian. When applicable and pursuant to Idaho Code § 67-6521,any affected person being a person who has an interest in real property which may be adversely affected by the final action of the governing board may within twenty-eight(28)days after the date of this decision and order seek a judicial review as provided by Chapter 52,Title 67,Idaho Code. F. Attached: Staff Report for the hearing date of November 17,2020 FINDINGS OF FACT,CONCLUSIONS OF LAW AND DECISION&ORDER FOR(TEAKWOOD PLACE SUBDIVISION—FILE#H-2020-0006) -3 Page 123 Item#12. By action of the City Council at its regular meeting held on the 1 St day of December 2020. COUNCIL PRESIDENT TREG BERNT VOTED COUNCIL VICE PRESIDENT BRAD HOAGLUN VOTED COUNCIL MEMBER JESSICA PERREAULT VOTED COUNCIL MEMBER LUKE CAVENER VOTED COUNCIL MEMBER JOE BORTON VOTED COUNCIL MEMBER LIZ STRADER VOTED MAYOR ROBERT E. SIMISON VOTED (TIE BREAKER) Mayor Robert E. Simison Attest: Chris Johnson City Clerk Copy served upon Applicant, Community Development Department,Public Works Department and City Attorney. By: Dated: 12-1-2020 City Clerk's Office FINDINGS OF FACT,CONCLUSIONS OF LAW AND DECISION&ORDER FOR(TEAKWOOD PLACE SUBDIVISION—FILE#H-2020-0006) -4 Page 124 Item#12. EXHIBIT A STAFF REPORT E COMMUNITY DEVELOPMENT DEPARTMENT HEARING 11/17/2020 Legend DATE: Project Location TO: Mayor&City Council FROM: Joe Dodson,Associate Planner 208-884-5533 FFffT Bruce Freckleton,Development Services Manager 208-887-2211 f SUBJECT: H-2020-0006 —LIE Teakwood Place Subdivision flHH3 LOCATION: The site is located at 1835 E. Victory Road,approximately 1/4 mile east of S. Locust Grove Road,in the NW 1/4 of the 4" LJW� NW 1/4 of Section 29,Township 3N., Range 1E. 1. PROJECT DESCRIPTION Annexation&zoning of 7.35 acres of land with an R-8 zoning district and preliminary plat consisting of 2-9 22 building lots and 4 common lots,by Hesscomm Corp. 11. SUMMARY OF REPORT NOTE: This protect was continued by Planning and Zoning Commission on May 7, 2020 to the date of June 4, 2020. Prior to that meeting the Applicant requested a continuance to a future date to have more time to address issues presented at the Commission meeting and by Staff. &qff has reeeiwd revised plans.whiek ha;q Fesulted in sP4k-eMr-ehg-h and unde4ined ehunges threwhout the staff pa This project was heard by the Planning and Zoning Commission on 711612020 and the Commission recommended denial of the project to the Meridian City Council. Following this recommendation, the Applicant made a request to the City Council to be remanded back to P&Z with a revised plat an open space pursuant to comments made within this stqfteport and by Commissioners. The CitX Council agreed with this request and remanded the project back to P&Z. The main changes made b the Applicant following the recommendation of denial are related to the open space conCi ura tion ,p_ and the removal of the Victory Road access for the existing home. Both topics are discussed and analyzed below in subsequent sections. A. Project Summary Description Details Page Acreage 7.35 acres Future Land Use Designation Medium Density Residential Page 1 Item#12. Description Details Page Existing Land Use(s) Residential and Agricultural. Proposed Land Use(s) Residential Lots(#and type;bldg./common) 3-2 26 total lots—24 22 single-family residential;4 common lots. Phasing Plan(#of phases) Proposed as twe"�one(1)phase. Number of Residential Units(type 2422 single-family units(including existingh ome). of units) Density(gross&net) Gross—3-.95 2.99 du/ac.;Net—5.64 4.22 du/ac. Open Space(acres,total 52,737 39,988 45,560 square feet,or 4-.24 9.92 1.05 acres Further [%]/buffer/qualified) (42,n� o34cz95 37,842 square feet qualified open space; analysis pg. approximately'3.�09 11.82%) 7&8. Amenities ! amenity proposed ,0'..ulti , pathway N . it ,;s shown on the submitted^'^^s Water feature with seating area. Physical Features(waterways, Eightmile Creek runs along the northeast corner of the hazards,flood plain,hillside) property. Neighborhood meeting date;#of Oct. 30,2019—6 attendees. attendees: History(previous approvals) N/A B. Community Metrics Description Details Page Ada County Highway District • Staff report(yes/no) Yes • Requires ACHD Commission No Action es/no Access(Arterial/Collectors/State Access is proposed via extension of a local street from the Hwy/Local)(Existing and Proposed) west(E.Fathom St.). The existing home is requesting to maintain its access onto E.Victory Road,an arterial.An emergency access is proposed on the western boundary from E.Fathom St.to E.Victory Rd. Traffic Level of Service "F" Stub Street/Interconnectivity/Cross This subdivision's main access is from an existing stub Access street(E.Fathom St.)and is proposing a new stub street to the east for future development and future connectivity. Existing Road Network No - Existing Arterial Sidewalks/ None Buffers Proposed Road Improvements None Distance to nearest City Park(+ 1.6 miles to Renaissance Park(6.5 acres) size Fire Service • Distance to Fire Station 1.3 miles from Fire Station#4 • Fire Response Time 3:00 minutes under ideal conditions(this meets Meridian's Fire response goal time of 5 minutes). • Resource Reliability Fire Station#4 reliability is 78%. • Risk Identification F Risk Factor 2—residential with hazards(open waterway) • Accessibility Proposed project meets all required access,road width,and turnaround requirements. Police Service See Agency Comments(Section VIII.D). Page 2 Page 126 Item#12. Description Details Page West Ada School District • Distance(elem,ms,hs) 0.6 miles to Siena Elementary;3.2 miles to Victory Middle School;2.3 miles to Mountain View High School. • Capacity of Schools Siena Elementary—800;Victory Middle— 1000;Mountain View—2268. • #of Students Enrolled Siena Elementary—970;Victory Middle— 1085;Mountain View—2237. Wastewater • Distance to Sewer Services Directly adjacent • Sewer Shed South Black Cat Trunkshed • Estimated Project Sewer See application ERU's • WRRF Declining Balance 13.88 • Project Consistent with WW YES Master Plan/Facility Plan Water • Distance to Water Services Directly Adjacent • Pressure Zone 4 • Estimated Project Water See application ERU's • Water Quality Concerns None • Project Consistent with Water YES Master Plan • Impacts/Concerns None COMPASS(Communities in No comments submitted. Motion 2040 2.0) C. Project Area Maps Future Land Use Map .Aerial Map Legend 0 Legend Project Location Project Location Medium]Density LResibential Low�Density Resid n aI ® MLI-N .Zoning Map .Planned Development Map Page 3 Page 127 Item#12. Legend �� �� 0 Legend Project Location aProject Location 4;Lg-� � R-8 R-4 ;_, City Limits Planned Parcels RUT� R18 a , H VO ® J RUT ® __ I S ®- � ® Sfj� a MIE a RUT � EU III. APPLICANT INFORMATION A. Applicant: Bruce Hessing,Hesscomm Corp. —6700 Linder Rd., Meridian, ID 83646 B. Owner: Charles&Vickie Richardson— 1835 E.Victory Rd.,Meridian,ID 83646 C. Representative: Leavitt&Associates Engineers,Inc.— 1324 1st St. South,Nampa ID, 83651 IV. NOTICING Planning& Zoning City Council Posting Date Posting Date Newspaper Notification ^/1�20 9/25/2020 10/30/2020 Radius notification mailed to properties within 300 feet ^�'^"^�/2020 9/23/2020 10/30/2020 Site Posting 4/17/20?0 10/1/2020 11/4/2020 Nextdoor posting ^/t^�DiO 9/23/2020 10/30/2020 V. STAFF ANALYSIS A. Future Land Use Map Designation(htt�s://www.meridianci�.org/com�lan://www.meridianci�.org/com�lan) Medium Density Residential—This designation allows for dwelling units at gross densities of three to eight dwelling units per acre. Density bonuses may be considered with the provision of additional public amenities such as a park, school, or land dedicated for public services. The annexation area is near existing public services and not on the periphery of corporate city limits; existing City of Meridian zoning and development lay to its west, north, and south. The proposed land use of single family residential is consistent with the recommended uses in the FL UM designation. The proposed project has a gross density of 3-.9-5 2.99 du/ac and a net density Page 4 Page 128 Item#12. of 3.-64-4.22 du/ac, meeting the required density range listed above once the allowed rounding occurs. Therefore, Staff finds the proposed preliminary plat and requested R-8 zoning district to be generally consistent with the Future Land Use Map designation of Medium Density Residential. The City may require a development agreement(DA) in conjunction with an annexation pursuant to Idaho Code section 67-6511A. In order to ensure the site develops as proposed with this application, staff recommends a DA as a provision of annexation with the provisions included in Section VIII.Al. The DA is required to be signed by the property owner(s)/developer and returned to the City within 6 months of the Council granting the annexation for approval by City Council and subsequent recordation. B. Comprehensive Plan Policies(https://www.meridiancity.orglcompplan): (Staff analysis is in italics after the cited policy) "With new subdivision plats,require the design and construction of pathways connections, easy pedestrian and bicycle access to parks, safe routes to schools,and the incorporation of usable open space with quality amenities"(2.02.01A). This new subdivision and plat offers additional pedestrian connection via attached sidewalks on the proposed local street extensions, and open space, and a new segment of multi use 19aMway that will help eanneet this 19rejeet to adjaeen sons but does not offer any new pathway connections at this time. Instead, the Applicant is now proposing an easement for a future multi-use pathway section. The Applicant is proposing open space that is better connected and usable as now proposed. This open space is also proposed with a water feature and seating which is seen as a quality amenity for this development. With all of the sidewalk connections proposed with this small development, Staff' finds that there will be adequate access to schools and parks for those who choose not to drive. is the en4lquaUfyings-iteaflieni ''nn //,, ,,,1 with this ,-. •,- ".�-r LDG 1 3G 3 standar , cl`l--epder f£N--an-epen&paee-let to be eensidered a 'be at least 20;000:9quarefeet above the required minimum - T pen spaee is not large enough to quahfy as an amenity is no loiwr b ' proposed and no other antenkr show on the re+is-dylafis,Staff is r-eeoininendMg an additional a yyyyn!am, d on one of the eommon open spaee lots to meet UDC Staff is in the new Genipivhensive Plan. "Establish and maintain levels of service for public facilities and services,including water, sewer, police,transportation, schools,fire, and parks" (3.02.01G).All public utilities are readily available to this project site due to the existing subdivision to the west. ACHD notes the excessive traffic that already exists on E. Victory Rd and nearby intersections but has also noted in their staff report(see Section HII.H) the low number of estimated vehicle trips from this subdivision will not require additional mitigation or road improvements. West Ada School District has offered comments on this project regarding school enrollment are Hetyet ever eqpae4y aeeer&ng to their eFi�ginal letter and West Ada estimates 22 school age children will reside in this development. However, Staff has received letters from West Ada on more recent projects and Sienna Elementary and Victory Middle are now shown as overcapacity. Staff is aware of the overall overcrowding issues facing nearby public schools, however, the low number of school age children expected in this development should be easily absorbed in the district. School enrollment numbers of the closest schools to this development are listed above in Page 5 Page 129 Item#12. the Community Metrics section of this staff report-and a table outlining recent historic and macro level data re ae rding school enrollment is part of the Agency Comments of the public record(see Section VIII.J). "Encourage infill development"(3.03.01E). Teakwood Place Subdivision is on the cusp of being an infill development by definition. Staff finds that the already annexed and developed properties residing to the north, west, and south make development of this property a logical and orderly progression of City limits. In addition, all public utilities and services are readily available for this subdivision including planned road improvements at the nearby intersection of E. Victory and S. Locust Grove. "Require all new development to create a site design compatible with surrounding uses through buffering, screening,transitional densities, and other best site design practices"(3.07.01A). The site design of this project proposes density that mems is lower than the subdivision to the west and is iust above the at the minimum density allowed in the underlying FL UM designation 0 Medium Density Residential. The subdivision to the south is of lower density zoning(R-4) but the Applicant has proposed lots with a majority of lot sizes that are more in line with the R-4 zoning district. the 6euth. Overalb, &afffiHdis theske design te meet the kteHt ef this eemprehensive plan 19ehet- AHl Therefore, the revised plat offers a transition from existing developments of higher density to this subdivision and other county zoned parcels. The Applicant has also changed the location of the proposed open space and is now in the southeast corner of the site and abuts the backyards of some of the existing homes in Tuscany Lakes. "Reduce the number of existing access points onto arterial streets by using methods such as cross- access agreements, access management, and frontage/backage roads, and promoting local and collector street connectivity"(6.01.02B).Access into this subdivision is through an existing and developed subdivision (Tradewinds Sub)via an extension of a local street(E. Fathom Street. This will mean one less additional access point efr to E. Victory Road, alld a r,.htst r_,.ev-e Reads, an arterial streets. 9. V4e y-Therefore, the proposed plat is using existing street networks for interconnectivity and meeting this policy by reducing access points to arterial streets. C. Existing Structures/Site Improvements: There is an existing home on this parcel that is proposed to remain u.-Ail Phase 2 deve ap and reside on its own building lot. In addition to the home,a number of accessory structures and two large barns currently exist. The largest barn that resides towards the southern part of the parcel will be removed upon development of Phase and the pole barn closest to the existing home will remain tifitil Phase 2 deve ,,..me . All structures can be seen on the submitted plat and landscape plans.As neted belewstaff d9es netsutpert the 19hasiffg ef the prepesed develepmeHt, Any structures that remain on the property must comply with the dimensional standards of the R-8 zone or be removed. The existing access to Victory Road is analyzed below in Section V.F. D. Proposed Use Analysis: Detached single-family residential homes with local streets within the development and a new stub street to the east are being proposed. Single-family detached dwellings are listed as a principally permitted use in the R-8 zoning district per UDC Table 11-2A-2. Page 6 Page 130 Item#12. This subdivision is proposed to be developed in two (2)phases one phase. The fist prep phase will provide a4l pikhe streets and 24 ef the 28 pfepesed biiildiag lets. The e*isfifig hem pr-epesed te r-emain un4i!Phase 2 develepmen4 a-ad then an additional 4 biiildifigs lets will b-e According to the revised plat,Tthe minimum property size in this development is approximately 4-,9094-,784 4,940 square feet with an average buildable lot size of approximately 7-,342- 10,318 square feet. In addition, each buildable lot appears to meet the minimum street frontage requirements,including-by providing no less than 30 feet of frontage for those lots that front on a curve or cul-de-sac. Therefore, according to the preliminary plat,all lots appear to meet the required UDC dimensional standards for the requested R-8 zoning district. Staff is not suMerfiw of the phashWp n aspmpesed-.Staff reeontmends the development E. Dimensional Standards(UDC 11-2): All proposed lots and public streets appear to meet a14-UDC dimensional standards per the submitted preliminary plat for the requested R-8 zoning district. This includes property sizes, required street frontages,and road widths. In addition, all subdivision developments are also required to comply with Subdivision Design and Improvement Standards (UDC 11-6C-3)—the proposes revised preliminary plat adheres to the standards therein. F. Access(UDC 11-3A-3): Access is proposed via extension of a local street from the west(E. Fathom St.). The existing home is requesting te maintain its aeeess efAe E.VicteryRead, n a4efia4now proposin tg o take access from this local street. In addition, an emergency access is proposed on the northwestern boundary connecting from E.Victory Rd. south to E.Fathom St. However, in the reeeived sta*reigert#aniA CAP, they have--nen-ded I . aigigreve a mainAyining this ae-eess and site the low number of vehiele 04ps.from one heme. &aff does not rt.ff r. .U,yes that ifthe e ; inz aeeess doe of elos,,,.t to tine fthis dev,W,M n. With the original submittal, the current home owners (that are to remain on the property ollowin development)evelopment) requested to maintain their access to E. Victory Road. This request was not supported by Staff or the Planning&Zoning Commission and was a factor in the Commission's recommendation of denial to the City Council. Following this recommendation, the homeowners agreed to close their access to Victory and instead take access from E. Fathom Street as recommended by Staff. The plat has been revised to show this internal access via a 12- foot wide driveway connection. Staff has had conversations with the Meridian Fire Department and there is a desire for this paved access to be slily wider to accommodate emergency response vehicles if a need were ever to arise. Therefore, Staff is recommending a condition of approval to amend the plat to show at least a 1 S-foot wide driveway connection. The Applicant has also proposed an emergency-only access en4,d4vew6ty that connects E. Fathom St. to E. Victory Road. E. Fathom St. is the only access into this development and therefore, Staff is recommending a DA provision that the emergency access Page 7 Page 131 Item#12. be constructed prior to any issuance of Certificate of Occupancy, 9- ,.,;f' �' ' ,� this is commensurate with the condition of approval from the Meridian Fire Department(see Section VIII.A1). Access for this subdivision must go through the existing local street stub to its west, E. Fathom Street, because it is a lesser classified street than Victory, an arterial street. This is consistent with both Meridian comprehensive plan policies (as outlined above), UDC 11-3A-3, and with ACHD district policy.An additional factor of note is that Victory Road is already failing as a S- lane arterial street and any additional direct traffic e would exacerbate the problem. The proposed development is proiected to generate minimal peak hour vehicle trips which shows that there will be minimal impact to Locust Grove, the arterial that Tradewinds Subdivision connects to and subsequently where Teakwood Place would get to an arterial street. Public input has depicted Locust Grove as a busy street during peak hours do to the roadways failing north and east of the Locust Grove and Victory intersection. This intersection is in the ACHD Integrated Five Year Work Plan to be converted to a roundabout and Locust Grove will be widened to five() lanes. These two changes will have a cascading effect and increase tra fc flows south of this intersection including the point of in r�gress for these two subdivisions.All of these factors matter in Staffsupporting the access for Teakwood via E. Fathom Street and out to Locust Grove. Pedestrian access in the development will be via extensions of 5-foot attached sidewalks on all local streets. The emergency access road will also function as a pathway and connects the sidewalks on the proposed extension of E. Fathom St. to E. Victory Road. Sta*49es.,Not plaee much vahte an tr prepose Staff reeemmendsIf the applicant constructs the required frontage improvements along Victory Rd. and prohibits vehicular access to said roadway in accord with UDC 11-3A-3, this pedestrian connection is a valuable addition to the development. In addition, because the Applicant is adding five feet of landscaping on each side of the 20 foot wide emergency access, the area of this common lot counts towards qualified open space. G. Parking(UDC 11-3C): Off-street parking is required to be provided in accord with the standards listed in UDC Table 11- 3C-6 for single-family detached dwellings based on the number of bedrooms per unit. Future development should comply with these standards.No parking plan was submitted with the application. One of the revisions made by the applicant is changing the type of cul-de-sac proposed in the south end of the development. The new plan shows a larger cul-de-sac that has a 57 foot radius. The larger radius turnaround allows an additional 9-feet ofpavement in the cul-de-sac which then allows on street parkingThe perimeter of the cul-de-sac that can be parked on (perimeter minus driveway curb cuts) is now approximately 200 feet which can accommodate approximately 8 on street parking spaces. The true amount of cars that could be parked within the cul-de-sac is wholly dependent on the size of the vehicles being parked. Therefore. Staff 's estimates are based on general calculations and include the UDC noted parallel parking space dimension of 23 feet long. Some vehicles may take up more or less than this value. H. Pathways (UDC 11-3A-8): A 10-foot wide multi-use pathway easement is being proposed along Eightmile Creek at the northeast boundary of the subdivision instead of building the actual pathway at this time.its Page 8 Page 132 Item#12. aeeE)r-d with the Mei4diaa Pa4hways Master-Plan; its developmefft is pr-epesed w4h Phase 2 a the existing home will be r-efneved in the same phase. The Applicant is proposing this as an easement that is partially located within the irrigation district easement for future development bX the City. The logic behind this is two-fold: 1)to minimize the impact to the homeowner who is remainingon n the property since the pathway would encroach into their back porch if it were entirely on this subject prppeM and,perhaps more imperative to city code; 2)to not construct a pathway that would lead to nowhere for the foreseeable future since adjacent county_property owners have shown little intention on redeveloping in the near future. The .,ppli a fft is pr-e esi R the 10 feet mttlfi use pa4hway be leeated with a 14 feet wide pubhe pedestfian easemen4 wit 20 feet wide eemmen let in Phase 2. The melti iise padiwa-y has other-pedestfian eenfleetie 5 feet attaehed sidewalks within the development. Staff is supportive of providing an easement that is shared between this property and the irrigation district to be constructed at a later date. Staff has spoken with the irrigation district and they are supportive of the easement so lon,�as they have the space for their 18-foot wide access road. The pathway easement shall extend north into landscape buffer along E. Victory Road to provide for connection from the future Eight Mile Pathway to the sidewalk at Victory Road. Due to context and space limitations, the easement maybe a minimum of 10'wide, as offset from the northeast property line()(This will provide enough additional width adjacent to the irrigation easement to allow for future construction o� pathway, fence, and irrigation access road). The Applicant is showing compliance with this on their revised plat. To ensure this small pathway section is built in the future, Staff is recommending a DA provision that the multi-use pathway shall be constructed when the lot with the existing home is redeveloped or subdivided in the future. issue. The niulti u;ye jqathifwy niqy not-yet have eanneetion with additional nides.qj�pathwqy but it I. Sidewalks(UDC 11-3A-17): Five(5)foot attached sidewalks are proposed along all internal local streets, in accord with the standards listed in UDC 11-3A-17.Normally, as five-foot wide detached sidewalk is required to be constructed with the required frontage improvements along Victory Road. However, due to there being no sidewalks abutting the site to the east or west alongV ictory Road and the frontage is less than 300 linear feet, Staff can allow the sidewalk to be attached along the frontal Applicant is proposing to construct 7-foot attached sidewalk along the entire Victory Road street frontage with this revised plat and within ACHD right-of-way. This meets the intent and prescriptive standards of UDC 11-3A-17 and ACHD requirements outlined in their staff report. J. Landscaping(UDC 11-3B): A 25-foot wide street buffer is required adjacent to E.Victory Rd., an arterial street, landscaped per the standards listed in UDC 11-3B-7C. A 25-foot wide landscape buffer easement. let is depicted on the plat Loth Bleek(the lot with the home that is g)his eemmen lot also houses the proposed multi use pathwa�,that will fun alefig Eightmile Cr-eek. The eeffeet nttmber-ef trees appear-te be shew-a on the Wamitted!andseape plans (see Seetien VII.F) and is proposed with a removal of eight(8) existing trees and to keep five 5)of the existing UDC requires that landscape buffers for residential developments be placed in a common lot, owned and maintained by a homeowner's association and also offers Applicants the opportunitX to provide the buffer within an easement if the existing home will not be subject to the CC&rs of the subdivision through the Alternative Compliance process. Therefore, Staff is recommending Page 9 Page 133 Item#12. a condition of approval to place the buffer in a common lot or apply for Alternative Compliance with the Final Plat submittal to place the buffer within an easement.In addition, UDC requires that trees be spaced at a density of one tree per thijjy five Q5)linear feet(UDC 11- 3B-7C.2). Because the existing trees that are to remain are bunched together on the site,they do not meet this requirement. Compliance with this code section is required and in order to comply, Staff recommends adding two (2) additional trees to the east half of the landscape buffer. These additional trees, spaced correctly,would add to the buffer and help the Applicant meet the landscaping requirements. Furthermore, landscape buffers are also required to be vegetated with shrubs, lawn, or other vegetativeground cover for at least 70%of the area at the time of plant maturity,with mulch used under and around the plants UDC 11-3B-5N). The landscape plans do not show compliance with this requirement and should be corrected prior to the City Council hearing. V iEBry-D , have to be iciorcc �i-via ci to virrtcra,,ct�the i+a gc "rivrciciAs rrtn-adetaehed sidewalk. Stagfifids th4the existinet-Fees do offer-g --------buffer-bet-we Vietery a-ad the i3r-ei)esed s-Hbdivisiea. In addition,if this area alone Nlietef-,�were to be improved with detaehed sidewalk,the sidewalk wetild lead to new-her-e as there are ne sidewalk&-en4he �1,. '.a f Nl t„ D,,.,,1 �6}kCit�i�zc-vr-vzccvr�icvc�crviruir`r-iccijuvcirc�3urccr8—nicicz City Getineil r-eattir-e the fteataee imi3r-evemet4s at a WeF date when this let 1:ede subdivides in4he4utufe-. standar-ds listed in UDG 11 3-B 12C2. The total lineal feet of path-ways with the required and, proposed numbeF of trees should be included in the Landseape Caleulations table.Stwis Common open space is required to be landscaped in accord with the standards listed in UDC 11- 3G-3E. The total square footage of common open space should be^"""eeted in the and the required number of trees to demonstrate compliance with UDC standards is shown in the Landscape Calculations table. K. Qualified Open Space (UDC 11-3G): A minimum of 10%qualified open space meeting the standards listed in UDC 11-3G-3B is required. Based on the proposed plat of 7.35 acres,a minimum of 0.74 acres of common open space should be provided. According to the Applicant's provided open space exhibit(Exhibit VII.D),the Applicant is proposing approximately 5'� 8-45,560 square feet(or 1.21 n 9 .,e fes`of open space (or 16.471' ^C, `with 37,842 square feet(or 11.82%overall)of this area shown as qualified open space. The qualified open space consistsing of ,common lots with open space, and half of the arterial street buffer to E. Victory Rd. The AppheaaVs labels 42 034 2 29- s e feet l.,ppr-,,..; 4l ,n '7A . eo f the 0exhibit � , ae o 0 as qttalifying - . The open space is primarily proposed as two common open lots with one residing in the very southeast corner of the site and one more centralized but smaller lot that contains the required amenity. The open space is to be available at the time of development as the project is no longer being phased. s both..hales with most provided i Phase ' u,,, eve Staff notes that the open spaee eale-ulation appears to duplicate area itappeafsteineltidethe P.-Wed emer-geney aeeess and does 4-4-ot�-�-.M-ove the paved afea from the I J� ...fh.f Page 10 Page 134 Item#12. does fi"t eoufA towards a+iy open spaee, ali fy ng" "t. The qualified open space is comprised of three 3) common lots (Lot 1 Block 2,Lot 7 Block 2, and Lot 11 Block 1)that are 4,410, 7-,70-514,012 (including the temporary turnaround), and 20,555 square feet in size,respectively. All lots appear to meet UDC requirements to count towards qualified open space. Tea Following the Commission meeting and the issues that were presented, the Applicant revised the open space to address Staff comments regarding the temporwyy turnaround lot and the lack o� continuity of the open space. The Applicant has now reconfigured the building lots to allow for common open space to connect from the cul-de-sac in the south of the property to the new east- west stub street while also incorporating a micro pathway connection on this lot. Staff finds that this open space configuration better connects the two main open space lots within the development. er 1 it A a hitur Auik-t l l let?Staff i.wnts tom,ens-ure 11 !tl epen tuave , l r-s and-the number ef buik4in:ew lets are eonfir-med pr4er te this avolieation bebte developed. In addifien, then rt;, Me at4aeent Let 45, 1?10 1 1 into a eammen opet!Taee let. That, „1,1-p -t I am Me s-out1 4the .to the-east ,vest stub street in the + f tl developmew aiid eanneet to the future opensigaee lot that holds the temiger-atmv turnaround-. This option wouk4 also off-er more eommoii eigen soaee th&ff the mMinitim. #this is n"e intended use for Lot 19, Bleek 4, MeApplieant should revise t-he±Vfftfpyfe eAibit to remove the area this lot frem all even spaee ealeulations. Staff finds that the proposed open space meets the minimum requirements. but is not premier. After rentoWng redundant 6pen spaee and thepoved areas on the eommon open spaee lots, 0 proposed an one ef Me eamimen open spaee lots and Me 3 0 feet wide eniergencj,,oeees-s eas-emen land-seape thefiveftet on eithei-side ef itIger UDG standards, this area eould be added baek ii the qua1;I epen q�aee1 ul do buik-kqble lots to the souM of Me IaFge eammon let lets 24 -Qi-22), more open Vaee wou available te the residet4s M this subdivisioii. Staff reeommeiid-s this ehaHge beeause thei;e is qualoed open spaee ivouN be added to thk projeet with this reeemmendation. ByfoUaiving appro,*inia�e�9-,200 mope squarefeet of quakfied epen spaee ivouN be added-, making a total Page 11 Page 135 Item#12. 0 feet. Therefor,—,Staff' Uwg eanditions of approval to eopreet the open sp- aee ealeulations to re)Uet Me usable open sp- aee and then provide Staff with a Fev&ed open sp- a exhibit and re4sedpreUntinary plat showing the new loeation of the tempotwry eul de sae least 10 daysprior to Me City Goffneil hearing(see Seedon fW.4)-. L. Qualified Site Amenities (UDC 11-3G): Based on the area of the proposed plat(7.35 acres),a minimum of one(1)qualified site amenity is required to be provided per the standards listed in UDC 11-3G-3C. The .,ppli afft has re* pr-epesed one (1) "alified ameait)-,a 10 feet multi use path-way. This amenity fneets does ae4 meet the minimum UPC; st aaaMs The Applicant has proposed one(1) qualifying site amenity within the central open space lot, a water feature with benches around it. The Applicant is also proposing a micro-path through this space lot to increase pedestrian connectivity between the open space lots despite it not countingas s a qualified amenity. Staff appreciates this added connection so that everyone in the development has easy sidewalk access to the water feature and seating area. Commission hearin�-, M. Waterways(UDC 11-3A-6): The Eightmile Creek is a protected waterway and runs along the northeast corner boundary of this development but is not on the subject parcel. The applicant is proposing to add a 10-foot multi- use pathway easement both outside of its easement and partially within it as an amenity to this- pr-ej a future extension of the multi-use pathway system. Because Eightmile Creek is not on this site,there can be no requirement to tile the waterway. In addition,Eightmile Creek is a protected waterway,tt and must remain open regardless.withdevelepffleR4-e additional r-equir-emen4s exist due to the or-eek being off site. N. Fencing(UDC 11-3A-6, 11-3A-7): All fencing is required to comply with the standards listed in UDC 11-3A-7. Fencing is proposed as shown on the landscape plan and appears to meet UDC requirements. shall be eeffeeted per-the eenditions listed in this staff r-epeA(see Seetion 3,1111.3) for-the lots abtWiag the mier-e use pathway. la addition, open vision feneing along the proposed pathway faeifig Eigh4l:ffile Creek and anyeemmenopens. oa O. Building Elevations(UDC 11-3A-19 I Architectural Standards Manual): The Applicant has submitted sample elevations of the single-family homes for this project(see Section VILE). The single-family homes are depicted as mostly single-story structures with a variety of finish materials with stone, stucco, and lap-siding combinations. Some homes depict extra-large spaces for at-home RV storage.All single-family homes appear to meet design and architectural standards. Page 12 Page 136 Item#12. VI. DECISION A. Staff: Staff recommends approval of the requested annexation and zoning with the requirement of a Development Agreement and approval of the requested preliminary plat with the conditions noted in Section VIILA per the findings in Section IX of this staff report. B. The Meridian Planning&Zoning Commission heard these items on October 15, 2020.At the public hearing,the Commission moved to recommend approval of the subject Annexation and Zoning and Preliminary Plat requests. 1. Summary of Commission public hearing_ a. In favor: Dan Lardie,Project Engineer b. In opposition: Sandy Blaser,neighbor. c. Commenting: Dan Lardie; Sandy Blaser d. Written testimony: All written testimony was meant for older hearing dates but highlighted the similar issues of the proposed access point through Tradewinds,height of homes abutting Tradewinds, and site drainage concerns. e. Staff presenting application: Joseph Dodson f. Other Staff commenting on application:None 2. Key issue(s)of public testimony a. Concerns over increased traffic through the singular access through Tradewinds subdivision; b. Height of homes adjacent to Tradewinds; and C. Site drainage issues due to high groundwater. 3. Key issue(s)of discussion by Commission: a. The changes since the previous hearing are appreciated in that they show a commitment to listening to the required changes and concerns of both Staff and Commission; b. How will the elevations shown fit onto the proposed lots—concern over if they will be what actually,gets built; C. Commission is concerned with the viability of the ,groundwater numbers and hope new numbers can be obtained—Staff received new data from the Applicant that has resulted in the Land Development team updating their conditions of approval to accommodate higher,groundwater(see condition VIII.B.1.2; 4. Commission change(s)to Staff recommendation: a. None 5. Outstandin issue(s)ssue(s) for City Council: a. Applicant has not provided updated elevations per the request of the Commission. C. City Council: The Meridian City Council heard these items on November 17,2020.At the public hearing.the Council moved to approve the subject Annexation and Zoning and Preliminary Plat requests. I. Summary of the City Council public hearing: a. In favor:Nathan Porter,Project Engineer b. In opposition: None C. Commenting:Nathan Porter d. Written testimony: Two pieces of written testimony were submitted discussing the same issues presented during the Planning and Zoning Commission meeting noted above. e. Staff presenting application: Joseph Dodson,Associate Planner £ Other Staff commenting on application: Bruce Freckleton: Bill Nary: 2. Key issue(s)of public testimony: ^ Page 13 Page 137 Item#12. a. None 3. Key issue(s)of discussion by City Council: a. The groundwater concerns raised by the Planning&Zoning Commission as well as the neighboring subdivision residents:how does the undated groundwater numbers affect the subject application and future construction of the homes- b. The more technical aspects of the new type of stormwater retention basin in comparison to the previously proposed subterranean We of retention pond. C. The proposed location of the required sidewalk alone Victory Road(attached versus detached) and the context of Staff s allowance for the sidewalk to be attached—ACHD plans to construct the sidewalk as part of the scheduled roundabout improvements at the intersection of Locust Grove and Victory:this section of sidewalk will be constructed with that project and not by the Applicant. d. Whether the submitted elevations will be what is generally constructed and why were no new elevations submitted per the request by the Commission—The Applicant stated to submitted elevations are accurate and may need to have one of the garage bays removed but are generally the materials and style of homes that will be constructed. e. Will any irrigation that runs through the site or across the site be disturbed—Applicant states no existing irrigation will be disturbed. 4. City Council change(s)to Commission recommendation: a. Add a DA provision that all future homes of this subdivision be constructed with slab on grade foundations- b. Add a DA provision that all stormwater detention facilities be designed to completely drain within a 12-hour period: c. Add a condition of approval that the Applicant and Staff. at the time of Final Plat submittal. work together to determine the best course of action for the required sidewalk along the Victory Road frontage improvements: Page 14 Page 138 Item#12. VII. EXHIBITS A. Annexation Legal Description and Exhibit Map EXHIBIT DESCRIPTION FOR TEAKWOOD PLACE SUBDIVISION ANNEXATION A parcel of land located in the NW 114 of the NW 114 of Section 29,73N., R.1 E., B.M.,Ada County, Idaho more particularly described as follows: Commencing at the NW corner of said Section 29 from which the N114 corner of said Section 29 bears North 89°59`41" East, 2,680.68 feet; thence along the North boundary line of said Section 29 North 89°59'41"East, 620.22 feet to the REAL POINT OF BEGINNING; thence continuing along said North boundary line North 89°59'41"East, 328.84 feet to a point on the approximate centerline of Eight Mile Lateral; thence along the approximate centerline of Eight Mile Lateral the following 2 courses and distances: thence leaving said North boundary line South 04°36'20"East, 80.22 feet; thence South 39°10'20"East,71.96 feet; thence leaving said centerline South 00*11'29" East,781.92 feet to a point on the northeasterly boundary line of Tuscany takes Subdivision No. 2 as filed in Book 94 of Plats at Pages 11,351 through 11,354, records of Ada County, Idaho; thence along said northeasterly boundary line North 73'13'33"West,420.37 feet to the northerly most corner of said Tuscany Lakes Subdivision No.2; thence along the East boundary line of Tradewinds Subdivision No. 1 as filed in Book 106 of Plats at Pages 14,594 through 14,596, records of Ada County, Idaho and the southerly extension thereof North 00°11'26"West,263.65 feet to the NE corner of Lot 6, Block 2 of said Tradewinds Subdivision No. 1, said point also being on the South boundary line of Lot 5, Block 2 of said Tradewinds Subdivision No. 1; thence along said South boundary line North 89°59'41"East, 21.79 feet; thence along the East boundary line of said Tradewinds Subdivision No. 1 and the northerly extension thereof North 00"11'29"West, 532.67 feet to the REAL POINT OF BEGINNING. Containing 327,836 square feet or 7.53 acres, more or less. W S 4sG 77290 �2�25Izu1`'o OF 1p� Page 15 Page 139 Item#12. E. VICTORY RD. BASIS OF BEARING S.19 S.20 589'59'41"W 2680.68 1-�_45_24 S.30 S.29 620.22' N$9'S9'4t"E 32$.84'- 1731.62" V "5.28 L--- B 1 S4'36'20"E BLOCK 1 I 80.22' � G S39'10'20"E 71.96' 1 z 0 I { IN BLOCK 2 m o i 11335 E. VICTORY RD. I � O I 227636 s.f. 7.53 o.c. a a I I4 m G r11 1 1`° a R O �� a m n d�`�p ® I 1489-59'41"E tCENS 4`SGG I a I� a 7729 - 0 �Gl4YG.G�`� (D I l w � 0 (D , N at �r o'k �'5CAN),tA® N73j3 W 4z0�� I .IDO NO. IDAHO EXHIBIT _ DRAWING FOR 19-324 SURVEY o9y5•A �P 1,,'; TEAKWOOD PLACE SUBDIVISION ANNEXATION S'1 NO. B019E.IBAHO¢}'�Jn �aaeYdateea GROUP LLC WCAIM IN THE NW K OF rKE NW 9 OF S[CTICN 29, T3N.,RAL.9-M., Mir,DATE 1 ADA COOWTY•IOAHO 1I2'3I202Q Page 16 Page 140 Item#12. B. Preliminary Plat(date: 3/25A20206/2440- 0 8/12/2O2O) 690t68L I80Z)3NOHd SNOISIA3tl aee o„va�vawvueea�e.roe eia3e.e. -�":•0�H�4:" goo e�ps� ler.�,,. loa�,-0 9t Ea OI Ntlldle3w °N�r OVOtl tl30Nll'N OOL9 _ JNIA3A&ns qt •4, "I.—wwo�55s 1. NOISIAIOaf1S °�m�,atl3leaw opq III 3 F 3OVld OOOMNV31 oHval uma y 'DNI`52133N1`JN3 lm NOISIAIa9f153OVld OOOM71v I 931VIJ059V'8.LLIAV3-1 I ET - d � IY --- I Yj € §I a iI I� q _ PE�I ICI p �- � ✓III �"'.� -'['�" s I®I a I ®I ®.r.;�.1 ®al w,� I I s I ... Al CID le, �, � �lz'. .a II� � •� �s_` ��#„ i ��se.�l It ILI H FI J h z a E s Ls rwsli rHola 3 a r -w s oY f F .4 II iJ o CJm sx — - I '. o, �y£ �< � ,Y ,.`�. lye°• -_ � , -.Y-_-.—- M wm An gz a r Page 17 Page 141 Item#12. g �45K�i FhC[ 14.A54 * SnERBLg14r� n0 e6oK _,uW -_ #-_ ...... _ ..._ ae1GO,C l��' - �yfy by Jill EL � VR or — 4ie I l i]S 0.Y - Wi iF b ' 4„ r 41i dGEi Y 2 4 -`Y 0.L] 4 V# � I �l ... ..... ..__ xa�lr h 0.i Qp ' ' his J Y27S if J R -S 4ir Page 18 Page 142 Item#12. C. Landscape Plans(date: 'Q3/2020 6/25,QO20 Qn 3/20= 10/29/2020) l� G I Mqm I v x x r I x am so"� H H ii.'Jq 95 II �� oro D I U xl II I I r tdd 0 a q Z I � , x r tLj I= f ;, c I E - ml x G r I a m ti ro -- - I a I v e -ED g � II , � TrT p 1 4 b � y — � n p � A ? D � 8 Page 19 Page 143 Item#12. mm I � m I mym I I bd alb n - I 00 I r z m r - J x lv m r� troy � 4 _ . . yea tb+ ! if kmtv IT •� j e_ B-E. eC. 21) ` I m Lm �• m Z ®, I e m T ➢ b A 3 A i S W CIO o m a 3K0 i s ° gE A � s aC) y m r m bg a z : N i m ifi :.¢cgs S UJ D ,ti a2 ED s �IBM Nisz DM PRO _ �,F LEAV1 T&ASSOCIATES [ TEAKWOOD PLACE SUBDIVISION ENGINEERS,INC_ MERIDIAN.IDAHO TEAKWOOD PLACE DEVELOPMENT EXHIBIT srRucruRaL-av1� HESS....C.11 SURVEYING r- 6,DR N.LINHER ROAD Ni oA orvcHly.ory MERIDIAN,1033646 REVISIONS PHONE 12D611R9AR69 Page 20 Page 144 Item#12. �o PLANT SCHEDULE < -7- Z=,.Z=11- o &HRUB—NTINGDETAI , ECULDERPLAUEMENTUETAIL LANDSCAPE MOTES T"I L-_T IT I I I L I I T L 'L 4f,- DECIU-3 TREE PLANTING C ETAIL n GONIFE-5 TREE FL-1— SOUTH ew WIN BECK& BAIRD LT =,t"7 —h-N11 Page 21 Item#12. D. Open Space Exhibit(date: 2Q4 2020 6 Q ION August 2020) b1morILY" L-43 . - 3147 =.A.1 'uL CEO 31 IC. 1 Fm n Fsc c acu�r rJsw ti L1 Lf -- ---- iJr�w .}. e S 1 -4, ■i. i T 4 Y 4 U Y X F IL! l ' E t •rl f E � •+R —'f � FE I i Jill PIS r r M1 9� F ll u 1 M, i h L 1Ct1W d-- 1Y �1.R ti4 4 9 + F im- r TRW 9 11�•JyJ a Page 22 Page 146 Item#12. E. Conceptual Building Elevations E _ S a ga 61 No Em No a .,,�•...•I' Imimillail Page 23 Page 147 Item#12. VIII. CITY/AGENCY COMMENTS & CONDITIONS A. PLANNING DIVISION 1. A Development Agreement(DA)is required as a provision of annexation of this property. Prior to approval of the annexation ordinance, a DA shall be entered into between the City of Meridian,the property owner(s) at the time of annexation ordinance adoption,and the developer. Currently, a fee of$303.00 shall be paid by the Applicant to the Planning Division prior to commencement of the DA. The DA shall be signed by the property owner and returned to the Planning Division within six(6)months of the City Council granting the annexation. The DA shall, at minimum, incorporate the following provisions: a. Future development of this site shall be generally consistent with the preliminary plat,landscape plan, open space exhibit, and conceptual building elevations included in Section VII and the provisions contained herein. b. This subdivision shall be eeastFueted in one ('phase and applieai#shall OR remove all of the existing s,,.,,et -es identified: ..hale 2 and develop t o fouf additional lots as proposed. c. If the existing home is to remain,the home shall connect to city services upon development. . ,it the first phase f development.-ad aeeess shall be provide 4-em a leeal stfeet E. F.,the S+.00t d. The existing home shall close its driveway access to E.Victory Rd. and take access from E. Fathom Street with development of the subdivision. e. The fixture 10-foot multi-use pathway shall be constructed at such time that Lot 2,Block 2 is either redeveloped or subdivided in the future, of develepmen4 in accord with UDC 11-3A-8 and UDC 11-313-12. The Applicant shall submit a public access easement for the fixture multi-use Page 24 Page 148 Item#12. pathway_partially located on Lot 2,Block 2. Submit easements to the Planning Division for Council approval and subsequent recordation. The easement mu be a minimum of ten G 0) feet wide,as offset from the northeast propertX line(s).Use standard City template for public access easement. Easement checklist must accompany all easement submittals. Coordinate with Kim Warren from the City of Meridian Parks Department. f. All street frontage improvements and landscaping along E.Victory Rd. shall be constructed with Phase 1 of the development. g. An additional qua4ifyiag amenity(per-UDG 11 3G 3G) sha4l be added to the h. This development shall provide no less than 37,842 square feet, or 11.82%, of qualified open space. i. For-these bets abtxttifig E.Victei=),Read, entiaafter-ial r-eadway, baeks, .-ad pop u4s),bays,b ading,per-ehes,baleenies material t"es, ether-integrated ar-ehiteetufal elemen4s to break ttp menetenetts wa4l plane j. The emergency access on Lot 1,Block 2 shall be constructed prior to any issuance of Certificate of Occupancy. k. All homes constructed in this subdivision shall be constructed with slab-on- grade foundations instead of with crawl spaces. 1. All stormwater detention facilities shall be designed to completely drain within a 12-hour period. 2. The preliminary plat included in Section VILB, and dated OIQ5/20206Q4 i 8/12/2020, prepared by Leavitt Associates Engineers,Inc., shall be revised as follows prior to submittal of the final plat application. a. Revise the-pW to show the temper-ar-y eul de sae on the seu4h side of the proposed E. Rieh,.a� et Lot 2 i 22 Bl k 1 d add o f to stating i said lot rcxcxxaxcrooix��oix�orzx vi zz, v 6c c irix xx6cc�ccrcxn that e w4 eh time as E. Ri seaSt.is eXtend b. Add a note prohibiting direct lot access via E.Victory Road. Lot 2,Block 2 shall take access from E. Fathom St in accord with UDC 11-3A-3. d. The driveway access for the existing home located on Lot 2,Block 2 shall construct said driveway access with a width of at least 15-feet in width. e. Add an additional common lot alongV ictory Road to contain the required 25- foot wide landscape street buffer or apply for Alternative Compliance with final plat submittal to request the buffer to be within an easement. 3. The landscape plan included in Section VILC, and dated 1 i20,90 n 6/2-5 020 8/13/2020, shall be revised as follows at least 10 days prior to the City Council hearing: Page 25 Page 149 Item#12. a. b. The Landseape Plan shall be eeffeeted to r-efleet open vision feneing along all pathways • c. The Landseape plan shall be revised to r-efqeet a single phase per-the e0fiditiefis in this d. eemmen let 5,Bleek 2. Said let sha4l be developed with a 20 feet wide pa-ved sifffaee and ieet=of!a-ndseaping on eaeh side in aesewith UPC-11 3B-12. e. Revise the!a-ndseape pla-m to mateh the newly revised pfeliminafy plat and show the pr-epesed eel de sae with a r-adies of 57 feet a-ad with no par-king in the eefi4en f. Revise the landscape plan to show the required frontage improvements along E. Victory Road and within its own common lot Tot 2,Bleek 2. This should include at least two (2) more trees on the eastern half of the buffer and the required vegetativeground cover as required in UDC 11-3B-5N and 11-3B-7. Submit a revised plan (electronic copy)to the Planning Division at least 10 days prior to the City Council hearing. 4. The Open Space Exhibit included in Section VII.D eeffeetions- shall be revised as f Mows- is approved as submitted. a. Slow the temper-afy..,,1 de s „ Lets 21or-22 T2leek , rather-than on the co open spaee l + b. .,,,, at Submit a revigedplan 6f4eetvonie eopyg to the Planning Divisdon at least 10 days p4oi-to the City Couneil hearing- 4c-uri2cix=cy vrr-one of the pivpv3ecrcvxiaixvirvpcn�ccve lets: 6. Future development shall be consistent with the minimum dimensional standards listed in UDC Table I I-2A-6 for all the proposed R-8 zoning districts. 7. Off-street parking is required to be provided in accord with the standards listed in UDC Table 11-3C-6 for single-family detached dwellings based on the number of bedrooms per unit. 8. Any structures that remain on the property must comply with the dimensional standards of the R-8 zone or they must be removed. 9. The Applicant shall work with staff to determine the best path forward for the required sidewalk along E.Victory Road. Page 26 Page 150 Item#12. B. PUBLIC WORKS 1. Site Specific Conditions of Approval 1.1 The street naming and addressing of any structures proposed to remain,will change to the new naming and addressing with this subdivision. 1.2 The geotechnical investigative report prepared by SITE Consulting, LLC, dated December 19,2019, and supplemental update dated October 31, 2020, indicates some very specific construction considerations due to soil conditions that result in perched groundwater. The applicant shall be responsible for the adherence of these recommendations to help ensure that groundwater does not become a problem within crawlspaces of homes.Although the Geotech report indicates that either traditional crawl spaces or slab on grade foundations are acceptable,it is highly recommended that slab on grade foundations be installed within this development to avoid any groundwater intrusion. This is the best way to eliminate the possibility of water accumulation in crawlspaces. 2. General Conditions of Approval 2.1 Applicant shall coordinate water and sewer main size and routing with the Public Works Department, and execute standard forms of easements for any mains that are required to provide service outside of a public right-of-way. Minimum cover over sewer mains is three feet, if cover from top of pipe to sub-grade is less than three feet than alternate materials shall be used in conformance of City of Meridian Public Works Departments Standard Specifications. 2.2 Per Meridian City Code(MCC),the applicant shall be responsible to install sewer and water mains to and through this development. Applicant may be eligible for a reimbursement agreement for infrastructure enhancement per MCC 8-6-5. 2.3 The applicant shall provide easement(s)for all public water/sewer mains outside of public right of way(include all water services and hydrants). The easement widths shall be 20-feet wide for a single utility, or 30-feet wide for two. The easements shall not be dedicated via the plat,but rather dedicated outside the plat process using the City of Meridian's standard forms. The easement shall be graphically depicted on the plat for reference purposes. Submit an executed easement(on the form available from Public Works), a legal description prepared by an Idaho Licensed Professional Land Surveyor,which must include the area of the easement(marked EXHIBIT A)and an 81/2"x 11"map with bearings and distances (marked EXHIBIT B) for review. Both exhibits must be sealed, signed and dated by a Professional Land Surveyor. DO NOT RECORD. Add a note to the plat referencing this document. All easements must be submitted,reviewed, and approved prior to development plan approval. 2.4 The City of Meridian requires that pressurized irrigation systems be supplied by a year- round source of water(MCC 12-13-8.3). The applicant should be required to use any existing surface or well water for the primary source. If a surface or well source is not available,a single-point connection to the culinary water system shall be required. If a single-point connection is utilized,the developer will be responsible for the payment of assessments for the common areas prior to prior to receiving development plan approval. 2.5 All existing structures that are required to be removed shall be prior to signature on the final plat by the City Engineer. Any structures that are allowed to remain shall be subject to evaluation and possible reassignment of street addressing to be in compliance with MCC. 2.6 All irrigation ditches, canals, laterals, or drains, exclusive of natural waterways, intersecting, crossing or laying adjacent and contiguous to the area being subdivided shall be addressed Page 27 Page 151 Item#12. per UDC 11-3A-6. In performing such work,the applicant shall comply with Idaho Code 42-1207 and any other applicable law or regulation. 2.7 Any existing domestic well system within this project shall be removed from domestic service per City Ordinance Section 9-1-4 and 9 4 8 contact the City of Meridian Engineering Department at(208)898-5500 for inspections of disconnection of services. Wells may be used for non-domestic purposes such as landscape irrigation if approved by Idaho Department of Water Resources Contact Robert B.Whitney at(208)334-2190. 2.8 Any existing septic systems within this project shall be removed from service per City Ordinance Section 9-1-4 and 9 4 8. Contact Central District Health for abandonment procedures and inspections(208)375-5211. 2.9 Street signs are to be in place, sanitary sewer and water system shall be approved and activated,road base approved by the Ada County Highway District and the Final Plat for this subdivision shall be recorded,prior to applying for building permits. 2.10 A letter of credit or cash surety in the amount of 110%will be required for all uncompleted fencing, landscaping, amenities, etc.,prior to signature on the final plat. 2.11 All improvements related to public life, safety and health shall be completed prior to occupancy of the structures. Where approved by the City Engineer, an owner may post a performance surety for such improvements in order to obtain City Engineer signature on the final plat as set forth in UDC 11-5C-3B. 2.12 Applicant shall be required to pay Public Works development plan review, and construction inspection fees, as determined during the plan review process,prior to the issuance of a plan approval letter. 2.13 It shall be the responsibility of the applicant to ensure that all development features comply with the Americans with Disabilities Act and the Fair Housing Act. 2.14 Applicant shall be responsible for application and compliance with any Section 404 Permitting that may be required by the Army Corps of Engineers. 2.15 Developer shall coordinate mailbox locations with the Meridian Post Office. 2.16 All grading of the site shall be performed in conformance with MCC 11-12-3H. 2.17 Compaction test results shall be submitted to the Meridian Building Department for all building pads receiving engineered backfill,where footing would sit atop fill material. 2.18 The design engineer shall be required to certify that the street centerline elevations are set a minimum of 3-feet above the highest established peak groundwater elevation. This is to ensure that the bottom elevation of the crawl spaces of homes is at least 1-foot above. 2.19 The applicants design engineer shall be responsible for inspection of all irrigation and/or drainage facility within this project that do not fall under the jurisdiction of an irrigation district or ACHD. The design engineer shall provide certification that the facilities have been installed in accordance with the approved design plans. This certification will be required before a certificate of occupancy is issued for any structures within the project. 2.20 At the completion of the project,the applicant shall be responsible to submit record drawings per the City of Meridian AutoCAD standards. These record drawings must be received and approved prior to the issuance of a certification of occupancy for any structures within the project. Page 28 Page 152 Item#12. 2.21 A street light plan will need to be included in the civil construction plans. Street light plan requirements are listed in section 6-5 of the Improvement Standards for Street Lighting. A copy of the standards can be found at http://www.meridiancity.org/public_works.aspx?id=272. 2.22 The City of Meridian requires that the owner post to the City a performance surety in the amount of 125%of the total construction cost for all incomplete sewer,water and reuse infrastructure prior to final plat signature. This surety will be verified by a line item cost estimate provided by the owner to the City. The surety can be posted in the form of an irrevocable letter of credit, cash deposit or bond. Applicant must file an application for surety,which can be found on the Community Development Department website. Please contact Land Development Service for more information at 887-2211. 2.23 The City of Meridian requires that the owner post to the City a warranty surety in the amount of 20%of the total construction cost for all completed sewer,water and reuse infrastructure for duration of two years. This surety will be verified by a line item cost estimate provided by the owner to the City. The surety can be posted in the form of an irrevocable letter of credit, cash deposit or bond. Applicant must file an application for surety,which can be found on the Community Development Department website. Please contact Land Development Service for more information at 887-2211. C. FIRE DEPARTMENT https:llweblink.meridianciU.org/WebLink/DocView.aspx?id=183649&dbid=0&r0o=MeridianC hty D. POLICE DEPARTMENT https:llweblink.meridianciU.or,g/WebLink/Doc View.aspx?id=184717&dbid=0&r0o=MeridianC ky E. PARK'S DEPARTMENT https:llweblink.meridianciU.org/WebLink/DocView.aspx?id=191519&dbid=0&r0o=MeridianC ity F. NAMPA&MERIDIAN IRRIGATION DISTRICT(NMID) https:llweblink.meridianciU.org/WebLink/DocView.aspx?id=184507&dbid=0&r0o=MeridianC hty G. CENTRAL DISTRICT HEALTH DEPARTMENT(CDH) https:llweblink.meridiancily.org/WebLink/Doc View.aspx?id=184494&dbid=0&repo=MeridianC Ry H. ADA COUNTY HIGHWAY DISTRICT(ACHD) https:llweblink.meridiancily.org/WebLink/DocView.aspx?id=185262&dbid=0&r0o=MeridianC i &cr--1 Page 29 Page 153 Item#12. I. WEST ADA SCHOOL DISTRICT(WASD) https:llweblink.meridianciU.org/WebLink/DocView.aspx?id=183904&dbid=0&repo=MeridianC hty J. COMMUNITY DEVELOPMENT SCHOOL IMPACT REVIEW https:llweblink.meridiancily.org/WebLink/Doc View.aspx?id=203757&dbid=0&repo=MeridianC hty IX. FINDINGS A. Annexation and/or Rezone(UDC 11-513-3E) Required Findings: Upon recommendation from the commission,the council shall make a full investigation and shall, at the public hearing,review the application. In order to grant an annexation and/or rezone,the council shall make the following findings: 1. The map amendment complies with the applicable provisions of the comprehensive plan; Council finds the proposed zoning map amendment to R-8 and subsequent development is consistent with the Comprehensive Plan. 2. The map amendment complies with the regulations outlined for the proposed districts, specifically the purpose statement; Council finds the proposed zoning map amendment will allow for the development of single- family detached homes, which will contribute to the range of housing opportunities available within the City consistent with the Comprehensive Plan and the purpose statement of the residential districts. 3. The map amendment shall not be materially detrimental to the public health, safety, and welfare; Council finds the proposed zoning map amendment should not be detrimental to the public health, safety and welfare. 4. The map amendment shall not result in an adverse impact upon the delivery of services by any political subdivision providing public services within the city including,but not limited to, school districts; and Council finds the proposed zoning map amendment will not result in an adverse impact on the delivery of services by any political subdivision providing public services within the City. 5. The annexation(as applicable)is in the best interest of city. Council finds the proposed annexation meets the minimum requirements but is in the best interest of the City per the Analysis in Section V and with the conditions of approval contained in Section VIII. B. Preliminary Plat Findings: In consideration of a preliminary plat,combined preliminary and final plat,or short plat, the decision-making body shall make the following findings: 1. The plat is in conformance with the Comprehensive Plan; Council finds that the proposed plat, with Staffs recommendations, is in compliance with the adopted Comprehensive Plan in regard to land use, density, transportation, and pedestrian Page 30 Page 154 Item#12. connectivity. (Please see Comprehensive Plan Policies in Section V of this report for more information) 2. Public services are available or can be made available and are adequate to accommodate the proposed development; Council finds that public services will be provided to the subject property with development. (See Section VIII of the Staff Reportfor more details from public service providers) 3. The plat is in conformance with scheduled public improvements in accord with the City's capital improvement program; Because City water and sewer and any other utilities will be provided by the development at their own cost, Council finds that the subdivision will not require the expenditure of capital improvement funds. 4. There is public financial capability of supporting services for the proposed development; Council finds there is public financial capability of supporting services for the proposed development based upon comments from the public service providers(i.e.,Police,Fire,ACHD, etc). (See Section VII for more information) 5. The development will not be detrimental to the public health, safety or general welfare; and, Council is not aware of any health, safety, or environmental problems associated with the platting of this property. ACHD considers road safety issues in their analysis and approves of the overall project. 6. The development preserves significant natural,scenic or historic features. Council is unaware of any significant natural, scenic or historic features that exist on this site that require preserving. Page 31 Page 155 Item#13. E IDIAN 'aAHO AGENDA ITEM ITEM TOPIC: AIA B133 Pre-Design and Programming Agreement for Fire Stations 7 and 8 and Police Department Substations APPROVED Page 156 Item#13. C� fIEN , IN4, IDAHG-. MEMO TO CITY COUNCIL Request to Include Topic on the City Council Agenda From: Purchasing Meeting Date: December 1, 2020 Presenter: N/A Estimated Time: N/A Topic: AIA B133 Pre-Design &Programming Agreement for Fire Stations 7 &8 and PD Substations Recommended Council Action: Approval of AIA B133 Agreement for Pre-Design and Programming of Fire Stations 7 &8 and PD Substations for the Not-To-Exceed Amount of$78,200.00 Background: Page 157 Item#13. AIA Document B1 33" - 2019 Standard Form of Agreement Between Owner and Architect, Construction Manager as Constructor Edition AGREEMENT made as of the Eighteenth day of November in the year 2020 (In words, indicate day, month and year.) ADDITIONS AND DELETIONS: The author of this document has BETWEEN the Architect's client identified as the Owner: added information needed for its (Name, legal status, address, and other information) completion.The author may also have revised the text of the original City of Meridian,and Idaho Municipal Corporation AIA standard form.An Additions and c/o Meridian Finance Department Deletions Report that notes added 33 E.Broadway Avenue information as well as revisions to the Meridian,Idaho 86342 standard form text is available from the author and should be reviewed.A vertical line in the left margin of this and the Architect: document indicates where the author (Name, legal status, address, and other information) has added necessary information and where the author has added to or Rice Fergus Miller,Inc deleted from the original AIA text. 275 51h Street,Suite 100 This document has important legal Bremerton,WA 98337 consequences.Consultation with an Telephone Number 360-377-8773 attorney is encouraged with respect to its completion or modification. This document is intended to be used for the following Project: in conjunction with AIA Documents (Name, location, and detailed description) A201-2017T1,General Conditions of the Contract for Construction; Meridian New Fire Station 7 and 8 A133-2019M Standard Form of Meridian New Police Precincts Agreement Between Owner and RFM Project Number: 2020038.01/.02 Construction Manager as Constructor where the basis of The Construction Manager(if known): payment is the Cost of the Work Plus (Name, legal status, address, and other information) a Fee with a Guaranteed Maximum Price;and Al34-2019TM" Standard To be Selected Form of Agreement Between Owner and Construction Manager as Constructor where the basis of The Owner and Architect agree as follows. payment is the Cost of the Work Plus a Fee without a Guaranteed Maximum Price.AIA Document A201 T/-2017 is adopted in this document by reference. Do not use with other general conditions unless this document is modified. Init. AIA Document B133'"—2019.Copyright @ 2014,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA," the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced by AIA software at 15:32:05 ET on 11/24/2020 under Order No.7610209206 which expires on 1 013 0/2 0 2 1,is not for resale,is licensed for one-time use only,and may onl / accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail copyright@aia.org. Page 158 User Notes: (1195 Item#13. TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECT'S RESPONSIBILITIES 3 SCOPE OF ARCHITECT'S BASIC SERVICES 4 SUPPLEMENTAL AND ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITIES 6 COST OF THE WORK 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Section 1.1. (For each item in this section, insert the information or a statement such as "not applicable"or "unknown at time of execution.') § 1.1.1 The Owner's program for the Project: (Insert the Owner's program, identify documentation that establishes the Owner's program, or state the manner in which the program will be developed.) As noted in Letter of Proposal dated November 17,2020 and attached hereto as Exhibit A § 1.1.2 The Project's physical characteristics: (Identify or describe pertinent information about the Project's physical characteristics,such as size;location; dimensions;geotechnical reports;site boundaries; topographic surveys;traffic and utility studies;availability of public and private utilities and services;legal description of the site, etc.) To be determined § 1.1.3 The Owner's budget for the Cost of the Work,as defined in Section 6.1: (Provide total and, if known, a line item breakdown.) To be determined § 1.1.4 The Owner's anticipated design and construction milestone dates: .1 Design phase milestone dates,if any: To be determined .2 Construction commencement date: To be determined Init. AIA Document B133'"—2019.Copyright @ 2014,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA," the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced by AIA software at 15:32:05 ET on 11/24/2020 under Order No.7610209206 which expires on 1 013 0/2 0 2 1,is not for resale,is licensed for one-time use only,and may onl I accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,a-mail copyright@aia.org. Page 159 User Notes: (1195 Item#13. .3 Substantial Completion date or dates: To be determined .4 Other milestone dates: To be determined § 1.1.5 The Owner intends to retain a Construction Manager pursuant to the following agreement: (Indicate agreement type) [X] AIA Document A133-2019, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price. [ ] AIA Document A134-2019, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee without a Guaranteed Maximum Price. § 1.1.6 The Owner's requirements for accelerated or fast-track design and construction,or phased construction are set forth below: (List number and type of bid/procurement packages.) None identified at this time. § 1.1.7 The Owner's anticipated Sustainable Objective for the Project: (Identify and describe the Owner's Sustainable Objective for the Project, if any) None. § 1.1.7.1 If the Owner identifies a Sustainable Objective,the Owner and Architect shall complete and incorporate AIA Document E234TM-2019, Sustainable Projects Exhibit,Construction Manager as Constructor Edition,into this Agreement to define the terms,conditions and services related to the Owner's Sustainable Objective.If E234-2019 is incorporated into this Agreement,the Owner and Architect shall incorporate the completed E234-2019 into the agreements with the consultants and contractors performing services or Work in any way associated with the Sustainable Objective. § 1.1.8 The Owner identifies the following representative in accordance with Section 5.4: (List name, address, and other contact information) Stacy Redman Facilities Project Manager City of Meridian,Public Works Department 33 E.Broadway Avenue Meridian,Idaho 83642 sredman(&meridianci, .org (Office Phone)208-489-0374 (Cell Phone)208-985-4234 (Fax)208-898-9551 § 1.1.9 The persons or entities,in addition to the Owner's representative,who are required to review the Architect's submittals to the Owner are as follows: (List name, address, and other contact information) Init. AIA Document B133'"—2019.Copyright @ 2014,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA," the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced by AIA software at 15:32:05 ET on 11/24/2020 under Order No.7610209206 which expires on 1 013 0/2 0 2 1,is not for resale,is licensed for one-time use only,and may onl I accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail copyright@aia.org. Page 160 User Notes: (1 195 Item#13. Not applicable. § 1.1.10 The Owner shall retain the following consultants and contractors: (List name, legal status, address, and other contact information.) .1 Construction Manager: (The Construction Manager is identified on the cover page.If a Construction Manager has not been retained as of the date of this Agreement,state the anticipated date of retention.If the Architect is to assist the Owner in selecting the Construction Manager, complete Section 4.1.1.1) To be determined .2 Land Surveyor: Eric CroninProject Engineereric@thelandgroupinc.com The Land Group462 E Shore Dr.#100Eagle,ID 83616 .3 Geotechnical Engineer: TBD .4 Civil Engineer: Not by Owner;included in services of Architect. .5 Other consultants and contractors: (List any other consultants and contractors retained by the Owner.) None identified at this time. § 1.1.11 The Architect identifies the following representative in accordance with Section 2.4: (List name, address, and other contact information) Gunnar R.Gladics,Project Manager ggladics@rfinarch.com phone: 360.377.8773 Rice Fergus Miller,Inc. 275 5th St.#100 Bremerton,WA 98337 § 1.1.12 The Architect shall retain the consultants identified in Sections 1.1.12.1 and 1.1.12.2: (List name, legal status, address, and other contact information) § 1.1.12.1 Consultants retained under Basic Services: .1 Structural Engineer: Judsen Williams SE Principal Engineer Judsen.williams@kpff.com Phone: 208.336.6985 412 E.Parkcenter Blvd. Suite 200 Boise,ID 83706 .2 Mechanical Engineer: Randy Drake Project Engineer rdrake@catorruma.com Init. AIA Document B133'"—2019.Copyright @ 2014,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA," the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced by AIA software at 15:32:05 ET on 11/24/2020 under Order No.7610209206 which expires on 1 013 0/2 0 2 1,is not for resale,is licensed for one-time use only,and may on I accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail copyright@aia.org. Page 161 User Notes: (1195 Item#13. Phone:208.343.3663 420 S.Orchard Street Boise,ID 83705 .3 Electrical Engineer: Kyle Olsen PE Project Engineer kolsen@caton-uma.com Phone:208.343.3663 420 S.Orchard Street Boise,ID 83705 § 1.1.12.2 Consultants retained under Supplemental Services: .4 Civil Engineer: Eric Cronin PE,Project Engineer eric@thelandgroupinc.com Phone:208.939.4041 462 E Shore Dr.#100 Eagle,ID 83616 .5 Landscape Architecture Bob Schafer,Landscape Architect bob(&thelandgroupinc.com Phone:208.939.4041 462 E Shore Dr.#100 Eagle,ID 83616 .6 IT Design Kyle Olsen PE,Project Engineer kolsenAcatorruma.c om Phone:208.343.3663 420 S. Orchard Street Boise,ID 83705 .7 Associate Architect Clint Sievers AIA,Project Architect clint(&pivotnorthdesign.com Phone:208.690.3108 1101 West Grove St. Boise,ID 83702 § 1.1.13 Other Initial Information on which the Agreement is based: § 1.2 The Owner and Architect may rely on the Initial Information.Both parties,however,recognize that the Initial Information may materially change and,in that event,the Owner and the Architect shall appropriately adjust the Architect's services,schedule for the Architect's services,and the Architect's compensation § 1.3 The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any other information or documentation in digital form. § 1.3.1 Any use of,or reliance on,all or a portion of a building information model without agreement to protocols governing the use of,and reliance on,the information contained in the model and without having those protocols set forth, shall be at the using or relying parry's sole risk and without liability to the other party and its contractors or consultants, the authors of,or contributors to,the building information model,and each of their agents and employees. Init. AIA Document B133'"—2019.Copyright @ 2014,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA," the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced by AIA software at 15:32:05 ET on 11/24/2020 under Order No.7610209206 which expires on 1 013 0/2 0 2 1,is not for resale,is licensed for one-time use only,and may on / accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail copyright@aia.org. Page 162 User Notes: (1195 Item#13. ARTICLE 2 ARCHITECT'S RESPONSIBILITIES § 2.1 The Architect shall provide professional services as set forth in this Agreement.The Architect represents that it is properly licensed in the jurisdiction where the Project is located to provide the services required by this Agreement,or shall cause such services to be performed by appropriately licensed design professionals. § 2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances.The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. § 2.3 The Architect shall provide its services in conjunction with the services of a Construction Manager as described in the agreement identified in Section 1.1.5.The Architect shall not be responsible for actions taken by the Construction Manager. § 2.4 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the Project. § 2.5 Except with the Owner's knowledge and consent,the Architect shall not engage in any activity,or accept any employment,interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project. § 2.6 Insurance.The Architect shall maintain the following insurance until termination of this Agreement.If any of the requirements set forth below are in addition to the types and limits the Architect normally maintains,the Owner shall pay the Architect as set forth in Section 11.9. § 2.6.1 Commercial General Liability with policy limits of not less thanTwo Million Dollars($2,000,000.00.)for each occurrence and Two Million Dollars($2,000,000.00.) in the aggregate for bodily injury and property damage. § 2.6.2 Automobile Liability covering vehicles owned,and non-owned vehicles used,by the Architect with policy limits of not less thanOne Million Dollars($1,000,000.00)per accident for bodily injury,death of any person,and property damage arising out of the ownership,maintenance and use of those motor vehicles,along with any other statutorily required automobile coverage. § 2.6.3 The Architect may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance,provided such primary and excess or umbrella liability insurance policies result in the same or greater coverage as the coverages required under Sections 2.6.1 and 2.6.2,and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy.The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. § 2.6.4 Workers' Compensation at statutory limits. § 2.6.5 Intentionally Deleted. § 2.6.6 Professional Liability covering negligent acts,errors and omissions in the performance of professional services, with policy limits of not less than Five Million Dollars($5,000,000.00)per claim and Five Million Dollars ($5,000,000.00)in the aggregate. § 2.6.7 Additional Insured Obligations.The Architect shall cause the primary and excess or umbrella polices for Commercial General Liability and Automobile Liability to include the Owner as an additional insured.The additional insured coverage shall be primary and non-contributory to any of the Owner's insurance policies and shall apply to both ongoing and completed operations. § 2.6.8 The Architect shall provide certificates of insurance to the Owner that evidence compliance with the requirements in this Section 2.6. Init. AIA Document B133'"—2019.Copyright @ 2014,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA," the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced by AIA software at 15:32:05 ET on 11/24/2020 under Order No.7610209206 which expires on 1 013 0/2 0 2 1,is not for resale,is licensed for one-time use only,and may on I accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail copyright@aia.org. Page 163 User Notes: (1195 Item#13. ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES § 3.1 The Architect's Basic Services consist of those described in this Article 3 and include usual and customary structural,mechanical,and electrical engineering services. Services not set forth in this Article 3 are Supplemental or Additional Services. § 3.1.1 The Architect shall manage the Architect's services,research applicable design criteria,attend Project meetings, communicate with members of the Project team,and report progress to the Owner. § 3.1.2 The Architect shall coordinate its services with those services provided by the Owner,the Construction Manager, and the Owner's consultants. The Architect shall be entitled to rely on,and shall not be responsible for,the accuracy, completeness,and timeliness of,services and information furnished by the Owner,the Construction Manager,and the Owner's consultants.The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any error,omission,or inconsistency in such services or information. § 3.1.3 As soon as practicable after the date of this Agreement,the Architect shall submit,for the Construction Manager's review and the Owner's approval,a schedule for the performance of the Architect's services.The schedule shall include design phase milestone dates,as well as the anticipated dates for the commencement of construction and for Substantial Completion of the Work as set forth in the Initial Information. The schedule shall include allowances for periods of time required for the Owner's review,for the Construction Manager's review,for the performance of the Construction Manager's Preconstruction Phase services,for the performance of the Owner's consultants,and for approval of submissions by authorities having jurisdiction over the Project.Once approved by the Owner,time limits established by the schedule shall not,except for reasonable cause,be exceeded by the Architect or Owner.With the Owner's approval, the Architect shall adjust the schedule,if necessary,as the Project proceeds until the commencement of construction. § 3.1.4 The Architect shall submit information to the Construction Manager and participate in developing and revising the Project schedule as it relates to the Architect's services.The Architect shall review and approve,or take other appropriate action upon,the portion of the Project schedule relating to the performance of the Architect's services. §3.1.5 The Architect shall not be responsible for an Owner's directive or substitution,or for the Owner's acceptance of non-conforming work,made or given without the Architect's written approval. § 3.1.6 The Architect shall,in coordination with the Construction Manager,contact governmental authorities required to approve the Construction Documents and entities providing utility services to the Project. The Architect shall respond to applicable design requirements imposed by those authorities and entities. § 3.1.7 The Architect shall assist the Owner and Construction Manager in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. § 3.1.8 Prior to the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal,or the Owner's approval of the Construction Manager's Control Estimate,as applicable,the Architect shall consider the Construction Manager's requests for substitutions and,upon written request of the Construction Manager,provide clarification or interpretations pertaining to the Drawings,Specifications,and other documents submitted by the Architect.The Architect and Construction Manager shall include the Owner in communications related to substitution requests,clarifications,and interpretations. § 3.1.9 Concept Design and Entitlement Support Services as noted in Letter of Proposal dated November 17,2020 and attached hereto as Exhibit A §3.2 Review of the Construction Manager's Guaranteed Maximum Price Proposal or Control Estimate—NOT INCLUDED IN CONTRACT OR FEE § 3.2.1 At a time to be mutually agreed upon by the Owner and the Construction Manager,the Construction Manager shall prepare,for review by the Owner and Architect,and for the Owner's acceptance or approval,a Guaranteed Maximum Price proposal or Control Estimate.The Architect shall assist the Owner in reviewing the Construction Manager's proposal or estimate.The Architect's review is not for the purpose of discovering errors,omissions,or inconsistencies;for the assumption of any responsibility for the Construction Manager's proposed means,methods,sequences,techniques,or procedures;or for the verification of any estimates of cost or estimated cost proposals.In the event that the Architect Init. AIA Document B133'"—2019.Copyright @ 2014,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA," the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced by AIA software at 15:32:05 ET on 11/24/2020 under Order No.7610209206 which expires on 1 013 0/2 0 2 1,is not for resale,is licensed for one-time use only,and may onl I accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,a-mail copyright@aia.org. Page 164 User Notes: (1195 Item#13. discovers any inconsistencies or inaccuracies in the information presented,the Architect shall promptly notify the Owner and Construction Manager. § 3.2.2 Upon authorization by the Owner,and subject to Section 4.2.1.14,the Architect shall update the Drawings, Specifications,and other documents to incorporate the agreed upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment or Control Estimate. § 3.3 Schematic Design Phase Services-NOT INCLUDED IN CONTRACT OR FEE § 3.3.1 The Architect shall review the program,and other information furnished by the Owner and Construction Manager, and shall review laws,codes,and regulations applicable to the Architect's services. § 3.3.2 The Architect shall prepare a preliminary evaluation of the Owner's program,schedule,budget for the Cost of the Work,Project site,and other Initial Information,each in terms of the other,to ascertain the requirements of the Project. The Architect shall notify the Owner of(1)any inconsistencies discovered in the information,and(2)other information or consulting services that may be reasonably needed for the Project. § 3.3.3 The Architect shall present its preliminary evaluation to the Owner and Construction Manager and shall discuss with the Owner and Construction Manager alternative approaches to design and construction of the Project.The Architect shall reach an understanding with the Owner regarding the requirements of the Project. § 3.3.4 Based on the Project requirements agreed upon with the Owner,the Architect shall prepare and present,to the Owner and Construction Manager,for the Owner's approval,a preliminary design illustrating the scale and relationship of the Project components. § 3.3.5 Based on the Owner's approval of the preliminary design,the Architect shall prepare Schematic Design Documents for Construction Manager's review and the Owner's approval.The Schematic Design Documents shall consist of drawings and other documents including a site plan,if appropriate,and preliminary building plans,sections and elevations;and may include some combination of study models,perspective sketches,or digital representations. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. § 3.3.5.1 The Architect shall consider sustainable design alternatives,such as material choices and building orientation, together with other considerations based on program and aesthetics,in developing a design that is consistent with the Owner's program,schedule and budget for the Cost of the Work.The Owner may obtain more advanced sustainable design services as a Supplemental Service under Section 4.1. § 3.3.5.2 The Architect shall consider with the Owner and the Construction Manager the value of alternative materials, building systems and equipment,together with other considerations based on program and aesthetics,in developing a design for the Project that is consistent with the Owner's program,schedule,and budget for the Cost of the Work. § 3.3.6 The Architect shall submit the Schematic Design Documents to the Owner and the Construction Manager.The Architect shall meet with the Construction Manager to review the Schematic Design Documents. § 3.3.7 Upon receipt of the Construction Manager's review comments and cost estimate at the conclusion of the Schematic Design Phase,the Architect shall take action as required under Section 6.4,and request the Owner's approval of the Schematic Design Documents.If revisions to the Schematic Design Documents are required to comply with the Owner's budget for the Cost of the Work at the conclusion of the Schematic Design Phase,the Architect shall incorporate the required revisions in the Design Development Phase. § 3.3.8 In the further development of the Drawings and Specifications during this and subsequent phases of design,the Architect shall be entitled to rely on the accuracy of the estimates of the Cost of the Work,which are to be provided by the Construction Manager under the Construction Manager's agreement with the Owner. Init. AIA Document B133'"—2019.Copyright @ 2014,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA," the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced by AIA software at 15:32:05 ET on 11/24/2020 under Order No.7610209206 which expires on 1 013 0/2 0 2 1,is not for resale,is licensed for one-time use only,and may onl I accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,a-mail copyright@aia.org. Page 165 User Notes: (1195 Item#13. § 3.4 Design Development Phase Services—NOT INCLUDED IN CONTRACT OR FEE § 3.4.1 Based on the Owner's approval of the Schematic Design Documents,and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work,the Architect shall prepare Design Development Documents for the Construction Manager's review and the Owner's approval.The Design Development Documents shall be based upon information provided,and estimates prepared by,the Construction Manager and shall illustrate and describe the development of the approved Schematic Design Documents and shall consist of drawings and other documents including plans,sections,elevations,typical construction details,and diagrammatic layouts of building systems to fix and describe the size and character of the Project as to architectural,structural,mechanical and electrical systems,and other appropriate elements.The Design Development Documents shall also include outline specifications that identify major materials and systems and establish in general their quality levels. § 3.4.2 Prior to the conclusion of the Design Development Phase,the Architect shall submit the Design Development Documents to the Owner and the Construction Manager.The Architect shall meet with the Construction Manager to review the Design Development Documents. § 3.4.3 Upon receipt of the Construction Manager's information and estimate at the conclusion of the Design Development Phase,the Architect shall take action as required under Sections 6.5 and 6.6 and request the Owner's approval of the Design Development Documents. § 3.5 Construction Documents Phase Services—NOT INCLUDED IN CONTRACT OR FEE § 3.5.1 Based on the Owner's approval of the Design Development Documents,and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work,the Architect shall prepare Construction Documents for the Construction Manager's review and the Owner's approval.The Construction Documents shall illustrate and describe the further development of the approved Design Development Documents and shall consist of Drawings and Specifications setting forth in detail the quality levels and performance criteria of materials and systems and other requirements for the construction of the Work.The Owner and Architect acknowledge that,in order to perform the Work,the Construction Manager will provide additional information,including Shop Drawings,Product Data, Samples and other similar submittals,which the Architect shall review in accordance with Section 3.6.4. § 3.5.2 The Architect shall incorporate the design requirements of governmental authorities having jurisdiction over the Project into the Construction Documents. § 3.5.3 During the development of the Construction Documents,if requested by the Owner,the Architect shall assist the Owner and Construction Manager in the development and preparation of(1)the Conditions of the Contract for Construction(General,Supplementary and other Conditions)and(2)a project manual that includes the Conditions of the Contract for Construction and Specifications,and may include sample forms. § 3.5.4 Prior to the conclusion of the Construction Documents Phase,the Architect shall submit the Construction Documents to the Owner and the Construction Manager.The Architect shall meet with the Construction Manager to review the Construction Documents. § 3.5.5 Upon receipt of the Construction Manager's information and estimate at the conclusion of the Construction Documents Phase,the Architect shall take action as required under Section 6.7,and request the Owner's approval of the Construction Documents. § 3.6 Construction Phase Services—NOT INCLUDED IN CONTRACT OR FEE § 3.6.1 General § 3.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Construction Manager as set forth below and in AIA Document A201 Tm--2017,General Conditions of the Contract for Construction.If the Owner and Construction Manager modify AIA Document A201-2017,those modifications shall not affect the Architect's services under this Agreement unless the Owner and the Architect amend this Agreement.The term"Contractor"as used in A201-2017 shall mean the Construction Manager. § 3.6.1.2 Subject to Section 4.2,the Architect's responsibility to provide Construction Phase Services commences upon the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal,the Owner's approval of Init. AIA Document B133'"—2019.Copyright @ 2014,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA," the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced by AIA software at 15:32:05 ET on 11/24/2020 under Order No.7610209206 which expires on 1 013 0/2 0 2 1,is not for resale,is licensed for one-time use only,and may onl I accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail copyright@aia.org. Page 166 User Notes: (1195 Item#13. the Construction Manager's Control Estimate,or by a written agreement between the Owner and Construction Manager which sets forth a description of the Work to be performed by the Construction Manager prior to such acceptance or approval. Subject to Section 4.2,and except as provided in Section 3.6.6.5,the Architect's responsibility to provide Construction Phase Services terminates on the date the Architect issues the final Certificate for Payment. § 3.6.1.3 The Architect shall advise and consult with the Owner and Construction Manager during the Construction Phase Services.The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Architect shall not have control over,charge of,or responsibility for the construction means,methods,techniques, sequences or procedures,or for safety precautions and programs in connection with the Work,nor shall the Architect be responsible for the Construction Manager's failure to perform the Work in accordance with the requirements of the Contract Documents.The Architect shall be responsible for the Architect's negligent acts or omissions,but shall not have control over or charge of,and shall not be responsible for,acts or omissions of the Construction Manager or of any other persons or entities performing portions of the Work. § 3.6.2 Evaluations of the Work § 3.6.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction,or as otherwise required in Section 4.2.3,to become generally familiar with the progress and quality of the portion of the Work completed,and to determine,in general,if the Work observed is being performed in a manner indicating that the Work,when fully completed,will be in accordance with the Contract Documents.However,the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work.On the basis of the site visits,the Architect shall keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and promptly report to the Owner(1)known deviations from the Contract Documents,(2)known deviations from the most recent construction schedule submitted by the Construction Manager,and(3)defects and deficiencies observed in the Work. § 3.6.2.2 The Architect has the authority to reject Work that does not conform to the Contract Documents.Whenever the Architect considers it necessary or advisable,the Architect shall have the authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents,whether or not the Work is fabricated,installed or completed.However,neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Construction Manager, Subcontractors,suppliers,their agents or employees,or other persons or entities performing portions of the Work. § 3.6.2.3 The Architect shall interpret and decide matters concerning performance under,and requirements of,the Contract Documents on written request of either the Owner or Construction Manager.The Architect's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 3.6.2.4 Interpretations and decisions of the Architect shall be consistent with the intent of,and reasonably inferable from,the Contract Documents and shall be in writing or in the form of drawings.When making such interpretations and decisions,the Architect shall endeavor to secure faithful performance by both Owner and Construction Manager,shall not show partiality to either,and shall not be liable for results of interpretations or decisions rendered in good faith.The Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. § 3.6.2.5 Unless the Owner and Construction Manager designate another person to serve as an Initial Decision Maker,as that term is defined in AIA Document A201-2017,the Architect shall render initial decisions on Claims between the Owner and Construction Manager as provided in the Contract Documents. § 3.6.3 Certificates for Payment to Construction Manager § 3.6.3.1 The Architect shall review and certify the amounts due the Construction Manager and shall issue certificates in such amounts.The Architect's certification for payment shall constitute a representation to the Owner,based on the Architect's evaluation of the Work as provided in Section 3.6.2 and on the data comprising the Construction Manager's Application for Payment,that,to the best of the Architect's knowledge,information and belief,the Work has progressed to the point indicated,the quality of the Work is in accordance with the Contract Documents,and that the Construction Manager is entitled to payment in the amount certified.The foregoing representations are subject to(1)an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion,(2)results of subsequent tests and inspections,(3)correction of minor deviations from the Contract Documents prior to completion,and(4)specific qualifications expressed by the Architect. Init. AIA Document B133'"—2019.Copyright @ 2014,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA," the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced by AIA software at 15:32:05 ET on 11/24/2020 under Order No.7610209206 which expires on 1 013 0/2 0 2 1,is not for resale,is licensed for one-time use only,and may onl I accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,a-mail copyright@aia.org. Page 167 User Notes: (1195 Item#13. § 3.6.3.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has(1)made exhaustive or continuous on-site inspections to check the quality or quantity of the Work,(2)reviewed construction means,methods, techniques,sequences or procedures,(3)reviewed copies of requisitions received from Subcontractors and suppliers and other data requested by the Owner to substantiate the Construction Manager's right to payment,or(4)ascertained how or for what purpose the Construction Manager has used money previously paid on account of the Contract Sum. § 3.6.3.3 The Architect shall maintain a record of the Applications and Certificates for Payment. § 3.6.4 Submittals § 3.6.4.1 The Architect shall review the Construction Manager's submittal schedule and shall not unreasonably delay or withhold approval of the schedule.The Architect's action in reviewing submittals shall be taken in accordance with the approved submittal schedule or,in the absence of an approved submittal schedule,with reasonable promptness while allowing sufficient time,in the Architect's professional judgment,to permit adequate review. § 3.6.4.2 The Architect shall review and approve,or take other appropriate action upon,the Construction Manager's submittals such as Shop Drawings,Product Data and Samples,but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents.Review of such submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions, quantities,and installation or performance of equipment or systems,which are the Construction Manager's responsibility. The Architect's review shall not constitute approval of safety precautions or construction means,methods,techniques, sequences or procedures.The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 3.6.4.3 If the Contract Documents specifically require the Construction Manager to provide professional design services or certifications by a design professional related to systems,materials,or equipment,the Architect shall specify the appropriate performance and design criteria that such services must satisfy.The Architect shall review and take appropriate action on Shop Drawings and other submittals related to the Work designed or certified by the Construction Manager's design professional,provided the submittals bear such professional's seal and signature when submitted to the Architect.The Architect's review shall be for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents.The Architect shall be entitled to rely upon,and shall not be responsible for,the adequacy and accuracy of the services,certifications,and approvals performed or provided by such design professionals. § 3.6.4.4 Subject to Section 4.2,the Architect shall review and respond to requests for information about the Contract Documents.The Architect shall set forth,in the Contract Documents,the requirements for requests for information. Requests for information shall include,at a minimum,a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested.The Architect's response to such requests shall be made in writing within any time limits agreed upon,or otherwise with reasonable promptness.If appropriate,the Architect shall prepare and issue supplemental Drawings and Specifications in response to the requests for information. § 3.6.4.5 The Architect shall maintain a record of submittals and copies of submittals supplied by the Construction Manager in accordance with the requirements of the Contract Documents. § 3.6.5 Changes in the Work § 3.6.5.1 The Architect may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time.Subject to Section 4.2,the Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. § 3.6.5.2 The Architect shall maintain records relative to changes in the Work. § 3.6.6 Project Completion—NOT INCLUDED IN CONTRACT OR FEE § 3.6.6.1 The Architect shall: .1 conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; Init. AIA Document B133'"—2019.Copyright @ 2014,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA," the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced by AIA software at 15:32:05 ET on 11/24/2020 under Order No.7610209206 which expires on 1 013 0/2 0 2 1,is not for resale,is licensed for one-time use only,and may onl I accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail copyright@aia.org. Page 168 User Notes: (1195 Item#13. .2 issue Certificates of Substantial Completion; .3 forward to the Owner,for the Owner's review and records,written warranties and related documents required by the Contract Documents and received from the Construction Manager;and .4 issue a final Certificate for Payment based upon a final inspection indicating that,to the best of the Architect's knowledge,information,and belief,the Work complies with the requirements of the Contract Documents. § 3.6.6.2 The Architect's inspections shall be conducted with the Owner to(1)check conformance of the Work with the requirements of the Contract Documents and(2)verify the accuracy and completeness of the list submitted by the Construction Manager of Work to be completed or corrected. § 3.6.6.3 When Substantial Completion has been achieved,the Architect shall inform the Owner about the balance of the Contract Sum remaining to be paid the Construction Manager,including the amount to be retained from the Contract Sum, if any,for final completion or correction of the Work. § 3.6.6.4 The Architect shall forward to the Owner the following information received from the Construction Manager:(1) consent of surety or sureties,if any,to reduction in or partial release of retainage or the making of final payment;(2) affidavits,receipts,releases and waivers of liens,or bonds indemnifying the Owner against liens;and(3)any other documentation required of the Construction Manager under the Contract Documents. § 3.6.6.5 Upon request of the Owner,and prior to the expiration of one year from the date of Substantial Completion,the Architect shall,without additional compensation,conduct a meeting with the Owner to review the facility operations and performance. ARTICLE 4 SUPPLEMENTAL AND ADDITIONAL SERVICES § 4.1 Supplemental Services § 4.1.1 The services listed below are not included in Basic Services but may be required for the Project.The Architect shall provide the listed Supplemental Services only if specifically designated in the table below as the Architect's responsibility,and the Owner shall compensate the Architect as provided in Section 11.2.Unless otherwise specifically addressed in this Agreement,if neither the Owner nor the Architect is designated,the parties agree that the listed Supplemental Service is not being provided for the Project. (Designate the Architect's Supplemental Services and the Owner's Supplemental Services required for the Project by indicating whether the Architect or Owner shall be responsible for providing the identified Supplemental Service.Insert a description of the Supplemental Services in Section 4.1.2 below or attach the description of services as an exhibit to this Agreement.) Init. AIA Document B133'"—2019.Copyright @ 2014,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA," the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced by AIA software at 15:32:05 ET on 11/24/2020 under Order No.7610209206 which expires on 1 013 0/2 0 2 1,is not for resale,is licensed for one-time use only,and may onl I accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail copyright@aia.org. Page 169 User Notes: (1 195 Item#13. Supplemental Services Responsibility Architect, Owner, or notprovided) 4.1.1.1 Assistance with Selection of Construction Manager Architect per Exhibit A 4.1.1.2 Programming Architect per Exhibit A 4.1.1.3 Multiple Preliminary Designs Not Provided 4.1.1.4 Measured drawings Not Provided 4.1.1.5 Existing facilities surveys Not Provided 4.1.1.6 Site evaluation and planning Not Provided 4.1.1.7 Building Information Model management responsibilities Not Provided § 4.1.1.8 Development of Building Information Models for post Not Provided construction use 4.1.1.9 Civil engineering Not Provided 4.1.1.10 Landscape design Not Provided 4.1.1.11 Architectural interior design Not Provided 4.1.1.12 Value analysis Not Provided 4.1.1.13 Cost estimating Not Provided 4.1.1.14 On-site project representation Not Provided 4.1.1.15 Conformed documents for construction Not Provided 4.1.1.16 As-designed record drawings Not Provided 4.1.1.17 As-constructed record drawings Not Provided 4.1.1.18 Post-occupancy evaluation Not Provided 4.1.1.19 Facility support services Not Provided 4.1.1.20 Tenant-related services Not Provided 4.1.1.21 Architect's coordination of the Owner's consultants Not Provided 4.1.1.22 Telecommunications/data design Not Provided 4.1.1.23 Security evaluation and planning Not Provided 4.1.1.24 Commissioning Not Provided 4.1.1.25 Sustainable Project Services pursuant to Section 4.1.3 Not Provided 4.1.1.26 Historic preservation Not Provided 4.1.1.27 Furniture,furnishings,and equipment design Not Provided 4.1.1.28 Other services provided by specialty Consultants Not Provided 4.1.1.29 Other Supplemental Services Not Provided 4.1.1.30 Entitlements Architect per Exhibit A § 4.1.2 Description of Supplemental Services § 4.1.2.1 A description of each Supplemental Service identified in Section 4.1.1 as the Architect's responsibility is provided in Exhibit A. § 4.1.2.2 A description of each Supplemental Service identified in Section 4.1.1 as the Owner's responsibility is provided below. (Paragraphs deleted) None § 4.1.3 Intentionally Deleted. Init. AIA Document B133'"—2019.Copyright @ 2014,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA," the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced by AIA software at 15:32:05 ET on 11/24/2020 under Order No.7610209206 which expires on 1 013 0/2 0 2 1,is not for resale,is licensed for one-time use only,and may onl I accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,a-mail copyright@aia.org. Page 170 User Notes: (1195 Item#13. § 4.2 Architect's Additional Services The Architect may provide Additional Services after execution of this Agreement without invalidating the Agreement. Except for services required due to the fault of the Architect,any Additional Services provided in accordance with this Section 4.2 shall entitle the Architect to compensation pursuant to Section 11.3 and an appropriate adjustment in the Architect's schedule. § 4.2.1 Upon recognizing the need to perform the following Additional Services,the Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need.The Architect shall not proceed to provide the following Additional Services until the Architect receives the Owner's written authorization: .1 Services necessitated by a change in the Initial Information,previous instructions or recommendations given by the Construction Manager or the Owner,approvals given by the Owner,or a material change in the Project including size,quality,complexity,the Owner's schedule or budget for Cost of the Work,or bid packages in addition to those listed in Section 1.1.6; .2 Making revisions in Drawings, Specifications,or other documents(as required pursuant to Section 6.7), when such revisions are required because the Construction Manager's estimate of the Cost of the Work, Guaranteed Maximum Price proposal,or Control Estimate exceeds the Owner's budget,except where such excess is due to changes initiated by the Architect in scope,capacities of basic systems,or the kinds and quality of materials,finishes,or equipment; .3 Services necessitated by the enactment or revision of codes,laws,or regulations,including changing or editing previously prepared Instruments of Service; .4 Changing or editing previously prepared Instruments of Service necessitated by official interpretations of applicable codes,laws or regulations that are either(a)contrary to specific interpretations by the applicable authorities having jurisdiction made prior to the issuance of the building permit,or(b)contrary to requirements of the Instruments of Service when those Instruments of Service were prepared in accordance with the applicable standard of care; .5 Services necessitated by decisions of the Owner or Construction Manager not rendered in a timely manner or any other failure of performance on the part of the Owner or the Owner's consultants or contractors; .6 Preparing digital models or other design documentation for transmission to the Owner's consultants and contractors,or to other Owner-authorized recipients; .7 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner or Construction Manager; .8 Preparation for,and attendance at,a public presentation,meeting or hearing; .9 Preparation for,and attendance at,a dispute resolution proceeding or legal proceeding,except where the Architect is party thereto; .10 Consultation concerning replacement of Work resulting from fire or other cause during construction;or .11 Assistance to the Initial Decision Maker,if other than the Architect; .12 Services necessitated by replacement of the Construction Manager or conversion of the Construction Manager as constructor project delivery method to an alternative project delivery method; .13 Services necessitated by the Owner's delay in engaging the Construction Manager; .14 Making revisions to the Drawings,Specifications,and other documents resulting from agreed-upon assumptions and clarifications included in the Guaranteed Maximum Price Amendment or Control Estimate;and .15 Making revisions to the Drawings,Specifications,and other documents resulting from substitutions included in the Guaranteed Maximum Price Amendment or Control Estimate. § 4.2.2 To avoid delay in the Construction Phase,the Architect shall provide the following Additional Services,notify the Owner with reasonable promptness,and explain the facts and circumstances giving rise to the need.If,upon receipt of the Architect's notice,the Owner determines that all or parts of the services are not required,the Owner shall give prompt written notice to the Architect of the Owner's determination.The Owner shall compensate the Architect for the services provided prior to the Architect's receipt of the Owner's notice: .1 Reviewing a Construction Manager's submittal out of sequence from the submittal schedule approved by the Architect; .2 Responding to the Construction Manager's requests for information that are not prepared in accordance with the Contract Documents or where such information is available to the Construction Manager from a careful study and comparison of the Contract Documents,field conditions,other Owner-provided information,Construction Manager-prepared coordination drawings,or prior Project correspondence or documentation; Init. AIA Document B133'"—2019.Copyright @ 2014,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA," the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced by AIA software at 15:32:05 ET on 11/24/2020 under Order No.7610209206 which expires on 1 013 0/2 0 2 1,is not for resale,is licensed for one-time use only,and may onl I accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail copyright@aia.org. Page 171 User Notes: (1195 Item#13. .3 Preparing Change Orders,and Construction Change Directives that require evaluation of the Construction Manager's proposals and supporting data,or the preparation or revision of Instruments of Service; .4 Evaluating an extensive number of Claims as the Initial Decision Maker;or .5 Evaluating substitutions proposed by the Owner or Construction Manager and making subsequent revisions to Instruments of Service resulting therefrom. § 4.2.3 The Architect shall provide Construction Phase Services exceeding the limits set forth below as Additional Services.When the limits below are reached,the Architect shall notify the Owner:NOT INCLUDED IN CONTRACT OR FEE. .1 ( )reviews of each Shop Drawing,Product Data item,sample and similar submittals of the Construction Manager .2 ( )visits to the site by the Architect during construction .3 ( )inspections for any portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents .4 ( )inspections for any portion of the Work to determine final completion § 4.2.4 Except for services required under Section 3.6.6.5 and those services that do not exceed the limits set forth in Section 4.2.3,Construction Phase Services provided more than 60 days after(1)the date of Substantial Completion of the Work or(2)the initial date of Substantial Completion identified in the agreement between the Owner and Contractor, whichever is earlier,shall be compensated as Additional Services to the extent the Architect incurs additional cost in providing those Construction Phase Services. § 4.2.5 If the services covered by this Agreement have not been completed within twelve(12)months of the date of this Agreement,through no fault of the Architect,extension of the Architect's services beyond that time shall be compensated as Additional Services. ARTICLE 5 OWNER'S RESPONSIBILITIES § 5.1 Unless otherwise provided for under this Agreement,the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project,including a written program which shall set forth the Owner's objectives;schedule;constraints and criteria,including space requirements and relationships;flexibility;expandability; special equipment;systems;and site requirements. § 5.2 The Owner shall retain a Construction Manager to provide services,duties,and responsibilities as described in the agreement selected in Section 1.1.5. § 5.3 The Owner shall establish the Owner's budget for the Project,including(1)the budget for the Cost of the Work as defined in Section 6.1; (2)the Owner's other costs;and,(3)reasonable contingencies related to all of these costs.The Owner shall update the Owner's budget for the Project as necessary throughout the duration of the Project until final completion.If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work,the Owner shall notify the Architect and Construction Manager.The Owner and the Architect,in consultation with the Construction Manager,shall thereafter agree to a corresponding change in the Project's scope and quality. § 5.3.1 The Owner acknowledges that accelerated,phased or fast-track scheduling provides a benefit,but also carries with it associated risks. Such risks include the Owner incurring costs for the Architect to coordinate and redesign portions of the Project affected by procuring or installing elements of the Project prior to the completion of all relevant Construction Documents,and costs for the Construction Manager to remove and replace previously installed Work.If the Owner selects accelerated,phased or fast-track scheduling,the Owner agrees to include in the budget for the Project sufficient contingencies to cover such costs. § 5.4 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project.The Owner shall render decisions and approve the Architect's submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. § 5.5 The Owner shall furnish surveys to describe physical characteristics,legal limitations and utility locations for the site of the Project,and a written legal description of the site.The surveys and legal information shall include,as applicable,grades and lines of streets,alleys,pavements and adjoining property and structures;designated wetlands; adjacent drainage;rights-of-way,restrictions,easements,encroachments,zoning,deed restrictions,boundaries and Init. AIA Document B133'"—2019.Copyright @ 2014,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA," the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced by AIA software at 15:32:05 ET on 11/24/2020 under Order No.7610209206 which expires on 1 013 0/2 0 2 1,is not for resale,is licensed for one-time use only,and may on I accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail copyright@aia.org. Page 172 User Notes: (1195 Item#13. contours of the site;locations,dimensions,and other necessary data with respect to existing buildings,other improvements and trees;and information concerning available utility services and lines,both public and private,above and below grade,including inverts and depths.All the information on the survey shall be referenced to a Project benchmark. § 5.6 The Owner shall furnish services of geotechnical engineers,which may include test borings,test pits,determinations of soil bearing values,percolation tests,evaluations of hazardous materials,seismic evaluation,ground corrosion tests and resistivity tests,including necessary operations for anticipating subsoil conditions,with written reports and appropriate recommendations. § 5.7 The Owner shall provide the Supplemental Services designated as the Owner's responsibility in Section 4.1.1. § 5.8 If the Owner identified a Sustainable Objective in Article 1,the Owner shall fulfill its responsibilities as required in AIA Document E234Tm--2019,Sustainable Projects Exhibit,Construction Manager as Constructor Edition,attached to this Agreement. § 5.9 The Owner shall coordinate the services of its own consultants with those services provided by the Architect.Upon the Architect's request,the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner's consultants.The Owner shall furnish the services of consultants other than those designated as the responsibility of the Architect in this Agreement,or authorize the Architect to furnish them as an Additional Service,when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project.The Owner shall require that its consultants and contractors maintain insurance,including professional liability insurance,as appropriate to the services or work provided. § 5.10 The Owner shall furnish tests,inspections and reports required by law or the Contract Documents,such as structural,mechanical,and chemical tests,tests for air and water pollution,and tests for hazardous materials. § 5.11 The Owner shall furnish all legal,insurance and accounting services,including auditing services,that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 5.12 The Owner shall provide prompt written notice to the Architect and Construction Manager if the Owner becomes aware of any fault or defect in the Project,including errors,omissions or inconsistencies in the Architect's Instruments of Service. § 5.13 The Owner shall include the Architect in all communications with the Construction Manager that relate to or affect the Architect's services or professional responsibilities.The Owner shall promptly notify the Architect of the substance of any direct communications between the Owner and the Construction Manager otherwise relating to the Project. Communications by and with the Architect's consultants shall be through the Architect. § 5.14 The Owner shall coordinate the Architect's duties and responsibilities set forth in the Agreement between the Owner and the Construction Manager with the Architect's services set forth in this Agreement.The Owner shall provide the Architect a copy of the executed agreement between the Owner and Construction Manager,including the General Conditions of the Contract for Construction. § 5.15 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and shall obligate the Construction Manager to provide the Architect access to the Work wherever it is in preparation or progress. § 5.16 Within 15 days after receipt of a written request from the Architect,the Owner shall furnish the requested information as necessary and relevant for the Architect to evaluate,give notice of,or enforce lien rights. ARTICLE 6 COST OF THE WORK § 6.1 For purposes of this Agreement,the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include the Construction Manager's general conditions costs, overhead,and profit.The Cost of the Work also includes the reasonable value of labor,materials,and equipment,donated to,or otherwise furnished by,the Owner.The Cost of the Work does not include the compensation of the Architect;the compensation of the Construction Manager for Preconstruction Phase services;the costs of the land,rights-of-way, financing,or contingencies for changes in the Work;or other costs that are the responsibility of the Owner. Init. AIA Document B133'"—2019.Copyright @ 2014,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA," the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced by AIA software at 15:32:05 ET on 11/24/2020 under Order No.7610209206 which expires on 1 013 0/2 0 2 1,is not for resale,is licensed for one-time use only,and may onl I accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,a-mail copyright@aia.org. Page 173 User Notes: (1195 Item#13. § 6.2 The Owner's budget for the Cost of the Work is provided in the Initial Information,and shall be adjusted throughout the Project as required under Sections 5.3 and 6.4.Evaluations of the Owner's budget for the Cost of the Work represent the Architect's judgment as a design professional. § 6.3 The Owner shall require the Construction Manager to include appropriate contingencies for design,bidding or negotiating,price escalation,and market conditions in estimates of the Cost of the Work.The Architect shall be entitled to rely on the accuracy and completeness of estimates of the Cost of the Work the Construction Manager prepares as the Architect progresses with its Basic Services.The Architect shall prepare,as an Additional Service,revisions to the Drawings,Specifications or other documents required due to the Construction Manager's inaccuracies or incompleteness in preparing cost estimates,or due to market conditions the Architect could not reasonably anticipate.The Architect may review the Construction Manager's estimates solely for the Architect's guidance in completion of its services,however, the Architect shall report to the Owner any material inaccuracies and inconsistencies noted during any such review. § 6.3.1 If the Architect is providing cost estimating services as a Supplemental Service,and a discrepancy exists between the Construction Manager's cost estimates and the Architect's cost estimates,the Architect and the Construction Manager shall work together to reconcile the cost estimates. § 6.4 If,prior to the conclusion of the Design Development Phase,the Construction Manager's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the Work,the Architect,in consultation with the Construction Manager, shall make appropriate recommendations to the Owner to adjust the Project's size,quality or budget for the Cost of the Work,and the Owner shall cooperate with the Architect in making such adjustments. § 6.5 If the Construction Manager's estimate of the Cost of the Work at the conclusion of the Design Development Phase exceeds the Owner's budget for the Cost of the Work,the Owner shall .1 give written approval of an increase in the budget for the Cost of the Work; .2 intentionally deleted.3 in consultation with the Architect and Construction Manager,revise the Project program,scope,or quality as required to reduce the Cost of the Work;or .4 implement any other mutually acceptable alternative. § 6.6 If the Owner chooses to proceed under Section 6.5.3,the Architect,without additional compensation,shall incorporate the revisions in the Construction Documents Phase as necessary to comply with the Owner's budget for the Cost of the Work at the conclusion of the Design Development Phase Services,or the budget as adjusted under Section 6.5.1. The Architect's revisions in the Construction Documents Phase shall be the limit of the Architect's responsibility under this Article 6. § 6.7 After incorporation of modifications under Section 6.6,the Architect shall,as an Additional Service,make any required revisions to the Drawings, Specifications or other documents necessitated by the Construction Manager's subsequent cost estimates,the Guaranteed Maximum Price proposal,or Control Estimate that exceed the Owner's budget for the Cost of the Work,except when the excess is due to changes initiated by the Architect in scope,basic systems,or the kinds and quality of materials,finishes or equipment. ARTICLE 7 COPYRIGHTS AND LICENSES § 7.1 The Architect and the Owner warrant that in transmitting Instruments of Service,or any other information,the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. § 7.2 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service,including the Drawings and Specifications,and shall retain all common law,statutory and other reserved rights,including copyrights.Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved rights of the Architect and the Architect's consultants. § 7.3 The Architect grants to the Owner a nonexclusive license to use the Architect's Instruments of Service solely and exclusively for purposes of constructing,using,maintaining,altering and adding to the Project,provided that the Owner substantially performs its obligations under this Agreement,including prompt payment of all sums due,pursuant to Article 9 and Article 11.The Architect shall obtain similar nonexclusive licenses from the Architect's consultants Init. AIA Document B133'"—2019.Copyright @ 2014,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA," the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced by AIA software at 15:32:05 ET on 11/24/2020 under Order No.7610209206 which expires on 1 013 0/2 0 2 1,is not for resale,is licensed for one-time use only,and may onl I accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,a-mail copyright@aia.org. Page 174 User Notes: (1195 Item#13. consistent with this Agreement. The license granted under this section permits the Owner to authorize the Construction Manager,Subcontractors,Sub-subcontractors,and suppliers,as well as the Owner's consultants and separate contractors, to reproduce applicable portions of the Instruments of Service,subject to any protocols established pursuant to Section 1.3,solely and exclusively for use in performing services or construction for the Project.If the Architect rightfully terminates this Agreement for cause as provided in Section 9.4,the license granted in this Section 7.3 shall terminate. § 7.3.1 In the event the Owner uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the Architect and Architect's consultant(s)from all claims and causes of action arising from such uses. The Owner,to the extent permitted by law,further agrees to indemnify and hold harmless the Architect and its consultants from all costs and expenses,including the cost of defense,related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner's use of the Instruments of Service under this Section 7.3.1.The terms of this Section 7.3.1 shall not apply if the Owner rightfully terminates this Agreement for cause under Section 9.4. § 7.4 Except for the licenses granted in this Article 7,no other license or right shall be deemed granted or implied under this Agreement.The Owner shall not assign,delegate,sublicense,pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect.Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants. § 7.5 Except as otherwise stated in Section 7.3,the provisions of this Article 7 shall survive the termination of this Agreement. ARTICLE 8 CLAIMS AND DISPUTES § 8.1 General § 8.1.1 The Owner and Architect shall commence all claims and causes of action against the other and arising out of or related to this Agreement,whether in contract,tort,or otherwise,in accordance with the requirements of the binding dispute resolution method selected in this Agreement and within the period specified by applicable law,but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Architect waive all claims and causes of action not commenced in accordance with this Section 8.1.1. § 8.1.2 To the extent damages are covered by property insurance,the Owner and Architect waive all rights against each other and against the contractors,consultants,agents and employees of the other for damages,except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A201-2017,General Conditions of the Contract for Construction. The Owner or the Architect,as appropriate,shall require of the Construction Manager,contractors, consultants,agents and employees of any of them,similar waivers in favor of the other parties enumerated herein. § 8.1.3 The Architect shall indemnify and hold the Owner and the Owner's officers and employees harmless from and against damages,losses and judgments arising from claims by third parties,including reasonable attorneys' fees and expenses recoverable under applicable law,but only to the extent they are caused by the negligent acts or omissions of the Architect,its employees and its consultants in the performance of professional services under this Agreement.The Architect's obligation to indemnify and hold the Owner and the Owner's officers and employees harmless does not include a duty to defend.The Architect's duty to indemnify the Owner under this Section 8.1.3 shall be limited to the available proceeds of the insurance coverage required by this Agreement. § 8.1.4 The Architect and Owner waive consequential damages for claims,disputes,or other matters in question arising out of or relating to this Agreement.This mutual waiver is applicable,without limitation,to all consequential damages due to either parry's termination of this Agreement,except as specifically provided in Section 9.7. § 8.2 Mediation § 8.2.1 Any claim,dispute,or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution.If such matter relates to or is the subject of a lien arising out of the Architect's services,the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution. § 8.2.2 The Owner and Architect shall endeavor to resolve claims,disputes and other matters in question between them by mediation,which,unless the parties mutually agree otherwise,shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of this Agreement.A Init. AIA Document B133'"—2019.Copyright @ 2014,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA," the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced by AIA software at 15:32:05 ET on 11/24/2020 under Order No.7610209206 which expires on 1 013 0/2 0 2 1,is not for resale,is licensed for one-time use only,and may onl I accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,a-mail copyright@aia.org. Page 175 User Notes: (1195 Item#13. request for mediation shall be made in writing,delivered to the other parry to this Agreement,and filed with the person or entity administering the mediation.The request may be made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but,in such event,mediation shall proceed in advance of binding dispute resolution proceedings,which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order.If an arbitration proceeding is stayed pursuant to this section,the parties may nonetheless proceed to the selection of the arbitrator(s)and agree upon a schedule for later proceedings. § 8.2.3 The parties shall share the mediator's fee and any filing fees equally.The mediation shall be held in the place where the Project is located,unless another location is mutually agreed upon.Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2,the method of binding dispute resolution shall be the following: (Check the appropriate box) [ ] Arbitration pursuant to Section 8.3 of this Agreement [X] Litigation in a court of competent jurisdiction [ ] Other: (Specify) If the Owner and Architect do not select a method of binding dispute resolution,or do not subsequently agree in writing to a binding dispute resolution method other than litigation,the dispute will be resolved in a court of competent jurisdiction. (Paragraphs deleted) § 8.3 Intentionally Deleted ARTICLE 9 TERMINATION OR SUSPENSION § 9.1 If the Owner fails to make payments to the Architect in accordance with this Agreement,such failure shall be considered substantial nonperformance and cause for termination or,at the Architect's option,cause for suspension of performance of services under this Agreement.If the Architect elects to suspend services,the Architect shall give seven days'written notice to the Owner before suspending services.In the event of a suspension of services,the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services.Before resuming services,the Owner shall pay the Architect all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services.The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.2 If the Owner suspends the Project,the Architect shall be compensated for services performed prior to notice of such suspension.When the Project is resumed,the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services.The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Architect, the Architect may terminate this Agreement by giving not less than seven days'written notice. § 9.4 Either party may terminate this Agreement upon not less than seven days'written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. § 9.5 The Owner may terminate this Agreement upon not less than seven days'written notice to the Architect for the Owner's convenience and without cause. § 9.6 If the Owner terminates this Agreement for its convenience pursuant to Section 9.5,or the Architect terminates this Agreement pursuant to Section 9.3,the Owner shall compensate the Architect for services performed prior to termination, Init. AIA Document B133'"—2019.Copyright @ 2014,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA," the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced by AIA software at 15:32:05 ET on 11/24/2020 under Order No.7610209206 which expires on 1 013 0/2 0 2 1,is not for resale,is licensed for one-time use only,and may onl I accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail copyright@aia.org. Page 176 User Notes: (1195 Item#13. Reimbursable Expenses incurred,and costs attributable to termination,including the costs attributable to the Architect's termination of consultant agreements. § 9.7 (Paragraphs deleted) Intentionally Deleted § 9.8 Intentionally Deleted § 9.9 The Owner's rights to use the Architect's Instruments of Service in the event of a termination of this Agreement are set forth in Article 7 and Section 9.7. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the place where the Project is located,excluding that jurisdiction's choice of law rules.If the parties have selected arbitration as the method of binding dispute resolution,the Federal Arbitration Act shall govern Section 8.3. § 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201-2017,General Conditions of the Contract for Construction,except as modified in this Agreement.The term"Contractor"as used in A201-2017 shall mean the Construction Manager. § 10.3 The Owner and Architect,respectively,bind themselves,their agents,successors,assigns,and legal representatives to this Agreement.Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other,except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement,including any payments due to the Architect by the Owner prior to the assignment. § 10.4 If the Owner requests the Architect to execute certificates,the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution.If the Owner requests the Architect to execute consents reasonably required to facilitate assignment to a lender,the Architect shall execute all such consents that are consistent with this Agreement,provided the proposed consent is submitted to the Architect for review at least 14 days prior to execution.The Architect shall not be required to execute certificates or consents that would require knowledge,services,or responsibilities beyond the scope of this Agreement. § 10.5 Nothing contained in this Agreement shall create a contractual relationship with,or a cause of action in favor of,a third party against either the Owner or Architect. § 10.6 Unless otherwise required in this Agreement,the Architect shall have no responsibility for the discovery,presence, handling,removal or disposal of,or exposure of persons to,hazardous materials or toxic substances in any form at the Project site. § 10.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials.The Architect shall be given reasonable access to the completed Project to make such representations.However,the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary.The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project.This Section 10.7 shall survive the termination of this Agreement unless the Owner terminates this Agreement for cause pursuant to Section 9.4. § 10.8 If the Architect or Owner receives information specifically designated as"confidential"or"business proprietary," the receiving party shall keep such information strictly confidential and shall not disclose it to any other person except as set forth in Section 10.8.1.This Section 10.8 shall survive the termination of this Agreement. § 10.8.1 The receiving party may disclose"confidential"or"business proprietary"information after 7 days'notice to the other party,when required by law,arbitrator's order,or court order,including a subpoena or other form of compulsory legal process issued by a court or governmental entity,or to the extent such information is reasonably necessary for the Init. AIA Document B133'"—2019.Copyright @ 2014,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA," the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced by AIA software at 15:32:05 ET on 11/24/2020 under Order No.7610209206 which expires on 1 013 0/2 0 2 1,is not for resale,is licensed for one-time use only,and may onl I accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail copyright@aia.org. Page 177 User Notes: (1195 Item#13. receiving party to defend itself in any dispute.The receiving party may also disclose such information to its employees, consultants,or contractors in order to perform services or work solely and exclusively for the Project,provided those employees,consultants and contractors are subject to the restrictions on the disclosure and use of such information as set forth in this Section 10.8. § 10.9 The invalidity of any provision of the Agreement shall not invalidate the Agreement or its remaining provisions.If it is determined that any provision of the Agreement violates any law,or is otherwise invalid or unenforceable,then that provision shall be revised to the extent necessary to make that provision legal and enforceable.In such case the Agreement shall be construed,to the fullest extent permitted by law,to give effect to the parties'intentions and purposes in executing the Agreement. ARTICLE 11 COMPENSATION § 11.1 For the Architect's Basic Services described under Article 3,the Owner shall compensate the Architect as follows: .1 Stipulated Sum (Paragraphs deleted) As noted in Exhibit A § 11.2 For the Architect's Supplemental Services designated in Section 4.1.1 and for any Sustainability Services required pursuant to Section 4.1.3,the Owner shall compensate the Architect as follows: (Insert amount of, or basis for, compensation.If necessary, list specific services to which particular methods of compensation apply) § 11.3 For Additional Services that may arise during the course of the Project,including those under Section 4.2,the Owner shall compensate the Architect as follows: (Paragraphs deleted) To be negotiated prior to the performance of Additional Services. § 11.4 Compensation for Supplemental and Additional Services of the Architect's consultants when not included in Sections 11.2 or 11.3,shall be the amount invoiced to the Architect plus percent( %),or as follows:Not Applicable. § 11.5 When compensation for Basic Services is based on a stipulated sum or a percentage basis,the proportion of compensation for each phase of services shall be as follows:NOT APPLICABLE Schematic Design Phase percent ( %) Design Development Phase percent ( %) Construction Documents Phase percent ( %) Construction Phase percent ( %) Total Basic Compensation one hundred percent ( 100 %) The Owner acknowledges that with an accelerated Project delivery,multiple bid package process,or Construction Manager as constructor project delivery method,the Architect may be providing its services in multiple Phases simultaneously.Therefore,the Architect shall be permitted to invoice monthly in proportion to services performed in each Phase of Services,as appropriate. § 11.6 When compensation identified in Section 11.1 is on a percentage basis,progress payments for each phase of Basic Services shall be calculated by multiplying the percentages identified in this Article by the Owner's most recent budget Init. AIA Document B133'"—2019.Copyright @ 2014,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA," the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced by AIA software at 15:32:05 ET on 11/24/2020 under Order No.7610209206 which expires on 1 013 0/2 0 2 1,is not for resale,is licensed for one-time use only,and may onl I accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail copyright@aia.org. Page 178 User Notes: (1195 Item#13. for the Cost of the Work.Compensation paid in previous progress payments shall not be adjusted based on subsequent updates to the Owner's budget for the Cost of the Work. § 11.6.1 When compensation is on a percentage basis and any portions of the Project are deleted or otherwise not constructed,compensation for those portions of the Project shall be payable to the extent services are performed on those portions.The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. § 11.7 The hourly billing rates for services of the Architect and the Architect's consultants are set forth below.The rates shall be adjusted in accordance with the Architect's and Architect's consultants'normal review practices. (If applicable, attach an exhibit of hourly billing rates or insert them below) Per ATTACHED 2020 Billing Rates on attached Exhibit A for Rice Fergus Miller and Pivot North Architects § 11.8 Compensation for Reimbursable Expenses § 11.8.1 Reimbursable Expenses are in addition to compensation for Basic,Supplemental,and Additional Services and include expenses incurred by the Architect and the Architect's consultants directly related to the Project,as follows: .1 Transportation and authorized out-of-town travel and subsistence per allowance set forth in Exhibit A; .2 Long distance services,dedicated data and communication services,teleconferences,Project web sites, and extranets; .3 Permitting and other fees required by authorities having jurisdiction over the Project; .4 Printing,reproductions,plots,and standard form documents; .5 Postage,handling,and delivery; .6 Deleted .7 Renderings,physical models,mock-ups,professional photography,and presentation materials requested by the Owner or required for the Project; .8 Deleted .9 All taxes levied on professional services and on reimbursable expenses; .10 .11 Deleted .12 Deleted. (Paragraph deleted) § 11.9 Deleted § 11.10 Payments to the Architect § 11.10.1 Initial Payments § 11.10.1.1 An initial payment of zero dollars($0.00)shall be made upon execution of this Agreement and is the minimum payment under this Agreement.It shall be credited to the Owner's account in the final invoice. § 11.10.1.2 Deleted § 11.10.2 Progress Payments § 11.10.2.1 Unless otherwise agreed,payments for services shall be made monthly in proportion to services performed. Payments are due and payable net 30 from the Owner're receipt of a correct invoice. (Insert rate of monthly or annual interest agreed upon.) Zero percentage(%0) Init. AIA Document B133'"—2019.Copyright @ 2014,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA," the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced by AIA software at 15:32:05 ET on 11/24/2020 under Order No.7610209206 which expires on 1 013 0/2 0 2 1,is not for resale,is licensed for one-time use only,and may onl I accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail copyright@aia.org. Page 179 User Notes: (1 195 Item#13. § 11.10.2.2 The Owner shall not withhold amounts from the Architect's compensation to impose a penalty or liquidated damages on the Architect,or to offset sums requested by or paid to contractors for the cost of changes in the Work,unless the Architect agrees or has been found liable for the amounts in a binding dispute resolution proceeding. § 11.10.2.3 Records of Reimbursable Expenses,expenses pertaining to Supplemental and Additional Services,and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: (Include other terms and conditions applicable to this Agreement.) ARTICLE 13 SCOPE OF THE AGREEMENT § 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations,representations or agreements,either written or oral.This Agreement may be amended only by written instrument signed by both the Owner and Architect. § 13.2 This Agreement is comprised of the following documents identified below: .1 AIA Document B 133TM-2019, Standard Form Agreement Between Owner and Architect,Construction Manager as Constructor Edition (Paragraphs deleted) .3 Exhibits: Exhibit A,Proposal Letter dated November 17th,2020 (Paragraphs deleted) Exhibit B: Rice Fergus Miller Electronic Data Release Form This Agreement entered into as of the day and year first written ove. 94z�� OWNER(Signature) ARCHIT C (Sign t re) David A. Fergus,Principal (Printed name and title) (Printed name, title, and license number, if required) Init. AIA Document B133'"—2019.Copyright @ 2014,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA," the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced by AIA software at 15:32:05 ET on 11/24/2020 under Order No.7610209206 which expires on 1 013 0/2 0 2 1,is not for resale,is licensed for one-time use only,and may onl I accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail copyright@aia.org. Page 180 User Notes: (1195 Item#13 ico gusmILLER 275 Fifth Street,Suite 100 Bremerton,WA 98337 Exhibit A ARCHITECTURE INTERIORS PLANNING VIZLAB (360)377-8773 rfmarch.com November 17t",2020 Chief Niemeyer and Chief Lavey City of Meridian Fire Department 33 E. Broadway Ave.#210 Meridian, ID 83642 City of Meridian Police Department 1401 E.Watertower St. Meridian, ID 83642 Re: Meridian New Fire Station 7 and 8 Meridian New Police Precincts RFM Project Number: 2020038.01/.02 Dear Chief Niemeyer and Chief Lavey, Rice Fergus Miller(RFM)and Pivot North Architecture is pleased to present the following Letter of Proposal to provide professional architectural design and engineering services for two (2) new fire stations and two(2) police precincts for the City of Meridian. Rice Fergus Miller and Pivot North Architecture are excited as your City moves forward with our team to maintain and improve the fire and emergency services for your citizens. We are pleased to submit our proposal for the first steps to making your projects a reality. I. Project Description The City of Meridian has documented needs for new fire service and police facilities in growing areas of your City.These facilities are tentatively set to be built at the Northwest site adjacent to Owyhee Storm Rd.and Gander Creek subdivision and the Southwest site at East Lake Hazel Rd and Discovery Park, respectively. Meridian Fire department will plan a facility at each site to house an engine company comprised of standardized room diagrams developed for Station 6. Meridian Police department will plan a facility at each site to house a police precinct,total size to be determined under this scope of work. II. Scope of Services Program Validation and Concept Design: Page 181 Exhibit A ttem#�s. etter of Proposal City of Meridian November 17',2020 Page 2 The project team for the first Phase consists of RFM, Pivot North Architecture,and The Land Group civil engineering and landscape architecture. This first Phase consists of two Tasks: Task I: Fire Department Program Verification and Concept Design Workshop I:Fire Department Program Validation RFM will prep and lead a three-day programming and operational analysis workshop in conjunction with Pivot North Architecture on site to review and confirm program elements based upon the Station 6 prototype and the standardized room diagrams previously created for the City of Meridian.This workshop will pair with Task II in parallel development with Meridian Police Department. Day 1: See Task II:Meridian Police Programming. Day 2: 1-day review of existing room diagrams, lessons learned,site features. Day 3: 1-day RFM/PNA work session to review preliminary building and site development for both Fire and Police Departments. Zoom Meeting 1: PNA on site/RFM Zoom Confirm any remaining program questions,concept site and floor plan options for both sites. Workshop II:Concept Design Review RFM will prep and lead a one-day workshop in conjunction with Pivot North Architecture on site to review site and floor plan options and review concept exterior designs. This workshop will be followed by one round of revisions based on the discussion in order to issue concept documents to CM/GC for preliminary costing and annexation application by city. Zoom Meeting 2: PNA on site/RFM Zoom Review final concept site and floor plans, review final concept exterior designs updated from Workshop II. Zoom Meeting 3: PNA on site/RFM Zoom Review initial costs with CM/GC and City of Meridian. Deliverables: Updated space program for two stations using common space planning building blocks, concept level site planning,floor plans,and exterior design,suitable for CM/GC initial cost estimation and city application for annexation. Page 182 Exhibit A ttem#�s. etter of Proposal City of Meridian November 17',2020 Page 3 Task II: Police Department Programming and Concept Design Workshop I:Police Department Programming Pivot North Architecture will prep and lead a three-day programming and operational analysis workshop in conjunction with RFM on site to review and confirm program elements based upon the initial plan layout provided for prototype police precinct. Day 1: 1-day review room diagrams,adjacencies,and other space needs for prototype police precinct. Day 2: See Task I:Meridian Fire Department Programming. Day 3: 1-day RFM/PNA work session to review preliminary building and site development for both Fire and Police Departments. Zoom Meeting 1: PNA on site/RFM Zoom Confirm any remaining program questions,concept site and floor plan options for both sites. Workshop II:Concept Design Review RFM will prep and lead a one-day workshop in conjunction with Pivot North Architecture on site to review site and floor plan options and review concept exterior designs. This workshop will be followed by one round of revisions based on the discussion in order to issue concept documents to CM/GC for preliminary costing and annexation application by city. Zoom Meeting 2: PNA on site/RFM Zoom Review final concept site and floor plans, review final concept exterior designs updated from Workshop II. Zoom Meeting 3: PNA on site/RFM Zoom Review initial costs with CM/GC and City of Meridian. Deliverables: Updated space program for two precinct stations using common space planning building blocks,concept level site planning,floor plans,and exterior design,suitable for CM/GC initial cost estimation and city application for annexation. Task III: Site Survey of Northwest and Southwest sites. NW Site Survey:This will include boundaries,topographic features,existing structures and utilities. Not included, Record of Survey and new easements. SW Site Survey:This will include boundaries,topographic features,existing structures and utilities. Not included, Record of Survey and new easements. Page 183 Exhibit A ttem#�s. etter of Proposal City of Meridian November 17',2020 Page 4 Task IV: Entitlements Support. RFM, Pivot North Architecture,and The Land Group shall provide assistance to the City of Meridian project manager as requested for application preparation,submittals,and public hearings.Any request for support shall be requested in written form the RFM prior to commencement of assistance. III. Owner Responsibilities It is our understanding that the City of Meridian will provide full information, including setting forth its design objectives,constraints and criteria;a legal description,and the services of soil engineers, hazardous materials surveyors,or other consultants when such services are deemed to be necessary. IV. Schedule We are ready to begin upon execution of a contact which is expected in October 2020;the first workshop will be scheduled at a mutually agreeable time in October or November of 2020. Task I and Task 11: Program Verification/Concept Design is anticipated to be completed by mid- January 2021,including the costing exercise by the CM/GC. Task III: Site Survey: Site survey shall begin upon execution of this contract and written direction from the City of Meridian. Task IV: Entitlements: The design team shall provide assistance to the cities project manager and Police and Fire departments as requested by the city. V. Compensation For the Services outlined above,compensation shall be a fixed fee for Tasks 1-III.Task IV shall be billed as hourly fee not to exceed. City of Meridian Fire Department Summary: Task I—Fire Department $ 24,400 Survey—NW Site (half to PD) $ 1,900 Survey—SW Site, ROS,Annex (half to PD) $1,650 Subtotal Fire Department,fixed fee $ 27,950 Entitlements, hourly not to exceed (half to PD) $ 5,000 Reimbursable Allowance(half to PD) $ 2,500 Total $ 35,450 Page 184 Exhibit A ttem#�s. etter of Proposal City of Meridian November 17',2020 Page 5 City of Meridian Police Department Summary: Task II—Police Department $31,700 Survey—NW Site (half to FD) $ 1,900 Survey—SW Site, ROS,Annex (half to FD) $1,650 Subtotal Police Department,fixed fee $ 35,250 Entitlements, hourly not to exceed (half to FD) $ 5,000 Reimbursable Allowance(half to FD) $ 2,500 Total $42,750 Permit and Land Use Review/Application Fees Tasks IV City Application/Review Fees: Paid direct by the city. VI. Additional Services Services for future phases of Schematic Design, Design Development,Construction Documents, Bidding and Construction Administration phases will be developed as mutually agreed upon at a future date under the master AIA B-133 agreements with the City of Meridian. Future phases will include the services of KPFF structural engineers and Cator-Ruma mechanical and electrical engineers. The following services,though they could be provided by RFM and Pivot North Architecture,are not included in our Scope of Basic Services and,if requested,will be billed as Additional Services. • Additional meetings beyond those identified above such as such as additional public meetings and appeal meetings for entitlements;meetings and redesign beyond those stated above to reconcile CM/GC costing and budget. • Photo Realistic Renderings,3-D Physical Modeling • Design Review Board approval • Additional Consultants • Owner Requested Changes to the Drawings after Approvals • Owner Requested Schedule Extensions • Change in site location • Multiple concepts VII. Terms of Agreement The enclosed Hourly Billing Rate Sheets,are, by reference, included as a part of this Proposal. A formal AIA B-133 contract will follow with this proposal as an Exhibit. The B-133 agreement will be the master agreement for future tasks with Amendments prepared for specific tasks and compensation. Page 185 Exhibit A ttem#�s. etter of Proposal City of Meridian November 17',2020 Page 6 Vill. Summary Thank you for the opportunity to propose on your project;please let us know if you have any questions. We stand ready to prepare the B-133 contracts for approval by Council. We look forward to a fun and collaborative process with all of you. Sincerely, ice Fergus iller,Inc. proved for ' e Fergus Miller by, Dave Fergus, Principal Attachments: RFM Hourly Billing Rates PNA Hourly Billing Rates Page 186 Exhibit A Item#13. Ri �'erguAILLER ARCHITECTURE INTERIORS PLANNING VIZLAB 275 Fifth Street, Suite 100 Bremerton,WA 98337 Phone: (360)377-8773 rfmarch.com 2020 Hourly Billing Rates Date of Proposal: November 17, 2020 Project: City of Meridian Fire and Police Project No.: 2020038.00/01 The hourly billing rates shall be annually adjusted in accordance with normal salary review practices of Rice Fergus Miller. Principal in Charge: $ 275.00 Senior Planner: $ 175.00 - $ 275.00 Project Manager: $ 130.00 - $ 190.00 Project Architect: $ 120.00 - $ 190.00 Staff Architect: $ 125.00 - $ 160.00 Project Designer: $ 115.00 - $ 190.00 Staff Designer: $ 115.00 - $ 155.00 Interior Designer: $ 90.00 - $ 160.00 Technical Designer: $ 95.00 - $ 155.00 Production Support: $ 85.00 - $ 155.00 Graphics Visualization: $ 115.00 - $ 125.00 Project Coordinator: $ 80.00 - $ 120.00 Administrative Support Staff: $ 80.00 - $ 120.00 Page 187 Exhibit A %%h6, Item#13. PIVOT FORTH architecture January 2020 2020 Standard Hourly Rate Table* Role Description: Hourly Rate: Principal Architect $165.00 Project Manager $140.00 Project Architect $130.00 Senior Project Designer $130.00 Project Designer $110.00 BIM Manager $120.00 Interior Designer $100.00 Interior Designer 2 $95.00 Architectural Intern III $105.00 Architectural Intern II $100.00 Architectural Intern 1 $95.00 Administrative $70.00 In-house reimbursable costs are as follow: Printing& Reproduction: Color print/copy(8.5" x 11", 11"x17") $1.00 Black&White print/copy(8.5" x 11", 11"x17") $0.08 CD/DVD Duplication $20.00 USB Drive Duplication (less than 2GB) $10.00 Mileage (per mile) $0.575 Postage Cost Out-of-house reimbursable costs will include a 10% administrative mark-up over actual cost and may include but will not be limited to the following items: • Reproductions, prints, plots & mounting • Plan review and application fees • Meals and approved travel expenses • Renderings and models • Outside professional services approved by the client Copies of all out-of-house reimbursable expense invoices will be included with Pivot North's invoice to the client. * Rates shall be reviewed and may be adjusted per annum 1101 West Grove Street,Boise,Idaho 83702 1 (208)690-3108 Page 188 E #13. _ EXHIBIT A „% P=Wr WE T H E Page 1 of 2 f� I�i.., LANDV1808 GROUP September 18, 2020 Gunnar Gladics Rice Fergus Miller 275 5"St, Ste 100 Bremerton, WA 98337 ggladics@rfmarch.com Re: Meridian Fire Station#7—Topographic& Boundary Survey Meridian, Idaho TLG PN: 120.A2.1 Dear Gunnar: The Land Group is pleased to submit this proposal for Professional Services on the above referenced project. Our scope of work is as follows: I. SCOPE OF WORK The scope will consist of topographic survey for site improvements related to the construction of a new fire station and general site work as required.The topographic survey will include the project area as generally depicted below.The timing of the survey will be dependent on the development of the Gander Creek South Subdivision to ensure the survey gathers the as constructed street and utility features. fLf@M 6 I O O 0% ■,M 3 - (D � � o oo© ° ° o a >e i y I tat�40' 401E . I 31,M' a64i' ® i O 1a w.outmx ctMK ae. uwut,m i I O O 9 O 7qY 4 * 1° Q uwurnn x1.oY i 4 mta� initials 462 East Shore Drive, Suite 100, Eagle, Idaho 83616 208.939.4041 thelandgroupinc.co page 189 ttem#�s. Meridian Fire Station#7—Topographic& Boundary Survey I PN: 12O.A2.1 Page 2 of 2 V1808 Task 1: Land Surveying TLG will conduct a topographic survey of the limits of work area identified on the sketch above. The limits of survey will be to the top back of curb on the far side of the each of the surrounding streets and utilities adjacent to the site as needed for design work.The survey will document the elevations of the existing ground, existing improvements, existing building, existing streets, utilities, and other features pertinent to design. Prior to conducting the survey,TLG will contact Dig Line to mark the existing underground utilities in the public rights-of-way adjacent to the property. If there are existing utilities within the property(outside of the right-of-way), a private utility locator should be contracted (by others)to mark these utilities prior to our survey. Based on the marks provided by the private locator and aboveground evidence,TLG will depict the utility locations as accurately as possible on the topographic map. II. EXCLUSIONS Unless described above and specifically included in this proposal,the following services are not included in the proposed fee and shall be charged as Additional Services if required: 1. Record of Survey 2. Legal Descriptions for Easements When specifically requested, work not described above shall be performed as additional services. REIMBURSABLE EXPENSES Reimbursable expenses including but not limited to out of area travel, printing, copying, presentation boards, shipping, entitlement documents, public meeting information, progress submittals, bid documents, etc. directly relating to the project shall be billed in addition to the compensation for the Consultant's services. III. FEE PROPOSAL TASK 1 - Land Surveying a. Topographic & Boundary Survey $3,800 FIXED FEE Thank you for the opportunity to work with you on this project. Should you have any questions or need additional information, please contact our office Accepted By: The Land roup, Inc (signature) Client (signature) Matthew T.Adams, Principal I Landscape Architect Robert E. Simison, Mayor Printed Name&Tile Printed Name&Tile 462 East Shore Drive, Suite 100, Eagle, Idaho 83616 • 208.939.4041 • thelandgroupinc.co page 190 E #13. Item CONTRACT %A M - T H E Page 1 of 5 V2001 LAND GROUP Project Name: Meridian Fire Station #7 TLG Project#: Project Location: Meridian, ID Date: 9-18-2020 Client Name: Rice Fergus Miller TLG PM: EC Client Address: 275 5tn St, Ste 100, Bremerton, WA 98337 Client Contact: Gunnar Gladics Phone: 360-362-1867 Client Email: ggladics@rfmarch.com Scope of Work& Fees: See Exhibit A Dated 9-18-2020 Proposal#: 120.A2.1 TERMS AND CONDITIONS: In consideration of the promises set forth in this document,The Land Group, Inc. ("Consultant")agrees to perform services and Client agrees to pay for those services on the terms set forth in this Contract. 1. Services—The services described in the proposal attached as"Exhibit A"shall be performed by Consultant pursuant to this Contract in a manner consistent with that level of care and skill ordinarily exercised by members of the Landscape Architectural,Site Planning,Civil Engineering,Graphics and Surveying profession currently practicing in the same locality under similar conditions. Consultant makes no other warranty,either express or implied,as to any of its work. Any and all plans,specifications, recommendations or other professional advice provided to Client by Consultant shall be strictly subject to the conditions and limitation stated in this Contract 2. Invoicing&Payment—Invoices will be submitted at completion of work or monthly, based on progress, as appropriate. Invoices are due and payable upon receipt by Client unless otherwise specified in this Contract. All work will be charged in accordance with the fee schedule described in the proposal set forth above. A finance charge of one and a half percent(1.5%)per month shall be applied to the outstanding balance for accounts not paid within thirty(30)days of the invoice. a. Consultant will endeavor to perform the services and accomplish the objectives within the estimated fees, costs and schedule. However,those estimates are based upon information available to Consultant as of the date of the proposal and are subject to adjustment on account of unseen or hidden conditions,changes in the codes or regulations and any directions by owner requiring work by Consultant going beyond the scope of the proposal set forth above. Consultant will notify Client upon the discovery of changes or any other unforeseen circumstances that may impact cost and schedule. b. Client shall pay a project retainer in the amount of $0.00 before Consultant shall start work on this project. 3. Client's Responsibilities—Client or Client's authorized representatives will provide Consultant with all revised and updated plans,specifications,and any other data necessary for the proper performance of Consultant pursuant to this Contract.The Client shall be responsible to inform TLG of those other consultants who are retained in respect to the project and with whom TLG's efforts shall be coordinated. Consultant shall not be responsible for any errors and/or omissions in the performance of Consultant's work or services rendered resulting from Client's failure to provide Consultant with the information described in this paragraph. a. Client will obtain, if necessary,any adjoining property owner's written approval for Consultant's entry upon his property as required for the performance of the services contemplated by this Contract. Consultant will take reasonable precautions to minimize damage to the property and adjoining properties. 4. Changes in Scope of Work—Client may order changes in the scope or character of services and/or work performed by Consultant,either decreasing or increasing the amount of Consultant's work or services, without invalidating this Contract. Any such changes in the work and/or services performed by Consultant shall be set forth in writing signed by Client, on a Service Contract Amendment. However, mta / Initials 462 East Shore Drive, Suite 100, Eagle, Idaho 83616 208.939.4041 thelandgroupinc.co page 191 ttem#13. Meridian Fire Station#7—Topographic& Boundary Survey I PN: 120.A2.1 Page 2 of 5 V2001 Consultant shall not be obligated to perform any work beyond the scope of the proposal set forth above until Consultant has provided written Contract to perform that additional work. Such additional work shall be performed pursuant to the terms and conditions of this Contract and in accordance with Schedule of Rates. When the project schedule requires, Consultant may proceed with work upon a verbal authorization from Client provided, however,that Client will promptly execute any written confirmation of the verbal authorization that is later requested by Consultant. 5. Exemptions of Consultant's Responsibilities—Consultant shall not be responsible for failure of any Contractor or Subcontractor to construct any aspect of the Project in accordance with the contract documents,or in accordance with any recommendations issued by Consultant. Consultant shall have no responsibility for methods or work performance,superintendence or sequencing of construction on or about the jobsite. Consultant shall not revoke,alter, relax,enlarge or release any requirement of the Project's specifications or other contract documents, unless specifically authorized in writing by Client or his authorized representative. Consultant shall not have the right of rejection or the right to stop work, except for such periods as may be necessary for any site observation and/or operations required by this Contract and/or the project documents. Consultant shall not be liable for damages resulting from the actions or inactions of any governmental agencies including but not limited to, permit processing, governmental building inspections,zoning matters,annexations, use or conditional use permits and/or building permits. 6. Jobsite Health&Safety—Client,or any contractors acting on its behalf,shall maintain a safe jobsite. Neither the professional activities of the Consultant nor the presence of Consultant or its employees and agents on the jobsite shall be construed to imply Consultant has any responsibility for maintaining the safety of that job site. Client agrees to advise Consultant upon execution of this Contract of any hazardous substances or any condition existing in,on,or near the Project site where Consultant's personnel will be present which may pose a potential danger to human health,the environment,or equipment.Client agrees to provide continuing information as it becomes available to Client of such hazardous conditions. By virtue of entering into this Contract or of providing Services hereunder,Consultant does not assume control of or responsibility for the Project site or the persons in charge of the Projects site, nor undertake responsibility for reporting to any federal,state or local public agencies any conditions at the Project site that may present potential dangers to public health,safety or the environment. Client agrees to notify the appropriate federal,state or local public agencies as required by law,or otherwise to disclose, in a timely manner,any information that may be necessary to prevent any danger to health,safety, or the environment. In connection with hazardous waste, Client agrees to the maximum extent permitted by law to indemnify,defend and hold harmless Consultant from and against all claims and liabilities resulting from: a. Client's violation of any federal,state or local statute, regulation or ordinance relating to the disposal or handling of hazardous substances or constituents; b. Client's undertaking of or arrangement for the handling, removal,treatment,storage, transportation or disposal of hazardous substances or constituents found or identified at the Project site; c. Changed conditions or hazardous substances or constituents introduced at the Project site by Client or third persons before or after the completion of Consultant Services herein; d. Allegations that Consultant is a handler,generator,operator,treater,storer,transporter,or disposer under any federal,state or local environmental regulation or law. 7. Limitation of Services Provided—The services provided pursuant to this Contract are intended solely for the use and benefit of the Client. No other person or entity may rely on the services, opinions, recommendations, plans,or specifications provided pursuant to this Contract without the express written consent of Consultant. 8. Limitation of Liability—Client agrees that in no event shall Consultant's liability for its negligence,errors or omissions relating to or arising out of the Project exceed Consultant's total fees for services rendered on the Project.This limit of liability shall apply to the aggregate of all Services rendered on the Project, whether to Client or Client's contractor(s)or subcontractor(s). Client shall require all contractors and/or subcontractors on the Project to execute written Contracts that limit Consultant's liability in accordance with conditions of this covenant. rota / Initials 462 East Shore Drive, Suite 100, Eagle, Idaho 83616 • 208.939.4041 • thelandgroupino.co page 192 ttem#13. Meridian Fire Station#7—Topographic& Boundary Survey I PIN: 120.A2.1 Page 3 of 5 V2001 a. Client shall and does hereby agree to indemnify,save harmless and defend Consultant from the payment of any sum or sums of money to any person whomsoever on account of claims or suits arising out of injuries to persons, including death,or damage to property caused by Client, Client's employees,agents or subcontractors or in any way attributable to the performance and prosecution of the work herein contracted for, including(but without limiting the generality of the foregoing),all claims for service, labor performed, materials furnished, injuries to persons or damage to property, liens,garnishments,attachments,claims suits,costs attorneys'fees,costs of investigation and of defense. b. Consultant shall not be liable for acts or omissions of any third party involved in the Services covered by the Contract or for the failure of any contractor or subcontractor to construct any item in accordance with recommendations issued by Consultant. Neither party shall hold the other responsible for damages or delay in performance caused by acts of God,strikes, lockouts, accidents or other events beyond the control of the other or the other's employees or agents. c. Consultant shall not be responsible in any way for problems which arise relating to water in crawlspaces or mold/fungus problems which develop in structures constructed on the Property, and Client hereby indemnifies and holds Consultant harmless from any and all claims or damages resulting from such claims, including all costs and attorneys'fees incurred by Consultant arising from such claims.This indemnification shall be in addition to other remedies available to Consultant in these Standard Conditions. 9. Public Liability—Consultant maintains worker's compensation and employer's liability insurance for Consultant employees as may be required by law as well as liability and auto liability insurance as required by law.A certificate of insurance can be supplied to Client evidencing the coverage currently held by Consultant.Subject to Limitation of Liability,Consultant will not be liable or responsible for any loss, damage,or liability beyond the amounts, limits,coverage,or conditions of such insurance specified above. In the event any third party brings suit or claim for damages against Consultant or any of its agents during,or after Services are performed by Consultant pursuant to this Contract,which is alleged to have resulted in or caused damage,then: Client agrees at its cost to indemnify, defend and hold harmless Consultant in any such suit or claim and pay on Consultant's behalf any judgment entered against Consultant, including any interest thereon. Client will have the right to investigate, negotiate and settle, with Consultant's concurrence,any such suit or claim,and Consultant will cooperate in the defense of any such suit or claim. 10. Indemnity—Client agrees to defend, indemnify,and hold Consultant, its officers,directors,employees, agents and consultants harmless from any and all claims,suits or liability for personal injury, death, illness, property damage,damage to natural resources,fine or penalty arising or alleged to have arisen out of performance of Consultant's work to the extent that such claims or damages are due to the negligence of the Client. Client further agrees to compensate Consultant for all costs,expenses and fees reasonably incurred in defending any such claim, including court costs and attorney fees. 11. Proprietary Rights—Original drawings and other documents, as instruments of service,are the property of Consultant. This property shall not be used on other projects except by written Contract of Consultant. One reproducible set of final construction documents will be furnished to Client upon request. 12. Electronic File Transfer Policy-As a courtesy, drawing files and other documents may be furnished to Client, at Client's request, in electronic format. Electronic file drawings and documents shall be used for general reference purposes only. The transfer and receipt of an electronic file from Consultant does not constitute delivery of its work product. Only a signed hard copy or(pdf) issued from Consultant's office, as prepared by its staff for the specific project,and identified as such constitutes its work product,and shall be the operative document for all design,specification, layout and construction information. The recipient of any electronic file or document issued by Consultant agrees to indemnify and hold harmless Consultant and its officers,directors,employees,agents and consultants for any and all irregularities, incomplete or illegible transfers, incidental or consequential damages or costs incurred in the use, misuse, revision, alteration or other manipulation of electronic files furnished to Client. 13. Force Majeure-Neither party shall be deemed in default of this Contract or any order hereunder to the extent that any delay or failure in the performance of its obligations(other than payment of money) results from any causes beyond its reasonable control and without its fault or negligence,such as acts of rota / Initials 462 East Shore Drive, Suite 100, Eagle, Idaho 83616 • 208.939.4041 • thelandgroupinc.co page 193 ttem#�s. Meridian Fire Station#7—Topographic& Boundary Survey I PIN: 120.A2.1 Page 4 of 5 V2001 Nature,the public enemy or the government,or delays caused by contractors,subcontractors, or review and approval processes by government agencies. 14. Termination—Either party may terminate this Contract by giving the other party written notice seven (7) days prior to the effective date of the termination. In the event of termination by Client,Consultant shall be paid for all services performed prior to the written notice. In the event of termination by Consultant, Consultant shall be paid that percentage of the total fee for the project corresponding to the percentage of all work described in the foregoing proposal. In either event,Client will pay consultant all out-of- pocket expenses incurred prior to the effective date of the termination, including all costs of settling and paying claims arising out of any subcontracts hereunder. 15. Attorney Fees—In the event of any dispute or controversy arising under this Contract,the parties (including anyone who claims an interest in this Contract)agree that they shall, in good faith,engage in mediation or other similar method of alternative dispute resolution processes to settle the controversy. If the result of such mediation is unsatisfactory to either of the parties,then any party may avail itself of any legal or equitable remedy available to it under Idaho law. In the event litigation is necessary to resolve any dispute arising under or in relation to this contract,the prevailing party shall be entitled to recover its reasonable costs and attorney's fees. 16. Controlling Law—This Contract is governed by the laws of the State of Idaho. 17. Litigation Assistance—Unless otherwise specified by the Scope of Services,Consultant's services do not include costs for required or requested assistance to support, prepare,document, bring, defend,or assist in litigation undertaken or defended by Client.All such services required or requested of Consultant, except for suits or claims between the parties to this Contract,will be reimbursed as mutually agreed,and payment for such services shall be in accordance with this Contract, unless and until there is a finding by a court that Consultant's sole negligence caused Client damage. This Contract contains the entire and integrated Contract between Client and Consultant and supersedes all prior negotiations, representations or Contracts,either written or oral. This Contract cannot be amended or modified except by written Contract,executed by each of the parties hereto. IN WITNESS WHEREOF,the parties hereto have executed this Contract as of the date indicated above. ii .I wt The Land loup, Inc. (signature) Client(signature) Matthew T. Adams, Principal I PLA Robert E. Simison, Mayor Printed Name&Title Printed Name&Title mta i Initials 462 East Shore Drive, Suite 100, Eagle, Idaho 83616 • 208.939.4041 • thelandgroupinc.co page 194 Item#13. THE Meridian Fire Station#7—Topographic& Boundary Survey I PN: 120.A2.1 � Pow;, + LAND Page 5 of 5 GROUP V2001 SCHEDULE OF RATES Civil Engineering SeniorCivil Engineer..........................................................................................................................$150.00 Professional Civil Engineer.................................................................................................................$130.00 Civil Design & Production...................................................................................................................$105.00 Landscape Architecture& Planning Senior Landscape Architect................................................................................................................$150.00 Professional Landscape Architect......................................................................................................$130.00 Landscape Architecture Design & Production ...................................................................................$105.00 SeniorPlanner ...................................................................................................................................$135.00 ProfessionalPlanner .........................................................................................................................$125.00 PlanningAssistant..............................................................................................................................$105.00 Survey Professional Land Surveyor................................................................................................................$150.00 SurveyManager.................................................................................................................................$135.00 2-Man Survey Crew............................................................................................................................$150.00 1-Man Survey Crew............................................................................................................................$135.00 SurveyTechnician ..............................................................................................................................$105.00 DroneFlight Crew..............................................................................................................................$175.00 Graphic Design/Photography Graphic Designer/ Photographer......................................................................................................$105.00 Administrative/Other Administrative/Clerical ......................................................................................................................$75.00 Professional Expert Witness ..............................................................................................................$275.00 ITServices ..........................................................................................................................................$105.00 Reimbursable Expenses Large Format Bond Black and White Printing..............................................................$0.40 per square foot Large Format Bond Color Printing ...............................................................................$6.00 per square foot Large Format Glossy Color Printing ...........................................................................$12.00 per square foot Mylar Printing ..............................................................................................................$7.50 per square foot ColorCopies: 8%:x 11" ...............................................................................................................$0.75 per ea ColorCopies: 11 x 17...................................................................................................................$1.50 per ea USBFlash Drive..............................................................................................................................$10 per ea VehicleMileage............................................................................................................................per IRS rate Courier..........................................................................................................................varies by destination Property Corner Monument(Steel Pin)......................................................................................$3.50 per ea Survey Monument (Brass or Aluminum Cap) ...........................................................................$12.00 per ea SurveyHub & Lath ......................................................................................................................$2.50 per ea mta i Initials 462 East Shore Drive, Suite 100, Eagle, Idaho 83616 • 208.939.4041 • thelandgroupinc.co page 195 E E#13.. T H E P=W EXHIBIT A Wr LAND Page 1 of 2 visos --`'�- GROUP October 26, 2020 Gunnar Gladics Rice Fergus Miller 275 5`h St, Ste 100 Bremerton, WA 98337 ggladics@rfmarch.com Re: Meridian Fire Station#8—Land Surveying Entitlement Support Meridian, Idaho TLG PN: 120.A2.2 Dear Gunnar: The Land Group is pleased to submit this proposal for Professional Services on the above referenced project. Our scope of work is as follows: I. SCOPE OF WORK The scope will consist of preparing a record of survey and necessary legal descriptions for the transfer/dedication of public ROW to ACHD and the annexation process with the City of Meridian.The project area as generally depicted below.The topographic& boundary survey work will be completed under a separate contract with the owner. 01 'h E m i initials 462 East Shore Drive, Suite 100, Eagle, Idaho 83616 208.939.4041 thelandgroupinc.co page 196 ttem#13. Meridian Fire Station#8—Land Surveying Entitlement Support I PN: 120.A2.2 October 26, 2020 1 Page 2 of 2 V1808 Task 1: Record of Survey(ROS) TLG will prepare a Record of Survey to define the resulting parcel after the dedication of public street right of way.TLG will prepare metes and bounds legal descriptions for the resultant parcel and the ROW parcel for use by the Owner. Once approved,TLG will record the ROS with the Ada County Recorder's office and set new property corner monuments as required by Idaho Code. Task 2: Legal Description TLG will prepare required legal description for annexation and rezone (by others).The legal description will be to the centerline of the street. II. EXCLUSIONS Unless described above and specifically included in this proposal,the following services are not included in the proposed fee and shall be charged as Additional Services if required: 1. Traffic Studies or reports 2. Annexation and Rezone Application and Process 3. Certificate of Zoning Compliance Application and Process 4. Color Renderings& Graphics to support Entitlement effort When specifically requested, work not described above shall be performed as additional services. REIMBURSABLE EXPENSES Reimbursable expenses including but not limited to out of area travel, printing, copying, presentation boards, shipping, entitlement documents, public meeting information, progress submittals, bid documents, etc. directly relating to the project shall be billed in addition to the compensation for the Consultant's services. III. FEE PROPOSAL Task 1 - Record of Survey $2,800 Fixed Fee Task 2 -Annexation Legal Description $500 Fixed Fee Thank you for the opportunity to work with you on this project. Should you have any questions or need additional information, please contact our office Accepted By: The Land troup, Inc (signature) Client(signature) Matthew T.Adams, Principal I Landscape Architect Robert E. Simison, Mayor Printed Name&Tile Printed Name&Tile 462 East Shore Drive, Suite 100, Eagle, Idaho 83616 • 208.939.4041 • thelandgroupinc.co page 197 E EL SERVICE CONTRACT /+�.% r A` H E Page 1 of 5 LANDvZ°°1 GROUP Project Name: Meridian Fire Station#8 TLG Project#: Project Location: Meridian, ID Date: 10-26-2020 Client Name: Rice Fergus Miller TLG PM: EC Client Address: 275 5t"St, Ste 100, Bremerton,WA 98337 Client Contact: Gunnar Gladics Phone: 360-362-1867 Client Email: ggladics@rfmarch.com Scope of Work & Fees: See Exhibit A Dated 10-26-2020 Proposal#: 120.A2.2 TERMS AND CONDITIONS: In consideration of the promises set forth in this document,The Land Group, Inc. ("Consultant")agrees to perform services and Client agrees to pay for those services on the terms set forth in this Contract. 1. Services—The services described in the proposal attached as"Exhibit A"shall be performed by Consultant pursuant to this Contract in a manner consistent with that level of care and skill ordinarily exercised by members of the Landscape Architectural,Site Planning,Civil Engineering,Graphics and Surveying profession currently practicing in the same locality under similar conditions. Consultant makes no other warranty,either express or implied,as to any of its work. Any and all plans,specifications, recommendations or other professional advice provided to Client by Consultant shall be strictly subject to the conditions and limitation stated in this Contract 2. Invoicing&Payment—Invoices will be submitted at completion of work or monthly, based on progress, as appropriate. Invoices are due and payable upon receipt by Client unless otherwise specified in this Contract. All work will be charged in accordance with the fee schedule described in the proposal set forth above. A finance charge of one and a half percent(1.5%) per month shall be applied to the outstanding balance for accounts not paid within thirty(30)days of the invoice. a. Consultant will endeavor to perform the services and accomplish the objectives within the estimated fees,costs and schedule. However,those estimates are based upon information available to Consultant as of the date of the proposal and are subject to adjustment on account of unseen or hidden conditions, changes in the codes or regulations and any directions by owner requiring work by Consultant going beyond the scope of the proposal set forth above. Consultant will notify Client upon the discovery of changes or any other unforeseen circumstances that may impact cost and schedule. b. Client shall pay a project retainer in the amount of $0.00 before Consultant shall start work on this project. 3. Client's Responsibilities—Client or Client's authorized representatives will provide Consultant with all revised and updated plans,specifications, and any other data necessary for the proper performance of Consultant pursuant to this Contract.The Client shall be responsible to inform TLG of those other consultants who are retained in respect to the project and with whom TLG's efforts shall be coordinated. Consultant shall not be responsible for any errors and/or omissions in the performance of Consultant's work or services rendered resulting from Client's failure to provide Consultant with the information described in this paragraph. a. Client will obtain, if necessary,any adjoining property owner's written approval for Consultant's entry upon his property as required for the performance of the services contemplated by this Contract. Consultant will take reasonable precautions to minimize damage to the property and adjoining properties. 4. Changes in Scope of Work—Client may order changes in the scope or character of services and/or work performed by Consultant,either decreasing or increasing the amount of Consultant's work or services, without invalidating this Contract. Any such changes in the work and/or services performed by Consultant shall be set forth in writing signed by Client,on a Service Contract Amendment. However, mta / Initials 462 East Shore Drive, Suite 100, Eagle, Idaho 83616 208.939.4041 thelandgroupinc.co page 198 ttem#13. Meridian Fire Station#8—Land Surveying Entitlement Support I PN: 120.A2.2 October 26, 2020 1 Page 2 of S V2001 Consultant shall not be obligated to perform any work beyond the scope of the proposal set forth above until Consultant has provided written Contract to perform that additional work. Such additional work shall be performed pursuant to the terms and conditions of this Contract and in accordance with Schedule of Rates. When the project schedule requires, Consultant may proceed with work upon a verbal authorization from Client provided, however,that Client will promptly execute any written confirmation of the verbal authorization that is later requested by Consultant. 5. Exemptions of Consultant's Responsibilities—Consultant shall not be responsible for failure of any Contractor or Subcontractor to construct any aspect of the Project in accordance with the contract documents,or in accordance with any recommendations issued by Consultant. Consultant shall have no responsibility for methods or work performance,superintendence or sequencing of construction on or about the jobsite. Consultant shall not revoke,alter, relax,enlarge or release any requirement of the Project's specifications or other contract documents, unless specifically authorized in writing by Client or his authorized representative. Consultant shall not have the right of rejection or the right to stop work, except for such periods as may be necessary for any site observation and/or operations required by this Contract and/or the project documents. Consultant shall not be liable for damages resulting from the actions or inactions of any governmental agencies including but not limited to, permit processing, governmental building inspections,zoning matters, annexations, use or conditional use permits and/or building permits. 6. Jobsite Health&Safety—Client,or any contractors acting on its behalf,shall maintain a safe jobsite. Neither the professional activities of the Consultant nor the presence of Consultant or its employees and agents on the jobsite shall be construed to imply Consultant has any responsibility for maintaining the safety of that job site. Client agrees to advise Consultant upon execution of this Contract of any hazardous substances or any condition existing in,on, or near the Project site where Consultant's personnel will be present which may pose a potential danger to human health,the environment,or equipment. Client agrees to provide continuing information as it becomes available to Client of such hazardous conditions. By virtue of entering into this Contract or of providing Services hereunder,Consultant does not assume control of or responsibility for the Project site or the persons in charge of the Projects site, nor undertake responsibility for reporting to any federal,state or local public agencies any conditions at the Project site that may present potential dangers to public health,safety or the environment. Client agrees to notify the appropriate federal,state or local public agencies as required by law,or otherwise to disclose, in a timely manner,any information that may be necessary to prevent any danger to health,safety,or the environment. In connection with hazardous waste,Client agrees to the maximum extent permitted by law to indemnify, defend and hold harmless Consultant from and against all claims and liabilities resulting from: a. Client's violation of any federal,state or local statute, regulation or ordinance relating to the disposal or handling of hazardous substances or constituents; b. Client's undertaking of or arrangement for the handling, removal,treatment,storage, transportation or disposal of hazardous substances or constituents found or identified at the Project site; c. Changed conditions or hazardous substances or constituents introduced at the Project site by Client or third persons before or after the completion of Consultant Services herein; d. Allegations that Consultant is a handler,generator,operator,treater,storer,transporter,or disposer under any federal,state or local environmental regulation or law. 7. Limitation of Services Provided—The services provided pursuant to this Contract are intended solely for the use and benefit of the Client. No other person or entity may rely on the services,opinions, recommendations, plans,or specifications provided pursuant to this Contract without the express written consent of Consultant. 8. Limitation of Liability—Client agrees that in no event shall Consultant's liability for its negligence,errors or omissions relating to or arising out of the Project exceed Consultant's total fees for services rendered on the Project.This limit of liability shall apply to the aggregate of all Services rendered on the Project, whether to Client or Client's contractor(s)or subcontractor(s).Client shall require all contractors and/or subcontractors on the Project to execute written Contracts that limit Consultant's liability in accordance with conditions of this covenant. mta / Initials 462 East Shore Drive, Suite 100, Eagle, Idaho 83616 . 208.939.4041 • thelandgroupinc.co page 199 ttem#13. Meridian Fire Station#8—Land Surveying Entitlement Support I PN: 120.A2.2 October 26, 2020 1 Page 3 of S V2001 a. Client shall and does hereby agree to indemnify,save harmless and defend Consultant from the payment of any sum or sums of money to any person whomsoever on account of claims or suits arising out of injuries to persons, including death,or damage to property caused by Client, Client's employees,agents or subcontractors or in any way attributable to the performance and prosecution of the work herein contracted for, including(but without limiting the generality of the foregoing),all claims for service, labor performed, materials furnished, injuries to persons or damage to property, liens,garnishments,attachments, claims suits,costs attorneys'fees,costs of investigation and of defense. b. Consultant shall not be liable for acts or omissions of any third party involved in the Services covered by the Contract or for the failure of any contractor or subcontractor to construct any item in accordance with recommendations issued by Consultant. Neither party shall hold the other responsible for damages or delay in performance caused by acts of God,strikes, lockouts, accidents or other events beyond the control of the other or the other's employees or agents. c. Consultant shall not be responsible in any way for problems which arise relating to water in crawlspaces or mold/fungus problems which develop in structures constructed on the Property, and Client hereby indemnifies and holds Consultant harmless from any and all claims or damages resulting from such claims, including all costs and attorneys'fees incurred by Consultant arising from such claims.This indemnification shall be in addition to other remedies available to Consultant in these Standard Conditions. 9. Public Liability—Consultant maintains worker's compensation and employer's liability insurance for Consultant employees as may be required by law as well as liability and auto liability insurance as required by law.A certificate of insurance can be supplied to Client evidencing the coverage currently held by Consultant.Subject to Limitation of Liability, Consultant will not be liable or responsible for any loss, damage,or liability beyond the amounts, limits, coverage,or conditions of such insurance specified above. In the event any third party brings suit or claim for damages against Consultant or any of its agents during,or after Services are performed by Consultant pursuant to this Contract,which is alleged to have resulted in or caused damage,then: Client agrees at its cost to indemnify,defend and hold harmless Consultant in any such suit or claim and pay on Consultant's behalf any judgment entered against Consultant, including any interest thereon. Client will have the right to investigate, negotiate and settle, with Consultant's concurrence,any such suit or claim,and Consultant will cooperate in the defense of any such suit or claim. 10. Indemnity—Client agrees to defend, indemnify,and hold Consultant, its officers, directors,employees, agents and consultants harmless from any and all claims,suits or liability for personal injury,death, illness, property damage,damage to natural resources,fine or penalty arising or alleged to have arisen out of performance of Consultant's work to the extent that such claims or damages are due to the negligence of the Client. Client further agrees to compensate Consultant for all costs,expenses and fees reasonably incurred in defending any such claim, including court costs and attorney fees. 11. Proprietary Rights—Original drawings and other documents,as instruments of service,are the property of Consultant. This property shall not be used on other projects except by written Contract of Consultant. One reproducible set of final construction documents will be furnished to Client upon request. 12. Electronic File Transfer Policy-As a courtesy,drawing files and other documents may be furnished to Client,at Client's request, in electronic format. Electronic file drawings and documents shall be used for general reference purposes only. The transfer and receipt of an electronic file from Consultant does not constitute delivery of its work product. Only a signed hard copy or(pdf) issued from Consultant's office, as prepared by its staff for the specific project, and identified as such constitutes its work product,and shall be the operative document for all design,specification, layout and construction information. The recipient of any electronic file or document issued by Consultant agrees to indemnify and hold harmless Consultant and its officers, directors,employees, agents and consultants for any and all irregularities, incomplete or illegible transfers, incidental or consequential damages or costs incurred in the use, misuse, revision,alteration or other manipulation of electronic files furnished to Client. 13. Force Majeure-Neither party shall be deemed in default of this Contract or any order hereunder to the extent that any delay or failure in the performance of its obligations(other than payment of money) results from any causes beyond its reasonable control and without its fault or negligence,such as acts of mta / Initials 462 East Shore Drive, Suite 100, Eagle, Idaho 83616 . 208.939.4041 • thelandgroupinc.co page 200 ttem#13. Meridian Fire Station#8—Land Surveying Entitlement Support I PN: 120.A2.2 October 26, 2020 1 Page 4 of S V2001 Nature,the public enemy or the government,or delays caused by contractors,subcontractors,or review and approval processes by government agencies. 14. Termination—Either party may terminate this Contract by giving the other party written notice seven (7) days prior to the effective date of the termination. In the event of termination by Client,Consultant shall be paid for all services performed prior to the written notice. In the event of termination by Consultant, Consultant shall be paid that percentage of the total fee for the project corresponding to the percentage of all work described in the foregoing proposal. In either event,Client will pay consultant all out-of- pocket expenses incurred prior to the effective date of the termination, including all costs of settling and paying claims arising out of any subcontracts hereunder. 15. Attorney Fees—In the event of any dispute or controversy arising under this Contract,the parties (including anyone who claims an interest in this Contract)agree that they shall, in good faith,engage in mediation or other similar method of alternative dispute resolution processes to settle the controversy. If the result of such mediation is unsatisfactory to either of the parties,then any party may avail itself of any legal or equitable remedy available to it under Idaho law. In the event litigation is necessary to resolve any dispute arising under or in relation to this contract,the prevailing party shall be entitled to recover its reasonable costs and attorney's fees. 16. Controlling Law—This Contract is governed by the laws of the State of Idaho. 17. Litigation Assistance—Unless otherwise specified by the Scope of Services, Consultant's services do not include costs for required or requested assistance to support, prepare,document, bring,defend, or assist in litigation undertaken or defended by Client.All such services required or requested of Consultant, except for suits or claims between the parties to this Contract,will be reimbursed as mutually agreed, and payment for such services shall be in accordance with this Contract, unless and until there is a finding by a court that Consultant's sole negligence caused Client damage. This Contract contains the entire and integrated Contract between Client and Consultant and supersedes all prior negotiations, representations or Contracts, either written or oral. This Contract cannot be amended or modified except by written Contract,executed by each of the parties hereto. IN WITNESS WHEREOF,the parties hereto have executed this Contract as of the date indicated above. A '14ew - The Land roup, Inc. (signature) Client(signature) Matthew T.Adams, Principal I PLA Robert E. Simison, Mayor Printed Name&Title Printed Name&Title mta i Initials 462 East Shore Drive, Suite 100, Eagle, Idaho 83616 . 208.939.4041 • thelandgroupino,co page 201 Item#13. Pow;',, 4 THE Meridian Fire Station #8—Land Surveying Entitlement Support I PN: 120.A2.2 LAND October 26, 2020 1 Page 5 of 5 v GROUP zooi SCHEDULE OF RATES Civil Engineering SeniorCivil Engineer..........................................................................................................................$150.00 Professional Civil Engineer.................................................................................................................$130.00 Civil Design & Production...................................................................................................................$105.00 Landscape Architecture& Planning Senior Landscape Architect................................................................................................................$150.00 Professional Landscape Architect......................................................................................................$130.00 Landscape Architecture Design & Production...................................................................................$105.00 SeniorPlanner ...................................................................................................................................$135.00 ProfessionalPlanner .........................................................................................................................$125.00 PlanningAssistant..............................................................................................................................$105.00 Survey Professional Land Surveyor................................................................................................................$150.00 SurveyManager.................................................................................................................................$135.00 2-Man Survey Crew............................................................................................................................$150.00 1-Man Survey Crew............................................................................................................................$135.00 SurveyTechnician ..............................................................................................................................$105.00 DroneFlight Crew..............................................................................................................................$175.00 Graphic Design/Photography Graphic Designer/ Photographer......................................................................................................$105.00 Administrative/Other Administrative/Clerical ......................................................................................................................$75.00 Professional Expert Witness ..............................................................................................................$275.00 ITServices ..........................................................................................................................................$105.00 Reimbursable Expenses Large Format Bond Black and White Printing..............................................................$0.40 per square foot Large Format Bond Color Printing ...............................................................................$6.00 per square foot Large Format Glossy Color Printing ...........................................................................$12.00 per square foot Mylar Printing..............................................................................................................$7.50 per square foot ColorCopies: 8%x 11" ...............................................................................................................$0.75 per ea ColorCopies: 11 x 17...................................................................................................................$1.50 per ea USBFlash Drive..............................................................................................................................$10 per ea VehicleMileage............................................................................................................................per IRS rate Courier..........................................................................................................................varies by destination Property Corner Monument (Steel Pin)......................................................................................$3.50 per ea Survey Monument (Brass or Aluminum Cap) ...........................................................................$12.00 per ea SurveyHub & Lath ......................................................................................................................$2.50 per ea mta Initials 462 East Shore Drive, Suite 100, Eagle, Idaho 83616 . 208.939.4041 • thelandgroupinc.co page 202 Item#14. (:> E IDIAN*-----, AGENDA ITEM ITEM TOPIC: Artist Acceptance Agreements for the Display of Artwork in the Initial Point Gallery February 2021 -July 2021 APPROVED Page 203 Item#14. ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY,MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL("Agreement") is made on the 1 st day of December 20-2.0-("Effective Date"),by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Boise Open Studios Collective Organization., a non-profit association organized under the laws of the state of Idaho ("Organization"). (City and Organization may hereinafter be collectively referred to as "Parties.") WHEREAS, City desires that public art will be a component of Meridian City Hall by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall,the address of which is 33 E. Broadway Ave.,Meridian, Idaho ("Initial Point Gallery"); WHEREAS, the Meridian Arts Commission("Commission")recommends to the Meridian City Council that Organization's artwork be displayed in Initial Point Gallery; WHEREAS, the Meridian City Council accepts such recommendation and directs the Commission to work with Organization to establish a display of Organization's artwork in Initial Point Gallery;and WHEREAS, the Parties acknowledge that Meridian City Hall is primarily a place of public business, that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; 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. SCOPE OF SERVICES. Organization shall personally deliver artwork to Initial Point Gallery, on February 5, 2021, at such time as is specified by the Gallery Curator. Organization shall be responsible for installing such artwork on February 5,2021,at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from February 5, 2021 through March 4, 2021, in accordance with the terms of this Agreement;and shall be responsible for removal of such artwork on March 5,2021,at such time as is specified by the Gallery Curator. II. COMPENSATION AND SALE OF ARTWORK. A. No compensation. Organization's artwork shall be displayed in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Organization or any member thereof for services, work,and/or any activity undertaken pursuant to or related to this Agreement. ACCEPTANCE AGREEMENT-TNMAL.POWT GALLERY DISPLAY PAGE 1 Page 204 Item#14. B. Sale of artwork. Organization or its members may, at the direction of and in the manner established by the Gallery Curator,passively offer the artwork on display in Initial Point Gallery for sale. No price shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City personnel shall not facilitate in any way the sale of Organization's work; any transaction related to the sale of artwork shall be handled solely by Organization. Organization acknowledges the Commission's request that Organization or its members voluntarily donate to the Commission twenty percent(20%) of proceeds from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of artwork on display in Initial Point Gallery, Organization may remove such artwork from the Gallery,provided that Organization replaces the removed piece with another piece of artwork within twenty- four(24) hours of such removal. Organization shall coordinate the removal,replacement, and/or substitution of any and all artwork with the Gallery Curator prior to such activity. III.TIME OF PERFORMANCE. Organization shall provide services described in this Agreement in a timely manner,as described herein. Organization acknowledges and agrees that time is strictly of the essence with respect to this Agreement,and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. IV.INSTALLATION. A. Coordination with Curator. Prior to the installation,removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Organization shall coordinate any and all such activity with the Gallery Curator. Organization shall be responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date of delivery of artwork to Initial Point Gallery to confirm details regarding the installation,removal,publicity,and promotion of the exhibit. Organization's failure to affirmatively contact the Gallery Curator as required by this paragraph shall constitute a default of this Agreement. B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may inspect and/or review the artwork proposed by Organization for display in Initial Point Gallery to ensure compliance with all criteria set forth in the most recent Call to Organizations issued for Initial Point Gallery, as well as to ensure that such artwork may be safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in these enumerated documents,does not reflect artwork as described to the Commission or the Gallery Curator, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 Page 205 Item#14. V. DISPL A. Original artwork. Organization warrants that any and all artwork provided by Organization for display in Initial Point Gallery shall be,and is,original work conceived and created by Organization's member artists. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for purposes of advertising, marketing,and public information. Where practicable and to the extent of City's authority, the artist shall be acknowledged on each such photograph to be the creator of the original subject thereof, provided that photographic reproductions of artwork shall not be identified as or represented to be the finished artwork. C. Use of Organization's name. Organization hereby conveys to City permission to use Organizations name and/or logo for purposes of advertising,marketing, and public infonnationrut=vian Qat► a's.t :a ,:or any other rights Orgauiz ntay"suss under this Agrement. D. Uk of City's name. City hereby conveys to Organization permission to use Cis name for purposes of advertising, marketing, and public information, without violation of City's rights of privacy or any other rights City may possess under this Agreement, provided that Organization shall not use City's logo for any purpose without the express, written perms ' for°s Chief of Staff. E.-Removal of artwork by City. City shall have the right to remove Organization's artwork from public display at any time and for any reason.. Such removal may be temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than fortp.,bfgpit(48) hook;--cfty shall notify Organization in the manner W:• set forth herein. While it is intended that Organization's artwork will be displayed in Initial Point Gallery for the pomiod set forth herein,this periodmay be shortened by City for any reason,without notice to the Organization. F. Removal of artwork by Organization. Organization shall cooed with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. G. Simultaneous display. City may elect to display the work of more than one Organization or Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery Curator. VI-INDRMNIFICATION WAIVER AND INSURANCE. A. Indemnification. Organization and each of its members shall, and hereby does, indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers,and/or elected officials from any and all losses, claims, and judgments for damages or injury to ACCEPIFANCs AGREEMENT--INJTIAL POINT GALLERY DisPJ_AY P� Page 206 Item#14. persons or property, and from any and all losses and expenses caused or incurred by Organization or Organization's members, servants,agents,employees, guests, and/or invitees. B. Waiver. Organization and each of its members shall, and hereby does,waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Organization's performance of this Agreement, whether such loss or damage may be attributable to known or unknown conditions, except for liability arising out of the tortious conduct of City or its officers, agents or employees. C. Insurance Organization's responsibility. City shall not provide insurance to cover loss, theft,or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by Organization in the furtherance of Organizations' rights or obligations described herein. Insurance of the artwork;of related persons, property, or interests;and/or members,employees,or agents shall be the sole responsibility of Organization and/or its members. Organization and its members shall obtain all necessary insurance as may be required in order to protect Organization"s insurable interests for its rights and obligations described within this Agreement, including, but not limited to,liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. Organization shall bear any and all risks of, and actual, loss of,theft of,and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery. VII. TERMINATION. A. Termination for cause. If City determines that Organization or any of its members has failed to comply with or is in default of any term or condition of this Agreement,violated any of the covenants, agreements, and/or stipulations of this Agreement,falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement;or if either Party willfully or negligently defaults in,or fails to fulfill,its material obligations under this Agreement;the other Party shall have the right to terminate the Agreement by providing written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have two(2) business days after the other party mails such notice to cure the default. If the default is not cured within such period,this Agreement shall be terminated immediately upon mailing of written notice of termination. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Organization. C. Termination upon death or incapacity of Organization. This Agreement shall automatically terminate upon the death or incapacity of Organization. D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. ACCEPTANCE AGREEMENT-INTTIAL POINT GALLERY DISPLAY PAGE Page 207 Item#14. VIII. GENERAL PROVISIONS. A. Relationship of Parties. It is the express intention of Parties that Organization and its members are independent parties and not employees,agents,joint venturers, or partners of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Organization and City; between Organization and any official,agent, or employee of City;between any member of Organization and City; or between any member of Organization and any official, agent, or employee of City. All parties acknowledge that neither Organization nor its members are employees of City. Organization shall retain the right to perform services for others during the term of this Agreement. B. Compliance with law. Throughout the course of this Agreement, Organization shall comply with any and all applicable federal, state, and local laws. C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement, Organization shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical,mental, or sensory disability. D. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party,whether oral or written,and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged,modified or altered except upon written agreement signed by both parties hereto. E. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation, performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. F. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise,the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. G. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid,or unenforceable,the remainder of this Agreement shall not be affected. H. Successors and assigns. Organization shall not subcontract or assign any of Organization's obligations under this Agreement that require or that may require Organization's artistic talent or expertise. Organization may subcontract or assign;obligations that do not require Organization's artistic talent or expertise. All of the terms,provisions,covenants and conditions of this Agreement shall inure to the benefit of,and shall be binding upon,each party and their successors, assigns, legal representatives, heirs, executors, and administrators. AccFPTANCE AGREEMENT-INffrAL PoLrr GALLERY DISPLAY PAGE Page 208 Item#14. I. Notice.Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail,addressed, if to the Organization, to the address written below, and if to the City, to: 33 E. Broadway Avenue, Meridian, Idaho,8364.. Either party may change its respective mailing address by giving written notice of such change in the manner herein provided. J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. K. Warranty of authority. The party signing below on behalf of Organization("Signatory") expressly warrants that,to the extent set forth herein, Signatory is duly authorized to act as the representative and agent of Organization. Signatory further warrants that Signatory is authorized to bind Organization and its members to the obligations set forth herein, and to accept the liabilities as established herein on behalf of Organization and its members. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the Effective Date written above. ORGANIZATION: Boise Open Studios Collective Organization onnie Peacher Evernts Chairperson f Address: if .f 00 1 e /D Phone: t E-mail: d� r CITY OF MERIDIAN: BY: Robert E. SImison, Mayor Attest: Chris Johnson, City Clerk ACCEPTANCE AGREEMENT-IN nAL PowT GALLERY DISPLAY PAGE Page 209 Item#14. ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the day of 20 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Shawn Hubbs, an individual person ("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.") WHEREAS,the City desires that public art will be a component of Meridian City Hall by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery"); WHEREAS, the Meridian Arts Commission ("Commission") recommends to the Meridian City Council that Artist's artwork be displayed in Initial Point Gallery; WHEREAS,the Meridian City Council accepts such recommendation and directs the Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery; and WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of public business, that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; 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. SCOPE OF SERVICES. Artist shall personally deliver artwork to Initial Point Gallery, on March 5, 2021, at such time as is specified by the Gallery Curator. Artist shall be responsible for installing such artwork on March 5, 2021, at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from March 5, 2021 through April 1, 2021, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on April 2, 2021, at such time as is specified by the Gallery Curator. II. COMPENSATION AND SALE OF ARTWORK. A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Artist for services, work, and/or any activity undertaken pursuant to or related to this Agreement. B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 1 Page 210 Item#14. Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City personnel shall not facilitate in any way the sale of Artist's work; any transaction related to the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's request that Artist voluntarily donate to the Commission twenty percent (20%) of proceeds from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery, provided that Artist replaces the removed piece with another piece of artwork within twenty- four(24) hours of such removal. Artist shall coordinate the removal, replacement, and/or substitution of any and all artwork with the Gallery Curator prior to such activity. III.TIME OF PERFORMANCE. Artist shall provide services described in this Agreement in a timely manner, as described herein. Artist acknowledges and agrees that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. IV.INSTALLATION. A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Artist shall coordinate any and all such activity with the Gallery Curator. Artist shall be responsible for contacting the Gallery Curator at least thirty (30) days prior prior to the date of delivery of artwork to Initial Point Gallery to confirm details regarding the installation, removal, publicity, and promotion of the exhibit. Artist's failure to affirmatively contact the Gallery Curator as required by this paragraph shall constitute a default of this Agreement. B. Inspection of display. Prior to or after installation,the Gallery Curator and/or the City may inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to ensure compliance with all criteria set forth in the most recent Call to Artists issued for Initial Point Gallery, and the Application and Acknowledgements Form completed by Artist, as well as to ensure that such artwork may be safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in these enumerated documents, does not reflect artwork as described to the Commission or the Gallery Curator, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. V. DISPLAY. A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in Initial Point Gallery shall be, and is, original work conceived and created by Artist. ACCEPTANCE AGREEMENT—INITIAL.POINT GALLERY DISPLAY PAGE 2 Page 211 Item#14. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for purposes of advertising, marketing, and public information. Where practicable and to the extent of City's authority, Artist shall be acknowledged on each such photograph to be the creator of the original subject thereof, provided that photographic reproductions of artwork shall not be identified as or represented to be the finished artwork. C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for purposes of advertising, marketing, and public information, without violation of Artist's rights of privacy or any other rights Artist may possess under this Agreement, provided that City shall not use Artist's logo, if any, for any purpose without the express, written permission of Artist. D. Use of City's name. City hereby conveys to Artist permission to use City's name for purposes of advertising, marketing, and public information, without violation of City's rights of privacy or any other rights City may possess under this Agreement, provided that Artist shall not use City's logo for any purpose without the express, written permission of the Mayor's Chief of Staff. E. Removal of artwork by City. City shall have the right to remove Artist's artwork from public display at any time and for any reason. Such removal may be temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than forty-eight (48)hours, City shall notify Artist in the manner set forth herein. While it is intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth herein, this period may be shortened by City for any reason, without notice to the Artist. F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. G. Simultaneous display. City may elect to display the work of more than one Artist or Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery Curator. VI.INDEMNIFICATION,WAIVER,AND INSURANCE. A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees, guests, and/or invitees. B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Artist's performance of this Agreement, whether such loss or damage may be attributable to known or unknown ACCEPTANCE AGR1_1__MENT—INITIAL POINT GALLERY DISPLAY PAGE 3 Page 212 Item#14. conditions, except for liability arising out of the tortious conduct of City or its officers, agents or employees. C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the artwork; of the Artist's person, property, or interests; and/or of the Artist's employees or agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as may be required in order to protect Artist's insurable interests for its rights and obligations described within this Agreement, including, but not limited to, liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery. VII. TERMINATION. A. Termination for cause. If City determines that Artist has failed to comply with or is in default of any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party shall have the right to terminate the Agreement by providing written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have two (2) calendar days, not including Sundays or federal holidays, after the other party mails such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated immediately upon mailing of written notice of termination. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Artist. C. Termination upon death or incapacity of Artist. This Agreement shall automatically terminate upon the death or incapacity of Artist. D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. VIII. GENERAL PROVISIONS. A. Relationship of Parties. It is the express intention of Parties that Artist is an independent party and not an employee, agent,joint venturer, or partner of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Artist and City or between Artist and any official, agent, or ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 Page 213 Item#14. employee of City. Both parties acknowledge that Artist is not an employee of City. Artist shall retain the right to perform services for others during the term of this Agreement. B. Compliance with law. Throughout the course of this Agreement,Artist shall comply with any and all applicable federal, state, and local laws. C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement, Artist shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory disability. D. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. E. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation, performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. F. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. G. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations under this Agreement that require or that may require Artist's artistic talent or expertise. Artist may subcontract or assign obligations that do not require Artist's artistic talent or expertise. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. I. Notice. Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed, if to the Artist, to the address written below, and if to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either party may change its respective mailing address by giving written notice of such change in the manner herein provided. J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this ACCEPTANCE AGREEMENT—INITIAL POIN"r GALLERY DISPLAY PAGE 5 Page 214 Item#14. Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the Effective Date written above. ARTIST: S h,4NV11ubbs Address: Phone: 9.5Y.,� E-mail: � 6 Lon Adc L..+e_y, hoo.c,1"q CITY--OF MERIDIAN: BY: Robert E. Simison Attest: Chris Johnson, City Clerk ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 6 Page 215 Item#14. ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY,MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 1 st day of December , 20 20 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Treasure Valley Artists Alliance, Inc., a non-profit corporation organized under the laws of the state of Idaho ("Organization"). (City and Organization may hereinafter be collectively referred to as "Parties.") WHEREAS, City desires that public art will be a component of Meridian City Hall by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery"); WHEREAS, the Meridian Arts Commission ("Commission") recommends to the Meridian City Council that Organization's artwork be displayed in Initial Point Gallery; WHEREAS,the Meridian City Council accepts such recommendation and directs the Commission to work with Organization to establish a display of Organization's artwork in Initial Point Gallery; and WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of public business, that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; 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. SCOPE OF SERVICES. Organization shall personally deliver artwork to Initial Point Gallery, on March 4, 2021, at such time as is specified by the Gallery Curator. Organization shall be responsible for installing such artwork on March 4, 2021, at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from March 4, 2021 through April 1, 2021, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on April 2, 2021, at such time as is specified by the Gallery Curator. II. COMPENSATION AND SALE OF ARTWORK. A. No compensation. Organization's artwork shall be displayed in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Organization or any member thereof for services, work, and/or any activity undertaken pursuant to or related to this Agreement. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 1 Page 216 Item#14. B. Sale of artwork. Organization or its members may, at the direction of and in the manner established by the Gallery Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City personnel shall not facilitate in any way the sale of Organization's work; any transaction related to the sale of artwork shall be handled solely by Organization. Organization acknowledges the Commission's request that Organization or its members voluntarily donate to the Commission twenty percent(20%) of proceeds from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of artwork on display in Initial Point Gallery, Organization may remove such artwork from the Gallery,provided that Organization replaces the removed piece with another piece of artwork within twenty- four(24)hours of such removal. Organization shall coordinate the removal, replacement, and/or substitution of any and all artwork with the Gallery Curator prior to such activity. III.TIME OF PERFORMANCE. Organization shall provide services described in this Agreement in a timely manner, as described herein. Organization acknowledges and agrees that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. IV.INSTALLATION. A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Organization shall coordinate any and all such activity with the Gallery Curator. Organization shall be responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date of delivery of artwork to Initial Point Gallery to confirm details regarding the installation,removal,publicity, and promotion of the exhibit. Organization's failure to affirmatively contact the Gallery Curator as required by this paragraph shall constitute a default of this Agreement. B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may inspect and/or review the artwork proposed by Organization for display in Initial Point Gallery to ensure compliance with all criteria set forth in the most recent Call to Organizations issued for Initial Point Gallery, as well as to ensure that such artwork may be safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in these enumerated documents, does not reflect artwork as described to the Commission or the Gallery Curator, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 Page 217 Item#14. V. DISPLAY. A. Original artwork. Organization warrants that any and all artwork provided by Organization for display in Initial Point Gallery shall be, and is, original work conceived and created by Organization's member artists. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for purposes of advertising, marketing, and public information. Where practicable and to the extent of City's authority, the artist shall be acknowledged on each such photograph to be the creator of the original subject thereof,provided that photographic reproductions of artwork shall not be identified as or represented to be the finished artwork. C. Use of Organization's name. Organization hereby conveys to City permission to use Organization's name and/or logo for purposes of advertising, marketing, and public information, without violation of Organization's rights of privacy or any other rights Organization may possess under this Agreement. D. Use of City's name. City hereby conveys to Organization permission to use City's name for purposes of advertising, marketing, and public information, without violation of City's rights of privacy or any other rights City may possess under this Agreement,provided that Organization shall not use City's logo for any purpose without the express, written permission of the Mayor's Chief of Staff. E. Removal of artwork by City. City shall have the right to remove Organization's artwork from public display at any time and for any reason. Such removal may be temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than forty-eight(48)hours, City shall notify Organization in the manner set forth herein. While it is intended that Organization's artwork will be displayed in Initial Point Gallery for the period set forth herein, this period may be shortened by City for any reason, without notice to the Organization. F. Removal of artwork by Organization. Organization shall coordinate with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. G. Simultaneous display. City may elect to display the work of more than one Organization or Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery Curator. VI.INDEMNIFICATION,WAIVER,AND INSURANCE. A. Indemnification. Organization and each of its members shall, and hereby does, indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 218 Item#14. persons or property, and from any and all losses and expenses caused or incurred by Organization or Organization's members, servants, agents, employees, guests, and/or invitees. B. Waiver. Organization and each of its members shall, and hereby does, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Organization's performance of this Agreement, whether such loss or damage may be attributable to known or unknown conditions, except for liability arising out of the tortious conduct of City or its officers, agents or employees. C. Insurance Organization's responsibility. City shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by Organization in the furtherance of Organizations' rights or obligations described herein. Insurance of the artwork; of related persons,property, or interests; and/or members, employees, or agents shall be the sole responsibility of Organization and/or its members. Organization and its members shall obtain all necessary insurance as may be required in order to protect Organization's insurable interests for its rights and obligations described within this Agreement, including,but not limited to, liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. Organization shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery. VII. TERMINATION. A. Termination for cause. If City determines that Organization or any of its members has failed to comply with or is in default of any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party shall have the right to terminate the Agreement by providing written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have two (2) business days after the other party mails such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated immediately upon mailing of written notice of termination. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Organization. C. Termination upon death or incapacity of Organization. This Agreement shall automatically terminate upon the death or incapacity of Organization. D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 Page 219 Item#14. VIII. GENERAL PROVISIONS. A. Relationship of Parties. It is the express intention of Parties that Organization and its members are independent parties and not employees, agents,joint venturers, or partners of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Organization and City; between Organization and any official, agent, or employee of City; between any member of Organization and City; or between any member of Organization and any official, agent, or employee of City. All parties acknowledge that neither Organization nor its members are employees of City. Organization shall retain the right to perform services for others during the term of this Agreement. B. Compliance with law. Throughout the course of this Agreement, Organization shall comply with any and all applicable federal, state, and local laws. C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement, Organization shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory disability. D. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. E. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation,performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. F. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. G. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. H. Successors and assigns. Organization shall not subcontract or assign any of Organization's obligations under this Agreement that require or that may require Organization's artistic talent or expertise. Organization may subcontract or assign obligations that do not require Organization's artistic talent or expertise. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 page 220 Item#14. I. Notice.Any and all notice required to be provided by the Parties hereto,unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed, if to the Organization, to the address written below, and if to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either party may change its respective mailing address by giving written notice of such change in the manner herein provided. J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. V— Warranty of authority.The party signing below on behalf of Organization("Signatory„) expressly warrants that, to the extent set forth herein, Signatory is duly authorized to act as the representative and agent of Organization. Signatory further warrants that Signatory is authorized to bind Organization and its members to the obligations set forth herein,and to accept the liabilities as established herein on behalf of Organization and its members. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the Effective Date written above. ORGANIZATION: Treasure Valley Artist Alliance,Inc. j ssie wimeley Presiden ddress• a Phone: q--7 1, qot# ' L4 -7 2 q ...,,..,...—.. E-mail: a :L feu StaVg- Ua 1 j� Ay-kS�S Al l+a"6e• 6v- CM OF MERIDIAN: BY: Robert E. SImison, Mayor Attest Chris Johnson,City Clerk ACCEPTANCE,AGREEMENT—INMAL POINT GALLERY DISPLAY PAc&6 Page 221 Item#14. ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY,MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 1 st day of December , 20 20 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Mark McGinnis, an individual person("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.") WHEREAS,the City desires that public art will be a component of Meridian City Hall by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery"); WHEREAS, the Meridian Arts Commission ("Commission") recommends to the Meridian City Council that Artist's artwork be displayed in Initial Point Gallery; WHEREAS,the Meridian City Council accepts such recommendation and directs the Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery; and WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of public business, that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; 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. SCOPE OF SERVICES. Artist shall personally deliver artwork to Initial Point Gallery, on April 2, 2021, at such time as is specified by the Gallery Curator. Artist shall be responsible for installing such artwork on April 2, 2021, at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from April 2, 2021through May 6, 2021, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on May 7, 2021, at such time as is specified by the Gallery Curator. II. COMPENSATION AND SALE OF ARTWORK. A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Artist for services, work, and/or any activity undertaken pursuant to or related to this Agreement. B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery ACCEPTANCE AGREEMENT-INITIAL POINT GALLERY DISPLAY PAGE 1 Page 222 Item#14. Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City personnel shall not facilitate in any way the sale of Artist's work; any transaction related to the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's request that Artist voluntarily donate to the Commission twenty percent(20%) of proceeds from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery, provided that Artist replaces the removed piece with another piece of artwork within twenty- four(24)hours of such removal. Artist shall coordinate the removal, replacement, and/or substitution of any and all artwork with the Gallery Curator prior to such activity. III.TIME OF PERFORMANCE. Artist shall provide services described in this Agreement in a timely manner, as described herein. Artist acknowledges and agrees that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. IV.INSTALLATION. A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Artist shall coordinate any and all such activity with the Gallery Curator. Artist shall be responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date of delivery of artwork to Initial Point Gallery to confirm details regarding the installation, removal,publicity, and promotion of the exhibit. Artist's failure to affirmatively contact the Gallery Curator as required by this paragraph shall constitute a default of this Agreement. B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to ensure compliance with all criteria set forth in the most recent Call to Artists issued for Initial Point Gallery, and the Application and Acknowledgements Form completed by Artist, as well as to ensure that such artwork may be safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in these enumerated documents, does not reflect artwork as described to the Commission or the Gallery Curator, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. V. DISPLAY. A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in Initial Point Gallery shall be, and is, original work conceived and created by Artist. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 Page 223 Item#14. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for purposes of advertising, marketing, and public information. Where practicable and to the extent of City's authority, Artist shall be acknowledged on each such photograph to be the creator of the original subject thereof, provided that photographic reproductions of artwork shall not be identified as or represented to be the finished artwork. C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for purposes of advertising, marketing, and public information, without violation of Artist's rights of privacy or any other rights Artist may possess under this Agreement,provided that City shall not use Artist's logo, if any, for any purpose without the express, written permission of Artist. D. Use of City's name. City hereby conveys to Artist permission to use City's name for purposes of advertising, marketing, and public information, without violation of City's rights of privacy or any other rights City may possess under this Agreement,provided that Artist shall not use City's logo for any purpose without the express, written permission of the Mayor's Chief of Staff. E. Removal of artwork by City. City shall have the right to remove Artist's artwork from public display at any time and for any reason. Such removal may be temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than forty-eight(48)hours, City shall notify Artist in the manner set forth herein. While it is intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth herein, this period may be shortened by City for any reason, without notice to the Artist. F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. G. Simultaneous display. City may elect to display the work of more than one Artist or Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery Curator. VI.INDEMNIFICATION,WAIVER,AND INSURANCE. A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees, guests, and/or invitees. B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Artist's performance of this Agreement, whether such loss or damage may be attributable to known or unknown ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 224 Item#14. conditions, except for liability arising out of the tortious conduct of City or its officers, agents or employees. C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the artwork; of the Artist's person,property, or interests; and/or of the Artist's employees or agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as may be required in order to protect Artist's insurable interests for its rights and obligations described within this Agreement, including,but not limited to, liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery. VII. TERMINATION. A. Termination for cause. If City determines that Artist has failed to comply with or is in default of any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party shall have the right to terminate the Agreement by providing written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have two (2) calendar days, not including Sundays or federal holidays, after the other party mails such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated immediately upon mailing of written notice of termination. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Artist. C. Termination upon death or incapacity of Artist. This Agreement shall automatically terminate upon the death or incapacity of Artist. D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. VIII. GENERAL PROVISIONS. A. Relationship of Parties. It is the express intention of Parties that Artist is an independent party and not an employee, agent,joint venturer, or partner of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Artist and City or between Artist and any official, agent, or ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 Page 225 Item#14. employee of City. Both parties acknowledge that Artist is not an employee of City. Artist shall retain the right to perform services for others during the term of this Agreement. B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with any and all applicable federal, state, and local laws. C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement, Artist shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory disability. D. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. E. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation,performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. F. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. G. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations under this Agreement that require or that may require Artist's artistic talent or expertise. Artist may subcontract or assign obligations that do not require Artist's artistic talent or expertise. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. I. Notice.Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed, if to the Artist, to the address written below, and if to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either parry may change its respective mailing address by giving written notice of such change in the manner herein provided. J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 page 226 Item#14. Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the Effective Date written above. ARTIST: Marti McGinnis Address: �_ ,u Phone: �9-0&— -1 —7 t(f 9 E-mail: ry) a.r l �, r� ,n n� 5�� 1 j. C'arm CITY OF MERIDIAN: BY: Robert E. Simison, Mayor Attest: Chris Johnson,City Clerk ACCEPTANCE AGREEMENT—I FIAL POINT GALLERY DISPLAY PAGE 6 Page 227 Item#14. ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY,MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 1 st day of December , 20 20("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Shaun Muscolo, an individual person("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.") WHEREAS,the City desires that public art will be a component of Meridian City Hall by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery"); WHEREAS, the Meridian Arts Commission ("Commission") recommends to the Meridian City Council that Artist's artwork be displayed in Initial Point Gallery; WHEREAS,the Meridian City Council accepts such recommendation and directs the Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery; and WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of public business, that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; 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. SCOPE OF SERVICES. Artist shall personally deliver artwork to Initial Point Gallery, on April 2, 2021, at such time as is specified by the Gallery Curator. Artist shall be responsible for installing such artwork on April 2, 2021, at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from April 2, 2021 through May 6, 2021, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on May 7, 2021, at such time as is specified by the Gallery Curator. II. COMPENSATION AND SALE OF ARTWORK. A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Artist for services, work, and/or any activity undertaken pursuant to or related to this Agreement. B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery ACCEPTANCE AGREEMENT-INITIAL POINT GALLERY DISPLAY PAGE 1 Page 228 Item#14. Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City personnel shall not facilitate in any way the sale of Artist's work; any transaction related to the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's request that Artist voluntarily donate to the Commission twenty percent(20%) of proceeds from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery, provided that Artist replaces the removed piece with another piece of artwork within twenty- four(24)hours of such removal. Artist shall coordinate the removal, replacement, and/or substitution of any and all artwork with the Gallery Curator prior to such activity. III.TIME OF PERFORMANCE. Artist shall provide services described in this Agreement in a timely manner, as described herein. Artist acknowledges and agrees that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. IV.INSTALLATION. A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Artist shall coordinate any and all such activity with the Gallery Curator. Artist shall be responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date of delivery of artwork to Initial Point Gallery to confirm details regarding the installation, removal,publicity, and promotion of the exhibit. Artist's failure to affirmatively contact the Gallery Curator as required by this paragraph shall constitute a default of this Agreement. B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to ensure compliance with all criteria set forth in the most recent Call to Artists issued for Initial Point Gallery, and the Application and Acknowledgements Form completed by Artist, as well as to ensure that such artwork may be safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in these enumerated documents, does not reflect artwork as described to the Commission or the Gallery Curator, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. V. DISPLAY. A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in Initial Point Gallery shall be, and is, original work conceived and created by Artist. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 Page 229 Item#14. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for purposes of advertising, marketing, and public information. Where practicable and to the extent of City's authority, Artist shall be acknowledged on each such photograph to be the creator of the original subject thereof,provided that photographic reproductions of artwork shall not be identified as or represented to be the finished artwork. C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for purposes of advertising, marketing, and public information, without violation of Artist's rights of privacy or any other rights Artist may possess under this Agreement,provided that City shall not use Artist's logo, if any, for any purpose without the express, written permission of Artist. D. Use of City's name. City hereby conveys to Artist permission to use City's name for purposes of advertising, marketing, and public information, without violation of City's rights of privacy or any other rights City may possess under this Agreement,provided that Artist shall not use City's logo for any purpose without the express, written permission of the Mayor's Chief of Staff. E. Removal of artwork by City. City shall have the right to remove Artist's artwork from public display at any time and for any reason. Such removal may be temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than forty-eight(48)hours, City shall notify Artist in the manner set forth herein. While it is intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth herein, this period may be shortened by City for any reason, without notice to the Artist. F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. G. Simultaneous display. City may elect to display the work of more than one Artist or Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery Curator. VI.INDEMNIFICATION,WAIVER,AND INSURANCE. A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees, guests, and/or invitees. B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Artist's performance of this Agreement, whether such loss or damage may be attributable to known or unknown ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 230 Item#14. conditions, except for liability arising out of the tortious conduct of City or its officers, agents or employees. C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the artwork; of the Artist's person,property, or interests; and/or of the Artist's employees or agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as may be required in order to protect Artist's insurable interests for its rights and obligations described within this Agreement, including,but not limited to, liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery. VII. TERMINATION. A. Termination for cause. If City determines that Artist has failed to comply with or is in default of any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party shall have the right to terminate the Agreement by providing written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have two (2) calendar days, not including Sundays or federal holidays, after the other party mails such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated immediately upon mailing of written notice of termination. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Artist. C. Termination upon death or incapacity of Artist. This Agreement shall automatically terminate upon the death or incapacity of Artist. D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. VIII. GENERAL PROVISIONS. A. Relationship of Parties. It is the express intention of Parties that Artist is an independent party and not an employee, agent,joint venturer, or partner of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Artist and City or between Artist and any official, agent, or ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 Page 231 Item#14. employee of City. Both parties acknowledge that Artist is not an employee of City. Artist shall retain the right to perform services for others during the term of this Agreement. B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with any and all applicable federal, state, and local laws. C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement, Artist shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory disability. D. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. E. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation,performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. F. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. G. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations under this Agreement that require or that may require Artist's artistic talent or expertise. Artist may subcontract or assign obligations that do not require Artist's artistic talent or expertise. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. I. Notice.Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed, if to the Artist, to the address written below, and if to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either parry may change its respective mailing address by giving written notice of such change in the manner herein provided. J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 page 232 Item#14. Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the Effective Date written above. i i ARTIST: i Shaun Mu c to/� A' r,1 Address: d�9�b !�• Pled() KO-Af z Wrr- AV It A V � T t> b z LD4-i0 Phone: 0 5"5 84- M3 E-mail: 12-11 Wy 1AUVA . VVL05CDIdR rd. COY CITY OF MERIDIAN: BY: TRobert E. SImison, Mayor Attest: Chris Johnson, City Clerk I I i ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 6 page 233 Item#14. ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY,MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 1st day of December 20 20 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Cara Hinkson("Organizer"), on behalf of the West Ada School District("District"). (City and Organizer may hereinafter be collectively referred to as "Parties.") WHEREAS,the City desires that public art will be a component of Meridian City Hall and to that end, the Meridian Arts Commission has invited District to display artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery"); WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of public business, that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; 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. SCOPE OF SERVICES. Organizer shall deliver artwork to Initial Point Gallery, on May 7, 2021, at such time as is specified by the Gallery Curator. Organizer shall be responsible for installing such artwork on May 7, 2021 at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from May 7, 2021 through June 3, 2021, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on June 4, 2021, at such time as is specified by the Gallery Curator. Organizer acknowledges and agrees that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. II. INSTALLATION. A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Organization shall coordinate any and all such activity with the Gallery Curator. Organization shall be responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date of delivery of artwork to Initial Point Gallery to confirm details regarding the installation, removal,publicity, and promotion of the exhibit. Organization's failure to affirmatively contact the Gallery Curator as required by this paragraph shall constitute a default of this Agreement. B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may inspect and/or review the artwork proposed by Organization for display in Initial Point Gallery ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 1 page 234 Item#14. to ensure compliance with all criteria set forth in the most recent Call to Organizations issued for Initial Point Gallery, as well as to ensure that such artwork may be safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in these enumerated documents, does not reflect artwork as described to the Commission or the Gallery Curator, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. III.DISPLAY. A. Original artwork. Organizer warrants that any and all artwork provided by Organizer for display in Initial Point Gallery shall be, and is, original work conceived and created by students of District, as written and signed by students. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for purposes of advertising, marketing, and public information,permission for photography is signed by parents/guardians and those permission forms will be provide to the City prior to display of the art. C. Use of District's name. District hereby conveys to City permission to use District's name and/or logo for purposes of advertising, marketing, and public information, without violation of District's rights of privacy or any other rights District may possess under this Agreement. D. Use of City's name. City hereby conveys to District permission to use City's name for purposes of advertising, marketing, and public information,provided that neither Organizer nor its members shall use City's logo for any purpose without the express, written permission of the Mayor's Chief of Staff. E. Removal of artwork by City. City shall have the right to remove artwork from public display at any time and for any reason. Such removal may be temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than forty-eight (48) hours, City shall notify Organizer in the manner set forth herein. While it is intended that District's artwork will be displayed in Initial Point Gallery for the period set forth herein,this period may be shortened by City for any reason without notice. F. Removal of artwork by District. Organizer shall coordinate with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. IV.INDEMNIFICATION,WAIVER,AND INSURANCE. A. Indemnification. On or about January 27, 2015, City and District entered into a"Hold Harmless and Indemnity Agreement"; such agreement is incorporated herein by reference as though set forth fully herein. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 page 235 Item#14. B. Waiver. Organizer and District shall, and hereby do, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Organizer's or District's performance of this Agreement, whether such loss or damage may be attributable to known or unknown conditions, except for liability arising out of the tortious conduct of City or its officers, agents or employees. Parents/guardians also waive any and all claims and recourse against City,per the individual forms signed and submitted. C. Insurance is District's responsibility. City shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by District or its members in the furtherance of the respective rights or obligations described herein. Insurance of the artwork; of the District's or its members' persons, property, or interests; and/or of the District's or its members' employees or agents shall be the sole responsibility of District. District or its members shall obtain all necessary insurance as may be required in order to protect those parties' insurable interests for their rights and obligations described within this Agreement, including,but not limited to, liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. District shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery. Parents/guardians also waive any and all claims about damage or loss of art in the individual forms submitted against the District. D. Permission is District's responsibility. District shall be responsible for obtaining written permission from the parent or guardian of each student artist whose work is displayed in Initial Point Gallery, to include acknowledgments that: l. The City of Meridian will not assume liability for or provide insurance to cover any loss, theft, or damage of the artwork. 2. By allowing the child's participation, the parents bear all risks, some of which are unknown, and release and indemnify the City from all related claims for damages. 3. Meridian City Hall is primarily a place of public business and Initial Point Gallery is a public place. The City seeks to encourage artistic expression and public dialogue, but must also ensure that City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable. To this end, artwork will be displayed which: is appropriate in subject and content for a functioning government workplace, is consistent with City policy and community values, contributes to the aesthetic and cultural atmosphere of Meridian City Hall, and is not disruptive or likely to offend the general public. V. TERMINATION. A. Termination for cause. If City determines that Organizer, District, or any of its members have failed to comply with or are in default of any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party shall have the right to terminate the Agreement by providing written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 236 Item#14. defaulting party shall have two (2) calendar days, not including Sundays or federal holidays, after the other party mails such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated immediately upon mailing of written notice of termination. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Organizer. C. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. VI.GENERAL PROVISIONS. A. Compliance with law. Throughout the course of this Agreement, Organizer, District, and District's members shall comply with any and all applicable federal, state, and local laws. B. Non-discrimination. In fulfilling or exercising any right or obligation under this Agreement, neither Organizer nor District shall discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory disability. C. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. D. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation,performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. E. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. F. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. G. Successors and assigns. District shall not subcontract or assign any of District's obligations under this Agreement that require or that may require their artistic talent or expertise. District may subcontract or assign obligations that do not require artistic talent or expertise. All of the terms,provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. H. Notice.Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed as follows: ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 page 237 Item#14. West Ada School District: City: Cara Hinkson Initial Point Gallery Curator WASD Fine Arts Coordinator 33 E. Broadway Avenue 1303 E Central Drive Meridian ID 83642 Meridian ID 83642 Either party may change its respective mailing address by giving written notice of such change in the manner herein provided. I. Warranty of authority. Organizer expressly warrants that, to the extent set forth herein, Organizer is duly authorized to act as the representative and agent of District. Organizer further warrants that Organizer is authorized to bind District and its members and principals to the obligations set forth herein, and to accept the liabilities as established herein on behalf of District and its members and principals. J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the Effective Date written above. J ER: West d hool District CITY OF MERIDIAN: BY: Attest: Robert E. Simison, Mayor Chris Johnson, City Clerk ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 Page 238 Item#14. ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY,MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 1 st day of December 20 20 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Antonia Hedrick, an individual person("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.") WHEREAS,the City desires that public art will be a component of Meridian City Hall by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery"); WHEREAS, the Meridian Arts Commission ("Commission") recommends to the Meridian City Council that Artist's artwork be displayed in Initial Point Gallery; WHEREAS,the Meridian City Council accepts such recommendation and directs the Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery; and WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of public business, that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; 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. SCOPE OF SERVICES. Artist shall personally deliver artwork to Initial Point Gallery, on June 4, 2021, at such time as is specified by the Gallery Curator. Artist shall be responsible for installing such artwork on June 4, 2021, at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from June 4, 2021 through July 1, 2021, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on July 2, 2021, at such time as is specified by the Gallery Curator. II. COMPENSATION AND SALE OF ARTWORK. A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Artist for services, work, and/or any activity undertaken pursuant to or related to this Agreement. B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE I Page 239 Item#14. Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City personnel shall not facilitate in any way the sale of Artist's work; any transaction related to the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's request that Artist voluntarily donate to the Commission twenty percent(20%) of proceeds from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery, provided that Artist replaces the removed piece with another piece of artwork within twenty- four(24)hours of such removal. Artist shall coordinate the removal, replacement, and/or substitution of any and all artwork with the Gallery Curator prior to such activity. III.TIME OF PERFORMANCE. Artist shall provide services described in this Agreement in a timely manner, as described herein. Artist acknowledges and agrees that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. IV.INSTALLATION. A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Artist shall coordinate any and all such activity with the Gallery Curator. Artist shall be responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date of delivery of artwork to Initial Point Gallery to confirm details regarding the installation, removal,publicity, and promotion of the exhibit. Artist's failure to affirmatively contact the Gallery Curator as required by this paragraph shall constitute a default of this Agreement. B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to ensure compliance with all criteria set forth in the most recent Call to Artists issued for Initial Point Gallery, and the Application and Acknowledgements Form completed by Artist, as well as to ensure that such artwork may be safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in these enumerated documents, does not reflect artwork as described to the Commission or the Gallery Curator, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. V. DISPLAY. A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in Initial Point Gallery shall be, and is, original work conceived and created by Artist. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 Page 240 Item#14. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for purposes of advertising, marketing, and public information. Where practicable and to the extent of City's authority, Artist shall be acknowledged on each such photograph to be the creator of the original subject thereof, provided that photographic reproductions of artwork shall not be identified as or represented to be the finished artwork. C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for purposes of advertising, marketing, and public information, without violation of Artist's rights of privacy or any other rights Artist may possess under this Agreement,provided that City shall not use Artist's logo, if any, for any purpose without the express, written permission of Artist. D. Use of City's name. City hereby conveys to Artist permission to use City's name for purposes of advertising, marketing, and public information, without violation of City's rights of privacy or any other rights City may possess under this Agreement,provided that Artist shall not use City's logo for any purpose without the express, written permission of the Mayor's Chief of Staff. E. Removal of artwork by City. City shall have the right to remove Artist's artwork from public display at any time and for any reason. Such removal may be temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than forty-eight(48)hours, City shall notify Artist in the manner set forth herein. While it is intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth herein, this period may be shortened by City for any reason, without notice to the Artist. F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. G. Simultaneous display. City may elect to display the work of more than one Artist or Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery Curator. VI.INDEMNIFICATION,WAIVER,AND INSURANCE. A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees, guests, and/or invitees. B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Artist's performance of this Agreement, whether such loss or damage may be attributable to known or unknown ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 241 Item#14. conditions, except for liability arising out of the tortious conduct of City or its officers, agents or employees. C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the artwork; of the Artist's person,property, or interests; and/or of the Artist's employees or agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as may be required in order to protect Artist's insurable interests for its rights and obligations described within this Agreement, including,but not limited to, liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery. VII. TERMINATION. A. Termination for cause. If City determines that Artist has failed to comply with or is in default of any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party shall have the right to terminate the Agreement by providing written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have two (2) calendar days, not including Sundays or federal holidays, after the other party mails such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated immediately upon mailing of written notice of termination. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Artist. C. Termination upon death or incapacity of Artist. This Agreement shall automatically terminate upon the death or incapacity of Artist. D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. VIII. GENERAL PROVISIONS. A. Relationship of Parties. It is the express intention of Parties that Artist is an independent party and not an employee, agent,joint venturer, or partner of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Artist and City or between Artist and any official, agent, or ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 Page 242 Item#14. employee of City. Both parties acknowledge that Artist is not an employee of City. Artist shall retain the right to perform services for others during the term of this Agreement. B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with any and all applicable federal, state, and local laws. C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement, Artist shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory disability. D. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. E. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation,performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. F. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. G. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations under this Agreement that require or that may require Artist's artistic talent or expertise. Artist may subcontract or assign obligations that do not require Artist's artistic talent or expertise. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. I. Notice.Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed, if to the Artist, to the address written below, and if to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either parry may change its respective mailing address by giving written notice of such change in the manner herein provided. J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 page 243 Item#14. Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the Effective Date written above. ARTIST: r And6nid Hedrick Address: 9901 W. Pattie Drive Boise, ID 83704 Phone: 208-859-5244 E-mail: amlhedrick a(�gmail.rnm CITY OF MERIDIAN: BY: Robert E. Simison, Mayor Attest: Chris Johnson, City Clerk ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 6 Page 244 Item#14. ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY,MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 1 st day of December , 2020 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Kathryn Farnworth, an individual person("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.") WHEREAS,the City desires that public art will be a component of Meridian City Hall by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery"); WHEREAS, the Meridian Arts Commission ("Commission") recommends to the Meridian City Council that Artist's artwork be displayed in Initial Point Gallery; WHEREAS,the Meridian City Council accepts such recommendation and directs the Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery; and WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of public business, that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; 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. SCOPE OF SERVICES. Artist shall personally deliver artwork to Initial Point Gallery, on June 4, 2021, at such time as is specified by the Gallery Curator. Artist shall be responsible for installing such artwork on June 4, 2021, at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from June 4, 2021through July 1, 2021, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on July 2, 2021, at such time as is specified by the Gallery Curator. II. COMPENSATION AND SALE OF ARTWORK. A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Artist for services, work, and/or any activity undertaken pursuant to or related to this Agreement. B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE I page 245 Item#14. Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City personnel shall not facilitate in any way the sale of Artist's work; any transaction related to the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's request that Artist voluntarily donate to the Commission twenty percent(20%) of proceeds from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery, provided that Artist replaces the removed piece with another piece of artwork within twenty- four(24)hours of such removal. Artist shall coordinate the removal, replacement, and/or substitution of any and all artwork with the Gallery Curator prior to such activity. III.TIME OF PERFORMANCE. Artist shall provide services described in this Agreement in a timely manner, as described herein. Artist acknowledges and agrees that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. IV.INSTALLATION. A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Artist shall coordinate any and all such activity with the Gallery Curator. Artist shall be responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date of delivery of artwork to Initial Point Gallery to confirm details regarding the installation, removal,publicity, and promotion of the exhibit. Artist's failure to affirmatively contact the Gallery Curator as required by this paragraph shall constitute a default of this Agreement. B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to ensure compliance with all criteria set forth in the most recent Call to Artists issued for Initial Point Gallery, and the Application and Acknowledgements Form completed by Artist, as well as to ensure that such artwork may be safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in these enumerated documents, does not reflect artwork as described to the Commission or the Gallery Curator, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. V. DISPLAY. A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in Initial Point Gallery shall be, and is, original work conceived and created by Artist. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 Page 246 Item#14. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for purposes of advertising, marketing, and public information. Where practicable and to the extent of City's authority, Artist shall be acknowledged on each such photograph to be the creator of the original subject thereof, provided that photographic reproductions of artwork shall not be identified as or represented to be the finished artwork. C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for purposes of advertising, marketing, and public information, without violation of Artist's rights of privacy or any other rights Artist may possess under this Agreement,provided that City shall not use Artist's logo, if any, for any purpose without the express, written permission of Artist. D. Use of City's name. City hereby conveys to Artist permission to use City's name for purposes of advertising, marketing, and public information, without violation of City's rights of privacy or any other rights City may possess under this Agreement,provided that Artist shall not use City's logo for any purpose without the express, written permission of the Mayor's Chief of Staff. E. Removal of artwork by City. City shall have the right to remove Artist's artwork from public display at any time and for any reason. Such removal may be temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than forty-eight(48)hours, City shall notify Artist in the manner set forth herein. While it is intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth herein, this period may be shortened by City for any reason, without notice to the Artist. F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. G. Simultaneous display. City may elect to display the work of more than one Artist or Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery Curator. VI.INDEMNIFICATION,WAIVER,AND INSURANCE. A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees, guests, and/or invitees. B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Artist's performance of this Agreement, whether such loss or damage may be attributable to known or unknown ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 Page 247 Item#14. conditions, except for liability arising out of the tortious conduct of City or its officers, agents or employees. C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the artwork; of the Artist's person,property, or interests; and/or of the Artist's employees or agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as may be required in order to protect Artist's insurable interests for its rights and obligations described within this Agreement, including,but not limited to, liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery. VII. TERMINATION. A. Termination for cause. If City determines that Artist has failed to comply with or is in default of any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party shall have the right to terminate the Agreement by providing written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have two (2) calendar days, not including Sundays or federal holidays, after the other party mails such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated immediately upon mailing of written notice of termination. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Artist. C. Termination upon death or incapacity of Artist. This Agreement shall automatically terminate upon the death or incapacity of Artist. D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. VIII. GENERAL PROVISIONS. A. Relationship of Parties. It is the express intention of Parties that Artist is an independent party and not an employee, agent,joint venturer, or partner of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Artist and City or between Artist and any official, agent, or ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 Page 248 Item#14. employee of City. Both parties acknowledge that Artist is not an employee of City. Artist shall retain the right to perform services for others during the term of this Agreement. B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with any and all applicable federal, state, and local laws. C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement, Artist shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory disability. D. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. E. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation,performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. F. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. G. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations under this Agreement that require or that may require Artist's artistic talent or expertise. Artist may subcontract or assign obligations that do not require Artist's artistic talent or expertise. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. I. Notice.Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed, if to the Artist, to the address written below, and if to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either parry may change its respective mailing address by giving written notice of such change in the manner herein provided. J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 page 249 Item#14. Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the Effective Date written above. ARTIST: Kathryn Farn orth Address: IV611'1��Ialj , q-3&go Phone: -20 9 9 37 E-mail: C �L1 r� � �' v Uc/ its ��r� C 1'�Ci CITY OF MERIDIAN: BY: Robert E. Simison, Mayor Attest: Chris Johnson, City Clerk ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 6 Page 250 Item#14. ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY,MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 1 st day of December 20 20 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Sue Martin, an individual person ("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.") WHEREAS,the City desires that public art will be a component of Meridian City Hall by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery"); WHEREAS, the Meridian Arts Commission ("Commission") recommends to the Meridian City Council that Artist's artwork be displayed in Initial Point Gallery; WHEREAS,the Meridian City Council accepts such recommendation and directs the Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery; and WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of public business, that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; 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. SCOPE OF SERVICES. Artist shall personally deliver artwork to Initial Point Gallery, on June 4, 2021, at such time as is specified by the Gallery Curator. Artist shall be responsible for installing such artwork on June 4, 2021, at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from June 4, 2021 through July 1, 2021, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on July 2, 2021, at such time as is specified by the Gallery Curator. II. COMPENSATION AND SALE OF ARTWORK. A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Artist for services, work, and/or any activity undertaken pursuant to or related to this Agreement. B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 1 page 251 Item#14. Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City personnel shall not facilitate in any way the sale of Artist's work; any transaction related to the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's request that Artist voluntarily donate to the Commission twenty percent(20%) of proceeds from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery, provided that Artist replaces the removed piece with another piece of artwork within twenty- four(24)hours of such removal. Artist shall coordinate the removal, replacement, and/or substitution of any and all artwork with the Gallery Curator prior to such activity. III.TIME OF PERFORMANCE. Artist shall provide services described in this Agreement in a timely manner, as described herein. Artist acknowledges and agrees that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. IV.INSTALLATION. A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Artist shall coordinate any and all such activity with the Gallery Curator. Artist shall be responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date of delivery of artwork to Initial Point Gallery to confirm details regarding the installation, removal,publicity, and promotion of the exhibit. Artist's failure to affirmatively contact the Gallery Curator as required by this paragraph shall constitute a default of this Agreement. B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to ensure compliance with all criteria set forth in the most recent Call to Artists issued for Initial Point Gallery, and the Application and Acknowledgements Form completed by Artist, as well as to ensure that such artwork may be safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in these enumerated documents, does not reflect artwork as described to the Commission or the Gallery Curator, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. V. DISPLAY. A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in Initial Point Gallery shall be, and is, original work conceived and created by Artist. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 page 252 Item#14. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for purposes of advertising, marketing, and public information. Where practicable and to the extent of City's authority, Artist shall be acknowledged on each such photograph to be the creator of the original subject thereof, provided that photographic reproductions of artwork shall not be identified as or represented to be the finished artwork. C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for purposes of advertising, marketing, and public information, without violation of Artist's rights of privacy or any other rights Artist may possess under this Agreement,provided that City shall not use Artist's logo, if any, for any purpose without the express, written permission of Artist. D. Use of City's name. City hereby conveys to Artist permission to use City's name for purposes of advertising, marketing, and public information, without violation of City's rights of privacy or any other rights City may possess under this Agreement,provided that Artist shall not use City's logo for any purpose without the express, written permission of the Mayor's Chief of Staff. E. Removal of artwork by City. City shall have the right to remove Artist's artwork from public display at any time and for any reason. Such removal may be temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than forty-eight(48)hours, City shall notify Artist in the manner set forth herein. While it is intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth herein, this period may be shortened by City for any reason, without notice to the Artist. F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. G. Simultaneous display. City may elect to display the work of more than one Artist or Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery Curator. VI.INDEMNIFICATION,WAIVER,AND INSURANCE. A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees, guests, and/or invitees. B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Artist's performance of this Agreement, whether such loss or damage may be attributable to known or unknown ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 253 Item#14. conditions, except for liability arising out of the tortious conduct of City or its officers, agents or employees. C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the artwork; of the Artist's person,property, or interests; and/or of the Artist's employees or agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as may be required in order to protect Artist's insurable interests for its rights and obligations described within this Agreement, including,but not limited to, liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery. VII. TERMINATION. A. Termination for cause. If City determines that Artist has failed to comply with or is in default of any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party shall have the right to terminate the Agreement by providing written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have two (2) calendar days, not including Sundays or federal holidays, after the other party mails such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated immediately upon mailing of written notice of termination. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Artist. C. Termination upon death or incapacity of Artist. This Agreement shall automatically terminate upon the death or incapacity of Artist. D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. VIII. GENERAL PROVISIONS. A. Relationship of Parties. It is the express intention of Parties that Artist is an independent party and not an employee, agent,joint venturer, or partner of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Artist and City or between Artist and any official, agent, or ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 page 254 Item#14. employee of City. Both parties acknowledge that Artist is not an employee of City. Artist shall retain the right to perform services for others during the term of this Agreement. B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with any and all applicable federal, state, and local laws. C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement, Artist shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory disability. D. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. E. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation,performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. F. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. G. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations under this Agreement that require or that may require Artist's artistic talent or expertise. Artist may subcontract or assign obligations that do not require Artist's artistic talent or expertise. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. I. Notice.Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed, if to the Artist, to the address written below, and if to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either parry may change its respective mailing address by giving written notice of such change in the manner herein provided. J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 page 255 Item#14. Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the Effective Date written above. ARTIST: Sue Martin Address: 5-2 IFS V ayi a ti n �a, J'G/�.`�� �'6rc�o�-►-,, !mot`► �'Y' is v�' Phone: E-mail: <LC e 5 h1 aC>l' -t.n CITY OF MERIDIAN: BY: Robert E. Simison, Mayor Attest: Chris Johnson, City Clerk ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 6 Page 256 Item#14. ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY,MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 1st day of December , 20 20("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Dave Dillon, an individual person ("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.") WHEREAS,the City desires that public art will be a component of Meridian City Hall by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery"); WHEREAS, the Meridian Arts Commission ("Commission") recommends to the Meridian City Council that Artist's artwork be displayed in Initial Point Gallery; WHEREAS,the Meridian City Council accepts such recommendation and directs the Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery; and WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of public business, that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; 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. SCOPE OF SERVICES. Artist shall personally deliver artwork to Initial Point Gallery, on July 2, 2021, at such time as is specified by the Gallery Curator. Artist shall be responsible for installing such artwork on July 2, 2021, at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from July 2, 2021 through August 5, 2021, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on August 6, 2021, at such time as is specified by the Gallery Curator. II. COMPENSATION AND SALE OF ARTWORK. A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Artist for services, work, and/or any activity undertaken pursuant to or related to this Agreement. B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 1 Page 257 Item#14. Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City personnel shall not facilitate in any way the sale of Artist's work; any transaction related to the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's request that Artist voluntarily donate to the Commission twenty percent(20%) of proceeds from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery, provided that Artist replaces the removed piece with another piece of artwork within twenty- four(24)hours of such removal. Artist shall coordinate the removal, replacement, and/or substitution of any and all artwork with the Gallery Curator prior to such activity. III.TIME OF PERFORMANCE. Artist shall provide services described in this Agreement in a timely manner, as described herein. Artist acknowledges and agrees that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. IV.INSTALLATION. A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Artist shall coordinate any and all such activity with the Gallery Curator. Artist shall be responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date of delivery of artwork to Initial Point Gallery to confirm details regarding the installation, removal,publicity, and promotion of the exhibit. Artist's failure to affirmatively contact the Gallery Curator as required by this paragraph shall constitute a default of this Agreement. B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to ensure compliance with all criteria set forth in the most recent Call to Artists issued for Initial Point Gallery, and the Application and Acknowledgements Form completed by Artist, as well as to ensure that such artwork may be safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in these enumerated documents, does not reflect artwork as described to the Commission or the Gallery Curator, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. V. DISPLAY. A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in Initial Point Gallery shall be, and is, original work conceived and created by Artist. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 Page 258 Item#14. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for purposes of advertising, marketing, and public information. Where practicable and to the extent of City's authority, Artist shall be acknowledged on each such photograph to be the creator of the original subject thereof, provided that photographic reproductions of artwork shall not be identified as or represented to be the finished artwork. C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for purposes of advertising, marketing, and public information, without violation of Artist's rights of privacy or any other rights Artist may possess under this Agreement,provided that City shall not use Artist's logo, if any, for any purpose without the express, written permission of Artist. D. Use of City's name. City hereby conveys to Artist permission to use City's name for purposes of advertising, marketing, and public information, without violation of City's rights of privacy or any other rights City may possess under this Agreement,provided that Artist shall not use City's logo for any purpose without the express, written permission of the Mayor's Chief of Staff. E. Removal of artwork by City. City shall have the right to remove Artist's artwork from public display at any time and for any reason. Such removal may be temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than forty-eight(48)hours, City shall notify Artist in the manner set forth herein. While it is intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth herein, this period may be shortened by City for any reason, without notice to the Artist. F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. G. Simultaneous display. City may elect to display the work of more than one Artist or Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery Curator. VI.INDEMNIFICATION,WAIVER,AND INSURANCE. A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees, guests, and/or invitees. B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Artist's performance of this Agreement, whether such loss or damage may be attributable to known or unknown ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 Page 259 Item#14. conditions, except for liability arising out of the tortious conduct of City or its officers, agents or employees. C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the artwork; of the Artist's person,property, or interests; and/or of the Artist's employees or agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as may be required in order to protect Artist's insurable interests for its rights and obligations described within this Agreement, including,but not limited to, liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery. VII. TERMINATION. A. Termination for cause. If City determines that Artist has failed to comply with or is in default of any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party shall have the right to terminate the Agreement by providing written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have two (2) calendar days, not including Sundays or federal holidays, after the other party mails such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated immediately upon mailing of written notice of termination. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Artist. C. Termination upon death or incapacity of Artist. This Agreement shall automatically terminate upon the death or incapacity of Artist. D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. VIII. GENERAL PROVISIONS. A. Relationship of Parties. It is the express intention of Parties that Artist is an independent party and not an employee, agent,joint venturer, or partner of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Artist and City or between Artist and any official, agent, or ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 Page 260 Item#14. employee of City. Both parties acknowledge that Artist is not an employee of City. Artist shall retain the right to perform services for others during the term of this Agreement. B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with any and all applicable federal, state, and local laws. C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement, Artist shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory disability. D. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. E. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation,performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. F. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. G. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations under this Agreement that require or that may require Artist's artistic talent or expertise. Artist may subcontract or assign obligations that do not require Artist's artistic talent or expertise. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. I. Notice.Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed, if to the Artist, to the address written below, and if to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either parry may change its respective mailing address by giving written notice of such change in the manner herein provided. J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 page 261 Item#14. Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the Effective Date written above. A TIST, Da e Dillon Address: �'C 1G�l t CA(, Phone: -G ( 00 E-mail: � C ACD t C(�''V� �( CITY OF MERIDIAN: BY: Robert E. Simison, Mayor Attest: Chris Johnson, City Clerk ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 6 page 262 Item#14. ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY,MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 1 st day of December 20 20 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Stephanie Teeter, an individual person("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.") WHEREAS,the City desires that public art will be a component of Meridian City Hall by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery"); WHEREAS, the Meridian Arts Commission ("Commission") recommends to the Meridian City Council that Artist's artwork be displayed in Initial Point Gallery; WHEREAS,the Meridian City Council accepts such recommendation and directs the Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery; and WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of public business, that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; 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. SCOPE OF SERVICES. Artist shall personally deliver artwork to Initial Point Gallery, on July 2, 2021, at such time as is specified by the Gallery Curator. Artist shall be responsible for installing such artwork on July 2, 2021, at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from July 2, 2021 through August 5, 2021, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on August 6, 2021, at such time as is specified by the Gallery Curator. II. COMPENSATION AND SALE OF ARTWORK. A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Artist for services, work, and/or any activity undertaken pursuant to or related to this Agreement. B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 1 Page 263 Item#14. Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City personnel shall not facilitate in any way the sale of Artist's work; any transaction related to the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's request that Artist voluntarily donate to the Commission twenty percent(20%) of proceeds from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery, provided that Artist replaces the removed piece with another piece of artwork within twenty- four(24)hours of such removal. Artist shall coordinate the removal, replacement, and/or substitution of any and all artwork with the Gallery Curator prior to such activity. III.TIME OF PERFORMANCE. Artist shall provide services described in this Agreement in a timely manner, as described herein. Artist acknowledges and agrees that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. IV.INSTALLATION. A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Artist shall coordinate any and all such activity with the Gallery Curator. Artist shall be responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date of delivery of artwork to Initial Point Gallery to confirm details regarding the installation, removal,publicity, and promotion of the exhibit. Artist's failure to affirmatively contact the Gallery Curator as required by this paragraph shall constitute a default of this Agreement. B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to ensure compliance with all criteria set forth in the most recent Call to Artists issued for Initial Point Gallery, and the Application and Acknowledgements Form completed by Artist, as well as to ensure that such artwork may be safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in these enumerated documents, does not reflect artwork as described to the Commission or the Gallery Curator, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. V. DISPLAY. A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in Initial Point Gallery shall be, and is, original work conceived and created by Artist. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 Page 264 Item#14. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for purposes of advertising, marketing, and public information. Where practicable and to the extent of City's authority, Artist shall be acknowledged on each such photograph to be the creator of the original subject thereof, provided that photographic reproductions of artwork shall not be identified as or represented to be the finished artwork. C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for purposes of advertising, marketing, and public information, without violation of Artist's rights of privacy or any other rights Artist may possess under this Agreement,provided that City shall not use Artist's logo, if any, for any purpose without the express, written permission of Artist. D. Use of City's name. City hereby conveys to Artist permission to use City's name for purposes of advertising, marketing, and public information, without violation of City's rights of privacy or any other rights City may possess under this Agreement,provided that Artist shall not use City's logo for any purpose without the express, written permission of the Mayor's Chief of Staff. E. Removal of artwork by City. City shall have the right to remove Artist's artwork from public display at any time and for any reason. Such removal may be temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than forty-eight(48)hours, City shall notify Artist in the manner set forth herein. While it is intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth herein, this period may be shortened by City for any reason, without notice to the Artist. F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. G. Simultaneous display. City may elect to display the work of more than one Artist or Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery Curator. VI.INDEMNIFICATION,WAIVER,AND INSURANCE. A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees, guests, and/or invitees. B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Artist's performance of this Agreement, whether such loss or damage may be attributable to known or unknown ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 265 Item#14. conditions, except for liability arising out of the tortious conduct of City or its officers, agents or employees. C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the artwork; of the Artist's person,property, or interests; and/or of the Artist's employees or agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as may be required in order to protect Artist's insurable interests for its rights and obligations described within this Agreement, including,but not limited to, liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery. VII. TERMINATION. A. Termination for cause. If City determines that Artist has failed to comply with or is in default of any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party shall have the right to terminate the Agreement by providing written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have two (2) calendar days, not including Sundays or federal holidays, after the other party mails such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated immediately upon mailing of written notice of termination. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Artist. C. Termination upon death or incapacity of Artist. This Agreement shall automatically terminate upon the death or incapacity of Artist. D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. VIII. GENERAL PROVISIONS. A. Relationship of Parties. It is the express intention of Parties that Artist is an independent party and not an employee, agent,joint venturer, or partner of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Artist and City or between Artist and any official, agent, or ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 Page 266 Item#14. employee of City. Both parties acknowledge that Artist is not an employee of City. Artist shall retain the right to perform services for others during the term of this Agreement. B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with any and all applicable federal, state, and local laws. C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement, Artist shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory disability. D. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. E. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation,performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. F. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. G. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations under this Agreement that require or that may require Artist's artistic talent or expertise. Artist may subcontract or assign obligations that do not require Artist's artistic talent or expertise. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. I. Notice.Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed, if to the Artist, to the address written below, and if to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either parry may change its respective mailing address by giving written notice of such change in the manner herein provided. J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 page 267 Item#14. Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the Effective Date written above. ARTIST Stephanie Teeter Address: 'U jUt�1L Phone: E-mail: CITY OF MERIDIAN: BY: Robert E. Simison, Mayor Attest: Chris Johnson, City Clerk ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAG� Page 268 Item#14. ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY,MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 1 st day of December , 20 20 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Trish Stevenson, an individual person("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.") WHEREAS,the City desires that public art will be a component of Meridian City Hall by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery"); WHEREAS, the Meridian Arts Commission ("Commission") recommends to the Meridian City Council that Artist's artwork be displayed in Initial Point Gallery; WHEREAS,the Meridian City Council accepts such recommendation and directs the Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery; and WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of public business, that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; 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. SCOPE OF SERVICES. Artist shall personally deliver artwork to Initial Point Gallery, on July 2, 2021, at such time as is specified by the Gallery Curator. Artist shall be responsible for installing such artwork on July 2, 2021, at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from July 2, 2021 through August 5, 2021, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on August 6, 2021, at such time as is specified by the Gallery Curator. II. COMPENSATION AND SALE OF ARTWORK. A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Artist for services, work, and/or any activity undertaken pursuant to or related to this Agreement. B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 1 Page 269 Item#14. Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City personnel shall not facilitate in any way the sale of Artist's work; any transaction related to the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's request that Artist voluntarily donate to the Commission twenty percent(20%) of proceeds from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery, provided that Artist replaces the removed piece with another piece of artwork within twenty- four(24)hours of such removal. Artist shall coordinate the removal, replacement, and/or substitution of any and all artwork with the Gallery Curator prior to such activity. III.TIME OF PERFORMANCE. Artist shall provide services described in this Agreement in a timely manner, as described herein. Artist acknowledges and agrees that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. IV.INSTALLATION. A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Artist shall coordinate any and all such activity with the Gallery Curator. Artist shall be responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date of delivery of artwork to Initial Point Gallery to confirm details regarding the installation, removal,publicity, and promotion of the exhibit. Artist's failure to affirmatively contact the Gallery Curator as required by this paragraph shall constitute a default of this Agreement. B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to ensure compliance with all criteria set forth in the most recent Call to Artists issued for Initial Point Gallery, and the Application and Acknowledgements Form completed by Artist, as well as to ensure that such artwork may be safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in these enumerated documents, does not reflect artwork as described to the Commission or the Gallery Curator, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. V. DISPLAY. A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in Initial Point Gallery shall be, and is, original work conceived and created by Artist. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 Page 270 Item#14. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for purposes of advertising, marketing, and public information. Where practicable and to the extent of City's authority, Artist shall be acknowledged on each such photograph to be the creator of the original subject thereof, provided that photographic reproductions of artwork shall not be identified as or represented to be the finished artwork. C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for purposes of advertising, marketing, and public information, without violation of Artist's rights of privacy or any other rights Artist may possess under this Agreement,provided that City shall not use Artist's logo, if any, for any purpose without the express, written permission of Artist. D. Use of City's name. City hereby conveys to Artist permission to use City's name for purposes of advertising, marketing, and public information, without violation of City's rights of privacy or any other rights City may possess under this Agreement,provided that Artist shall not use City's logo for any purpose without the express, written permission of the Mayor's Chief of Staff. E. Removal of artwork by City. City shall have the right to remove Artist's artwork from public display at any time and for any reason. Such removal may be temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than forty-eight(48)hours, City shall notify Artist in the manner set forth herein. While it is intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth herein, this period may be shortened by City for any reason, without notice to the Artist. F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. G. Simultaneous display. City may elect to display the work of more than one Artist or Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery Curator. VI.INDEMNIFICATION,WAIVER,AND INSURANCE. A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees, guests, and/or invitees. B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Artist's performance of this Agreement, whether such loss or damage may be attributable to known or unknown ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 271 Item#14. conditions, except for liability arising out of the tortious conduct of City or its officers, agents or employees. C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the artwork; of the Artist's person,property, or interests; and/or of the Artist's employees or agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as may be required in order to protect Artist's insurable interests for its rights and obligations described within this Agreement, including,but not limited to, liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery. VII. TERMINATION. A. Termination for cause. If City determines that Artist has failed to comply with or is in default of any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party shall have the right to terminate the Agreement by providing written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have two (2) calendar days, not including Sundays or federal holidays, after the other party mails such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated immediately upon mailing of written notice of termination. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Artist. C. Termination upon death or incapacity of Artist. This Agreement shall automatically terminate upon the death or incapacity of Artist. D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. VIII. GENERAL PROVISIONS. A. Relationship of Parties. It is the express intention of Parties that Artist is an independent party and not an employee, agent,joint venturer, or partner of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Artist and City or between Artist and any official, agent, or ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 Page 272 Item#14. employee of City. Both parties acknowledge that Artist is not an employee of City. Artist shall retain the right to perform services for others during the term of this Agreement. B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with any and all applicable federal, state, and local laws. C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement, Artist shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory disability. D. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. E. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation,performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. F. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. G. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations under this Agreement that require or that may require Artist's artistic talent or expertise. Artist may subcontract or assign obligations that do not require Artist's artistic talent or expertise. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. I. Notice.Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed, if to the Artist, to the address written below, and if to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either parry may change its respective mailing address by giving written notice of such change in the manner herein provided. J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 page 273 Item#14. Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the Effective Date written above. ARTIST: Trish Stevenson Address: Phone: E-mail: CITY OF MERIDIAN: BY: Robert E. Simison, Mayor Attest: Chris Johnson, City Clerk ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 6 page 274 Item#14. ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 1 st day of December, 2020 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Ginger Lantz, an individual person ("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.") WHEREAS, the City desires that public art will be a component of Meridian City Hall by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery"); WHEREAS,the Meridian Arts Commission("Commission") recommends to the Meridian City Council that Artist's artwork be displayed in Initial Point Gallery; WHEREAS, the Meridian City Council accepts such recommendation and directs the Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery; and WHEREAS, the Parties acknowledge that Meridian City Hall is primarily a place of public business,that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; 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. SCOPE OF SERVICES. Artist shall personally deliver artwork to Initial Point Gallery, on July 2,2021, at such time as is specified by the Gallery Curator. Artist shall be responsible for installing such artwork on July 2, 2021, at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from July 2,2021 through August 5, 2021, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on August 6, 2021, at such time as is specified by the Gallery Curator. II. COMPENSATION AND SALE OF ARTWORK. A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Artist for services, work, and/or any activity undertaken pursuant to or related to this Agreement. B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 1 Page 275 Item#14. Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City personnel shall not facilitate in any way the sale of Artist's work; any transaction related to the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's request that Artist voluntarily donate to the Commission twenty percent(20%) of proceeds from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery, provided that Artist replaces the removed piece with another piece of artwork within twenty- four(24)hours of such removal. Artist shall coordinate the removal, replacement, and/or substitution of any and all artwork with the Gallery Curator prior to such activity. III.TIME OF PERFORMANCE. Artist shall provide services described in this Agreement in a timely manner, as described herein. Artist acknowledges and agrees that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. IV.INSTALLATION. A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Artist shall coordinate any and all such activity with the Gallery Curator. Artist shall be responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date of delivery of artwork to Initial Point Gallery to confirm details regarding the installation, removal,publicity, and promotion of the exhibit. Artist's failure to affirmatively contact the Gallery Curator as required by this paragraph shall constitute a default of this Agreement. B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to ensure compliance with all criteria set forth in the most recent Call to Artists issued for Initial Point Gallery, and the Application and Acknowledgements Form completed by Artist, as well as to ensure that such artwork may be safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in these enumerated documents, does not reflect artwork as described to the Commission or the Gallery Curator, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. V. DISPLAY. A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in Initial Point Gallery shall be, and is, original work conceived and created by Artist. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 Page 276 Item#14. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for purposes of advertising, marketing, and public information. Where practicable and to the extent of City's authority, Artist shall be acknowledged on each such photograph to be the creator of the original subject thereof, provided that photographic reproductions of artwork shall not be identified as or represented to be the finished artwork. C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for purposes of advertising, marketing, and public information, without violation of Artist's rights of privacy or any other rights Artist may possess under this Agreement,provided that City shall not use Artist's logo, if any, for any purpose without the express, written permission of Artist. D. Use of City's name. City hereby conveys to Artist permission to use City's name for purposes of advertising, marketing, and public information, without violation of City's rights of privacy or any other rights City may possess under this Agreement,provided that Artist shall not use City's logo for any purpose without the express, written permission of the Mayor's Chief of Staff. E. Removal of artwork by City. City shall have the right to remove Artist's artwork from public display at any time and for any reason. Such removal may be temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than forty-eight(48)hours, City shall notify Artist in the manner set forth herein. While it is intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth herein, this period may be shortened by City for any reason, without notice to the Artist. F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. G. Simultaneous display. City may elect to display the work of more than one Artist or Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery Curator. VI.INDEMNIFICATION,WAIVER,AND INSURANCE. A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees, guests, and/or invitees. B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Artist's performance of this Agreement, whether such loss or damage may be attributable to known or unknown ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 277 Item#14. conditions, except for liability arising out of the tortious conduct of City or its officers, agents or employees. C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the artwork; of the Artist's person,property, or interests; and/or of the Artist's employees or agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as may be required in order to protect Artist's insurable interests for its rights and obligations described within this Agreement, including,but not limited to, liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery. VII. TERMINATION. A. Termination for cause. If City determines that Artist has failed to comply with or is in default of any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party shall have the right to terminate the Agreement by providing written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have two (2) calendar days, not including Sundays or federal holidays, after the other party mails such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated immediately upon mailing of written notice of termination. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Artist. C. Termination upon death or incapacity of Artist. This Agreement shall automatically terminate upon the death or incapacity of Artist. D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. VIII. GENERAL PROVISIONS. A. Relationship of Parties. It is the express intention of Parties that Artist is an independent party and not an employee, agent,joint venturer, or partner of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Artist and City or between Artist and any official, agent, or ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 Page 278 Item#14. employee of City. Both parties acknowledge that Artist is not an employee of City. Artist shall retain the right to perform services for others during the term of this Agreement. B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with any and all applicable federal, state, and local laws. C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement, Artist shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory disability. D. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. E. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation,performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. F. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. G. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations under this Agreement that require or that may require Artist's artistic talent or expertise. Artist may subcontract or assign obligations that do not require Artist's artistic talent or expertise. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. I. Notice.Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed, if to the Artist, to the address written below, and if to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either parry may change its respective mailing address by giving written notice of such change in the manner herein provided. J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 Page 279 Item#14. Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the Effective Date written above. ARTIST: u� :iv ll Ginger Ilalitz Address: Phone: 7LIJ E-mail: ,,,11-a l?tz CITY OF MERIDIAN: BY: Robert E. Simison, Mayor Attest: Chris Johnson, City Clerk ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 6 Page 280 Item#14. ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 1 st day of December, 2020 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Robin Cox, an individual person ("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.") WHEREAS,the City desires that public art will be a component of Meridian City Hall by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery"); WHEREAS, the Meridian Arts Commission ("Commission")recommends to the Meridian City Council that Artist's artwork be displayed in Initial Point Gallery; WHEREAS,the Meridian City Council accepts such recommendation and directs the Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery; and WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of public business, that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; 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. SCOPE OF SERVICES. Artist shall personally deliver artwork to Initial Point Gallery, on July 2, 2021, at such time as is specified by the Gallery Curator. Artist shall be responsible for installing such artwork on July 2, 2021, at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from July 2, 2021 through August 5, 2021, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on August 6, 2021, at such time as is specified by the Gallery Curator. II. COMPENSATION AND SALE OF ARTWORK. A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Artist for services, work, and/or any activity undertaken pursuant to or related to this Agreement. B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE I page 281 Item#14. Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City personnel shall not facilitate in any way the sale of Artist's work; any transaction related to the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's request that Artist voluntarily donate to the Commission twenty percent(20%) of proceeds from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery, provided that Artist replaces the removed piece with another piece of artwork within twenty- four(24)hours of such removal. Artist shall coordinate the removal, replacement, and/or substitution of any and all artwork with the Gallery Curator prior to such activity. III.TIME OF PERFORMANCE. Artist shall provide services described in this Agreement in a timely manner, as described herein. Artist acknowledges and agrees that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. IV.INSTALLATION. A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Artist shall coordinate any and all such activity with the Gallery Curator. Artist shall be responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date of delivery of artwork to Initial Point Gallery to confirm details regarding the installation, removal,publicity, and promotion of the exhibit. Artist's failure to affirmatively contact the Gallery Curator as required by this paragraph shall constitute a default of this Agreement. B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to ensure compliance with all criteria set forth in the most recent Call to Artists issued for Initial Point Gallery, and the Application and Acknowledgements Form completed by Artist, as well as to ensure that such artwork may be safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in these enumerated documents, does not reflect artwork as described to the Commission or the Gallery Curator, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. V. DISPLAY. A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in Initial Point Gallery shall be, and is, original work conceived and created by Artist. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 Page 282 Item#14. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for purposes of advertising, marketing, and public information. Where practicable and to the extent of City's authority, Artist shall be acknowledged on each such photograph to be the creator of the original subject thereof, provided that photographic reproductions of artwork shall not be identified as or represented to be the finished artwork. C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for purposes of advertising, marketing, and public information, without violation of Artist's rights of privacy or any other rights Artist may possess under this Agreement,provided that City shall not use Artist's logo, if any, for any purpose without the express, written permission of Artist. D. Use of City's name. City hereby conveys to Artist permission to use City's name for purposes of advertising, marketing, and public information, without violation of City's rights of privacy or any other rights City may possess under this Agreement,provided that Artist shall not use City's logo for any purpose without the express, written permission of the Mayor's Chief of Staff. E. Removal of artwork by City. City shall have the right to remove Artist's artwork from public display at any time and for any reason. Such removal may be temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than forty-eight(48)hours, City shall notify Artist in the manner set forth herein. While it is intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth herein, this period may be shortened by City for any reason, without notice to the Artist. F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. G. Simultaneous display. City may elect to display the work of more than one Artist or Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery Curator. VI.INDEMNIFICATION,WAIVER,AND INSURANCE. A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees, guests, and/or invitees. B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Artist's performance of this Agreement, whether such loss or damage may be attributable to known or unknown ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 283 Item#14. conditions, except for liability arising out of the tortious conduct of City or its officers, agents or employees. C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the artwork; of the Artist's person,property, or interests; and/or of the Artist's employees or agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as may be required in order to protect Artist's insurable interests for its rights and obligations described within this Agreement, including,but not limited to, liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery. VII. TERMINATION. A. Termination for cause. If City determines that Artist has failed to comply with or is in default of any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party shall have the right to terminate the Agreement by providing written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have two (2) calendar days, not including Sundays or federal holidays, after the other party mails such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated immediately upon mailing of written notice of termination. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Artist. C. Termination upon death or incapacity of Artist. This Agreement shall automatically terminate upon the death or incapacity of Artist. D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. VIII. GENERAL PROVISIONS. A. Relationship of Parties. It is the express intention of Parties that Artist is an independent party and not an employee, agent,joint venturer, or partner of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Artist and City or between Artist and any official, agent, or ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 Page 284 Item#14. employee of City. Both parties acknowledge that Artist is not an employee of City. Artist shall retain the right to perform services for others during the term of this Agreement. B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with any and all applicable federal, state, and local laws. C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement, Artist shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory disability. D. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. E. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation,performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. F. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. G. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations under this Agreement that require or that may require Artist's artistic talent or expertise. Artist may subcontract or assign obligations that do not require Artist's artistic talent or expertise. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. I. Notice.Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed, if to the Artist, to the address written below, and if to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either parry may change its respective mailing address by giving written notice of such change in the manner herein provided. J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 page 285 Jufn!$25/ Qbhf!397 Item#15. (:> E IDIAN*-----, AGENDA ITEM ITEM TOPIC: Artist Acceptance Agreements for the Display of Artwork in the Initial Point Gallery August 2021 - December 2021 APPROVED Page 287 Item#15. ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 1 st day of December, 2020("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Wendy Blickenstaff, an individual person ("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.") WHEREAS,the City desires that public art will be a component of Meridian City Hall by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery"); WHEREAS, the Meridian Arts Commission ("Commission")recommends to the Meridian City Council that Artist's artwork be displayed in Initial Point Gallery; WHEREAS,the Meridian City Council accepts such recommendation and directs the Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery; and WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of public business, that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; 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. SCOPE OF SERVICES. Artist shall personally deliver artwork to Initial Point Gallery, on August 6, 2021, at such time as is specified by the Gallery Curator. Artist shall be responsible for installing such artwork on August 6, 2021, at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from August 6, 2021 through September 2, 2021, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on September 3, 2021, at such time as is specified by the Gallery Curator. II. COMPENSATION AND SALE OF ARTWORK. A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Artist for services, work, and/or any activity undertaken pursuant to or related to this Agreement. B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 1 Page 288 Item#15. Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City personnel shall not facilitate in any way the sale of Artist's work; any transaction related to the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's request that Artist voluntarily donate to the Commission twenty percent(20%) of proceeds from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery, provided that Artist replaces the removed piece with another piece of artwork within twenty- four(24)hours of such removal. Artist shall coordinate the removal, replacement, and/or substitution of any and all artwork with the Gallery Curator prior to such activity. III.TIME OF PERFORMANCE. Artist shall provide services described in this Agreement in a timely manner, as described herein. Artist acknowledges and agrees that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. IV.INSTALLATION. A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Artist shall coordinate any and all such activity with the Gallery Curator. Artist shall be responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date of delivery of artwork to Initial Point Gallery to confirm details regarding the installation, removal,publicity, and promotion of the exhibit. Artist's failure to affirmatively contact the Gallery Curator as required by this paragraph shall constitute a default of this Agreement. B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to ensure compliance with all criteria set forth in the most recent Call to Artists issued for Initial Point Gallery, and the Application and Acknowledgements Form completed by Artist, as well as to ensure that such artwork may be safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in these enumerated documents, does not reflect artwork as described to the Commission or the Gallery Curator, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. V. DISPLAY. A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in Initial Point Gallery shall be, and is, original work conceived and created by Artist. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 Page 289 Item#15. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for purposes of advertising, marketing, and public information. Where practicable and to the extent of City's authority, Artist shall be acknowledged on each such photograph to be the creator of the original subject thereof,provided that photographic reproductions of artwork shall not be identified as or represented to be the finished artwork. C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for purposes of advertising, marketing, and public information, without violation of Artist's rights of privacy or any other rights Artist may possess under this Agreement,provided that City shall not use Artist's logo, if any, for any purpose without the express, written permission of Artist. D. Use of City's name. City hereby conveys to Artist permission to use City's name for purposes of advertising, marketing, and public information, without violation of City's rights of privacy or any other rights City may possess under this Agreement,provided that Artist shall not use City's logo for any purpose without the express, written permission of the Mayor's Chief of Staff. E. Removal of artwork by City. City shall have the right to remove Artist's artwork from public display at any time and for any reason. Such removal may be temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than forty-eight(48)hours, City shall notify Artist in the manner set forth herein. While it is intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth herein, this period may be shortened by City for any reason, without notice to the Artist. F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. G. Simultaneous display. City may elect to display the work of more than one Artist or Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery Curator. VI.INDEMNIFICATION,WAIVER,AND INSURANCE. A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees, guests, and/or invitees. B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Artist's performance of this Agreement, whether such loss or damage may be attributable to known or unknown ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 290 Item#15. conditions, except for liability arising out of the tortious conduct of City or its officers, agents or employees. C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the artwork; of the Artist's person,property, or interests; and/or of the Artist's employees or agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as may be required in order to protect Artist's insurable interests for its rights and obligations described within this Agreement, including,but not limited to, liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery. VII. TERMINATION. A. Termination for cause. If City determines that Artist has failed to comply with or is in default of any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party shall have the right to terminate the Agreement by providing written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have two (2) calendar days, not including Sundays or federal holidays, after the other party mails such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated immediately upon mailing of written notice of termination. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Artist. C. Termination upon death or incapacity of Artist. This Agreement shall automatically terminate upon the death or incapacity of Artist. D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. VIII. GENERAL PROVISIONS. A. Relationship of Parties. It is the express intention of Parties that Artist is an independent party and not an employee, agent,joint venturer, or partner of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Artist and City or between Artist and any official, agent, or ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 Page 291 Item#15. employee of City. Both parties acknowledge that Artist is not an employee of City. Artist shall retain the right to perform services for others during the term of this Agreement. B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with any and all applicable federal, state, and local laws. C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement, Artist shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory disability. D. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. E. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation,performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. F. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. G. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations under this Agreement that require or that may require Artist's artistic talent or expertise. Artist may subcontract or assign obligations that do not require Artist's artistic talent or expertise. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. I. Notice.Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed, if to the Artist, to the address written below, and if to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either parry may change its respective mailing address by giving written notice of such change in the manner herein provided. J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 page 292 Item#15. Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the Effective Date written above. ARTIST: Wendy Blickenstaff Address: //Q"), //. ni 5 -T S570, Phone: E-mail: 1� �Q! ' a COO' CITY OF MERIDIAN: BY: Robert E. Slmison, Mayor Attest: • Chris Johnson, City Clerk v ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 6 Page 293 Item#15. ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 1 st day of December, 2020 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Clare Nelson, an individual person("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.") WHEREAS,the City desires that public art will be a component of Meridian City Hall by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery"); WHEREAS, the Meridian Arts Commission ("Commission")recommends to the Meridian City Council that Artist's artwork be displayed in Initial Point Gallery; WHEREAS,the Meridian City Council accepts such recommendation and directs the Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery; and WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of public business, that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; 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. SCOPE OF SERVICES. Artist shall personally deliver artwork to Initial Point Gallery, on August 6, 2021, at such time as is specified by the Gallery Curator. Artist shall be responsible for installing such artwork on August 6, 2021, at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from August 6, 2021 through September 2, 2021, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on September 3, 2021, at such time as is specified by the Gallery Curator. II. COMPENSATION AND SALE OF ARTWORK. A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Artist for services, work, and/or any activity undertaken pursuant to or related to this Agreement. B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 1 Page 294 Item#15. Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City personnel shall not facilitate in any way the sale of Artist's work; any transaction related to the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's request that Artist voluntarily donate to the Commission twenty percent(20%) of proceeds from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery, provided that Artist replaces the removed piece with another piece of artwork within twenty- four(24)hours of such removal. Artist shall coordinate the removal, replacement, and/or substitution of any and all artwork with the Gallery Curator prior to such activity. III.TIME OF PERFORMANCE. Artist shall provide services described in this Agreement in a timely manner, as described herein. Artist acknowledges and agrees that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. IV.INSTALLATION. A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Artist shall coordinate any and all such activity with the Gallery Curator. Artist shall be responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date of delivery of artwork to Initial Point Gallery to confirm details regarding the installation, removal,publicity, and promotion of the exhibit. Artist's failure to affirmatively contact the Gallery Curator as required by this paragraph shall constitute a default of this Agreement. B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to ensure compliance with all criteria set forth in the most recent Call to Artists issued for Initial Point Gallery, and the Application and Acknowledgements Form completed by Artist, as well as to ensure that such artwork may be safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in these enumerated documents, does not reflect artwork as described to the Commission or the Gallery Curator, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. V. DISPLAY. A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in Initial Point Gallery shall be, and is, original work conceived and created by Artist. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 Page 295 Item#15. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for purposes of advertising, marketing, and public information. Where practicable and to the extent of City's authority, Artist shall be acknowledged on each such photograph to be the creator of the original subject thereof, provided that photographic reproductions of artwork shall not be identified as or represented to be the finished artwork. C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for purposes of advertising, marketing, and public information, without violation of Artist's rights of privacy or any other rights Artist may possess under this Agreement,provided that City shall not use Artist's logo, if any, for any purpose without the express, written permission of Artist. D. Use of City's name. City hereby conveys to Artist permission to use City's name for purposes of advertising, marketing, and public information, without violation of City's rights of privacy or any other rights City may possess under this Agreement,provided that Artist shall not use City's logo for any purpose without the express, written permission of the Mayor's Chief of Staff. E. Removal of artwork by City. City shall have the right to remove Artist's artwork from public display at any time and for any reason. Such removal may be temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than forty-eight(48)hours, City shall notify Artist in the manner set forth herein. While it is intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth herein, this period may be shortened by City for any reason, without notice to the Artist. F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. G. Simultaneous display. City may elect to display the work of more than one Artist or Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery Curator. VI.INDEMNIFICATION,WAIVER,AND INSURANCE. A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees, guests, and/or invitees. B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Artist's performance of this Agreement, whether such loss or damage may be attributable to known or unknown ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 296 Item#15. conditions, except for liability arising out of the tortious conduct of City or its officers, agents or employees. C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the artwork; of the Artist's person,property, or interests; and/or of the Artist's employees or agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as may be required in order to protect Artist's insurable interests for its rights and obligations described within this Agreement, including,but not limited to, liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery. VII. TERMINATION. A. Termination for cause. If City determines that Artist has failed to comply with or is in default of any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party shall have the right to terminate the Agreement by providing written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have two (2) calendar days, not including Sundays or federal holidays, after the other party mails such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated immediately upon mailing of written notice of termination. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Artist. C. Termination upon death or incapacity of Artist. This Agreement shall automatically terminate upon the death or incapacity of Artist. D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. VIII. GENERAL PROVISIONS. A. Relationship of Parties. It is the express intention of Parties that Artist is an independent party and not an employee, agent,joint venturer, or partner of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Artist and City or between Artist and any official, agent, or ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 Page 297 Item#15. employee of City. Both parties acknowledge that Artist is not an employee of City. Artist shall retain the right to perform services for others during the term of this Agreement. B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with any and all applicable federal, state, and local laws. C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement, Artist shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory disability. D. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. E. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation,performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. F. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. G. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations under this Agreement that require or that may require Artist's artistic talent or expertise. Artist may subcontract or assign obligations that do not require Artist's artistic talent or expertise. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. I. Notice.Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed, if to the Artist, to the address written below, and if to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either parry may change its respective mailing address by giving written notice of such change in the manner herein provided. J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 page 298 Item#15. Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the Effective Date written above. ARTIST: ---------------- 19 V.df1.dby PDFFlller 10/12/2020 Clare Nelson Address: 1085 S. Dale St., Apt. 104 Boise, ID 83706 Phone: (208) 841-1783 E-mail: clare.evelyn.nelson@gmail.com CITY OF MERIDIAN: BY: Robert E. Simison, Mayor Attest: Chris Johnson, City Clerk ACCEPTANCE AGREEMENT-INITIAL POINT GALLERY DISPLAY PAGE 6 Page 299 Item#15. ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 1 st day of December, 2020 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Laurel Lake McGuire, an individual person ("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.") WHEREAS,the City desires that public art will be a component of Meridian City Hall by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery"); WHEREAS, the Meridian Arts Commission ("Commission") recommends to the Meridian City Council that Artist's artwork be displayed in Initial Point Gallery; WHEREAS,the Meridian City Council accepts such recommendation and directs the Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery; and WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of public business, that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; 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. SCOPE OF SERVICES. Artist shall personally deliver artwork to Initial Point Gallery, on September 3, 2021, at such time as is specified by the Gallery Curator. Artist shall be responsible for installing such artwork on September 3, 2021, at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from September 3, 2021 through September 30, 2021, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on October 1, 2021, at such time as is specified by the Gallery Curator. II. COMPENSATION AND SALE OF ARTWORK. A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Artist for services, work, and/or any activity undertaken pursuant to or related to this Agreement. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 1 Page 300 Item#15. B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City personnel shall not facilitate in any way the sale of Artist's work; any transaction related to the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's request that Artist voluntarily donate to the Commission twenty percent(20%) of proceeds from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery, provided that Artist replaces the removed piece with another piece of artwork within twenty- four(24)hours of such removal. Artist shall coordinate the removal, replacement, and/or substitution of any and all artwork with the Gallery Curator prior to such activity. III.TIME OF PERFORMANCE. Artist shall provide services described in this Agreement in a timely manner, as described herein. Artist acknowledges and agrees that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. IV.INSTALLATION. A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Artist shall coordinate any and all such activity with the Gallery Curator. Artist shall be responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date of delivery of artwork to Initial Point Gallery to confirm details regarding the installation, removal,publicity, and promotion of the exhibit. Artist's failure to affirmatively contact the Gallery Curator as required by this paragraph shall constitute a default of this Agreement. B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to ensure compliance with all criteria set forth in the most recent Call to Artists issued for Initial Point Gallery, and the Application and Acknowledgements Form completed by Artist, as well as to ensure that such artwork may be safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in these enumerated documents, does not reflect artwork as described to the Commission or the Gallery Curator, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. V. DISPLAY. A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in Initial Point Gallery shall be, and is, original work conceived and created by Artist. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 Page 301 Item#15. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for purposes of advertising, marketing, and public information. Where practicable and to the extent of City's authority, Artist shall be acknowledged on each such photograph to be the creator of the original subject thereof,provided that photographic reproductions of artwork shall not be identified as or represented to be the finished artwork. C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for purposes of advertising, marketing, and public information, without violation of Artist's rights of privacy or any other rights Artist may possess under this Agreement,provided that City shall not use Artist's logo, if any, for any purpose without the express, written permission of Artist. D. Use of City's name. City hereby conveys to Artist permission to use City's name for purposes of advertising, marketing, and public information, without violation of City's rights of privacy or any other rights City may possess under this Agreement,provided that Artist shall not use City's logo for any purpose without the express, written permission of the Mayor's Chief of Staff. E. Removal of artwork by City. City shall have the right to remove Artist's artwork from public display at any time and for any reason. Such removal may be temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than forty-eight(48)hours, City shall notify Artist in the manner set forth herein. While it is intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth herein, this period may be shortened by City for any reason, without notice to the Artist. F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. G. Simultaneous display. City may elect to display the work of more than one Artist or Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery Curator. VI.INDEMNIFICATION,WAIVER,AND INSURANCE. A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees, guests, and/or invitees. B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Artist's performance of this ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 302 Item#15. Agreement, whether such loss or damage may be attributable to known or unknown conditions, except for liability arising out of the tortious conduct of City or its officers, agents or employees. C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the artwork; of the Artist's person,property, or interests; and/or of the Artist's employees or agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as may be required in order to protect Artist's insurable interests for its rights and obligations described within this Agreement, including,but not limited to, liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery. VII. TERMINATION. A. Termination for cause. If City determines that Artist has failed to comply with or is in default of any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party shall have the right to terminate the Agreement by providing written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have two (2) calendar days, not including Sundays or federal holidays, after the other party mails such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated immediately upon mailing of written notice of termination. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Artist. C. Termination upon death or incapacity of Artist. This Agreement shall automatically terminate upon the death or incapacity of Artist. D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. VIII. GENERAL PROVISIONS. A. Relationship of Parties. It is the express intention of Parties that Artist is an independent party and not an employee, agent,joint venturer, or partner of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Artist and City or between Artist and any official, agent, or ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 Page 303 Item#15. employee of City. Both parties acknowledge that Artist is not an employee of City. Artist shall retain the right to perform services for others during the term of this Agreement. B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with any and all applicable federal, state, and local laws. C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement, Artist shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory disability. D. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. E. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation,performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. F. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. G. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations under this Agreement that require or that may require Artist's artistic talent or expertise. Artist may subcontract or assign obligations that do not require Artist's artistic talent or expertise. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. I. Notice.Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed, if to the Artist, to the address written below, and if to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either parry may change its respective mailing address by giving written notice of such change in the manner herein provided. J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 page 304 Item#15. Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the Effective Date written above. ARTIST: LaWd Gabe MCGUil-e Laurel Lake McGuire Laurel Lake McGuire Address: 14458 W Meadow Creek Dr Boise ID 83713 Phone: 2627483307 E-mail: laurellakemcguire@gmail.com CITY OF MERIDIAN: BY: Robert E. Simison, Mayor Attest: Chris Johnson, City Clerk ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 6 page 305 Item#15. ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 1 st day of December, 2020 ("Effective Date"),by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Sue Tyler, an individual person ("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.") WHEREAS,the City desires that public art will be a component of Meridian City Hall by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery"); WHEREAS, the Meridian Arts Commission ("Commission")recommends to the Meridian City Council that Artist's artwork be displayed in Initial Point Gallery; WHEREAS,the Meridian City Council accepts such recommendation and directs the Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery; and WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of public business, that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; 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. SCOPE OF SERVICES. Artist shall personally deliver artwork to Initial Point Gallery, on September 3, 2021, at such time as is specified by the Gallery Curator. Artist shall be responsible for installing such artwork on September 3, 2021, at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from September 3, 2021 through September 30, 2021, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on October 1, 2021, at such time as is specified by the Gallery Curator. II. COMPENSATION AND SALE OF ARTWORK. A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Artist for services, work, and/or any activity undertaken pursuant to or related to this Agreement. B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 1 Page 306 Item#15. Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City personnel shall not facilitate in any way the sale of Artist's work; any transaction related to the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's request that Artist voluntarily donate to the Commission twenty percent(20%) of proceeds from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery, provided that Artist replaces the removed piece with another piece of artwork within twenty- four(24)hours of such removal. Artist shall coordinate the removal, replacement, and/or substitution of any and all artwork with the Gallery Curator prior to such activity. III.TIME OF PERFORMANCE. Artist shall provide services described in this Agreement in a timely manner, as described herein. Artist acknowledges and agrees that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. IV.INSTALLATION. A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Artist shall coordinate any and all such activity with the Gallery Curator. Artist shall be responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date of delivery of artwork to Initial Point Gallery to confirm details regarding the installation, removal,publicity, and promotion of the exhibit. Artist's failure to affirmatively contact the Gallery Curator as required by this paragraph shall constitute a default of this Agreement. B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to ensure compliance with all criteria set forth in the most recent Call to Artists issued for Initial Point Gallery, and the Application and Acknowledgements Form completed by Artist, as well as to ensure that such artwork may be safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in these enumerated documents, does not reflect artwork as described to the Commission or the Gallery Curator, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. V. DISPLAY. A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in Initial Point Gallery shall be, and is, original work conceived and created by Artist. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 Page 307 Item#15. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for purposes of advertising, marketing, and public information. Where practicable and to the extent of City's authority, Artist shall be acknowledged on each such photograph to be the creator of the original subject thereof, provided that photographic reproductions of artwork shall not be identified as or represented to be the finished artwork. C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for purposes of advertising, marketing, and public information, without violation of Artist's rights of privacy or any other rights Artist may possess under this Agreement,provided that City shall not use Artist's logo, if any, for any purpose without the express, written permission of Artist. D. Use of City's name. City hereby conveys to Artist permission to use City's name for purposes of advertising, marketing, and public information, without violation of City's rights of privacy or any other rights City may possess under this Agreement,provided that Artist shall not use City's logo for any purpose without the express, written permission of the Mayor's Chief of Staff. E. Removal of artwork by City. City shall have the right to remove Artist's artwork from public display at any time and for any reason. Such removal may be temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than forty-eight(48)hours, City shall notify Artist in the manner set forth herein. While it is intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth herein, this period may be shortened by City for any reason, without notice to the Artist. F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. G. Simultaneous display. City may elect to display the work of more than one Artist or Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery Curator. VI.INDEMNIFICATION,WAIVER,AND INSURANCE. A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees, guests, and/or invitees. B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Artist's performance of this Agreement, whether such loss or damage may be attributable to known or unknown ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 308 Item#15. conditions, except for liability arising out of the tortious conduct of City or its officers, agents or employees. C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the artwork; of the Artist's person,property, or interests; and/or of the Artist's employees or agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as may be required in order to protect Artist's insurable interests for its rights and obligations described within this Agreement, including,but not limited to, liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery. VII. TERMINATION. A. Termination for cause. If City determines that Artist has failed to comply with or is in default of any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party shall have the right to terminate the Agreement by providing written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have two (2) calendar days, not including Sundays or federal holidays, after the other party mails such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated immediately upon mailing of written notice of termination. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Artist. C. Termination upon death or incapacity of Artist. This Agreement shall automatically terminate upon the death or incapacity of Artist. D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. VIII. GENERAL PROVISIONS. A. Relationship of Parties. It is the express intention of Parties that Artist is an independent party and not an employee, agent,joint venturer, or partner of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Artist and City or between Artist and any official, agent, or ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 Page 309 Item#15. employee of City. Both parties acknowledge that Artist is not an employee of City. Artist shall retain the right to perform services for others during the term of this Agreement. B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with any and all applicable federal, state, and local laws. C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement, Artist shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory disability. D. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. E. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation,performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. F. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. G. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations under this Agreement that require or that may require Artist's artistic talent or expertise. Artist may subcontract or assign obligations that do not require Artist's artistic talent or expertise. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. I. Notice.Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed, if to the Artist, to the address written below, and if to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either parry may change its respective mailing address by giving written notice of such change in the manner herein provided. J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 page 310 Item#15. Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the Effective Date written above. ARTIST: e Ty ler ler y Address: 6 X �Z 22 � Phone: 7y I5 d I J E-mail: U6-� ler 77-7C q I>' �Pko CITY OF MERIDIAN: BY: Robert E. Simison, Mayor Attest: Chris Johnson, City Clerk 0 0 U Y O rf O l 1 (�Q o 04 N ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 6 � Page 311 Item#15. ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 1 st day of December, 2020 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Mary Vanek Smith, an individual person("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.") WHEREAS,the City desires that public art will be a component of Meridian City Hall by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery"); WHEREAS, the Meridian Arts Commission ("Commission")recommends to the Meridian City Council that Artist's artwork be displayed in Initial Point Gallery; WHEREAS,the Meridian City Council accepts such recommendation and directs the Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery; and WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of public business, that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; 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. SCOPE OF SERVICES. Artist shall personally deliver artwork to Initial Point Gallery, on September 3, 2021, at such time as is specified by the Gallery Curator. Artist shall be responsible for installing such artwork on September 3, 2021, at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from September 3, 2021 through September 30, 2021, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on October 1, 2021, at such time as is specified by the Gallery Curator. II. COMPENSATION AND SALE OF ARTWORK. A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Artist for services, work, and/or any activity undertaken pursuant to or related to this Agreement. B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE I page 312 Item#15. Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City personnel shall not facilitate in any way the sale of Artist's work; any transaction related to the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's request that Artist voluntarily donate to the Commission twenty percent(20%) of proceeds from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery, provided that Artist replaces the removed piece with another piece of artwork within twenty- four(24)hours of such removal. Artist shall coordinate the removal, replacement, and/or substitution of any and all artwork with the Gallery Curator prior to such activity. III.TIME OF PERFORMANCE. Artist shall provide services described in this Agreement in a timely manner, as described herein. Artist acknowledges and agrees that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. IV.INSTALLATION. A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Artist shall coordinate any and all such activity with the Gallery Curator. Artist shall be responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date of delivery of artwork to Initial Point Gallery to confirm details regarding the installation, removal,publicity, and promotion of the exhibit. Artist's failure to affirmatively contact the Gallery Curator as required by this paragraph shall constitute a default of this Agreement. B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to ensure compliance with all criteria set forth in the most recent Call to Artists issued for Initial Point Gallery, and the Application and Acknowledgements Form completed by Artist, as well as to ensure that such artwork may be safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in these enumerated documents, does not reflect artwork as described to the Commission or the Gallery Curator, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. V. DISPLAY. A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in Initial Point Gallery shall be, and is, original work conceived and created by Artist. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 Page 313 Item#15. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for purposes of advertising, marketing, and public information. Where practicable and to the extent of City's authority, Artist shall be acknowledged on each such photograph to be the creator of the original subject thereof,provided that photographic reproductions of artwork shall not be identified as or represented to be the finished artwork. C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for purposes of advertising, marketing, and public information, without violation of Artist's rights of privacy or any other rights Artist may possess under this Agreement,provided that City shall not use Artist's logo, if any, for any purpose without the express, written permission of Artist. D. Use of City's name. City hereby conveys to Artist permission to use City's name for purposes of advertising, marketing, and public information, without violation of City's rights of privacy or any other rights City may possess under this Agreement,provided that Artist shall not use City's logo for any purpose without the express, written permission of the Mayor's Chief of Staff. E. Removal of artwork by City. City shall have the right to remove Artist's artwork from public display at any time and for any reason. Such removal may be temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than forty-eight(48)hours, City shall notify Artist in the manner set forth herein. While it is intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth herein, this period may be shortened by City for any reason, without notice to the Artist. F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. G. Simultaneous display. City may elect to display the work of more than one Artist or Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery Curator. VI.INDEMNIFICATION,WAIVER,AND INSURANCE. A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees, guests, and/or invitees. B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Artist's performance of this Agreement, whether such loss or damage may be attributable to known or unknown ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 314 Item#15. conditions, except for liability arising out of the tortious conduct of City or its officers, agents or employees. C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the artwork; of the Artist's person,property, or interests; and/or of the Artist's employees or agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as may be required in order to protect Artist's insurable interests for its rights and obligations described within this Agreement, including,but not limited to, liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery. VII. TERMINATION. A. Termination for cause. If City determines that Artist has failed to comply with or is in default of any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party shall have the right to terminate the Agreement by providing written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have two (2) calendar days, not including Sundays or federal holidays, after the other party mails such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated immediately upon mailing of written notice of termination. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Artist. C. Termination upon death or incapacity of Artist. This Agreement shall automatically terminate upon the death or incapacity of Artist. D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. VIII. GENERAL PROVISIONS. A. Relationship of Parties. It is the express intention of Parties that Artist is an independent party and not an employee, agent,joint venturer, or partner of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Artist and City or between Artist and any official, agent, or ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 Page 315 Item#15. employee of City. Both parties acknowledge that Artist is not an employee of City. Artist shall retain the right to perform services for others during the term of this Agreement. B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with any and all applicable federal, state, and local laws. C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement, Artist shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory disability. D. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. E. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation,performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. F. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. G. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations under this Agreement that require or that may require Artist's artistic talent or expertise. Artist may subcontract or assign obligations that do not require Artist's artistic talent or expertise. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. I. Notice.Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed, if to the Artist, to the address written below, and if to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either parry may change its respective mailing address by giving written notice of such change in the manner herein provided. J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 page 316 Item#15. Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the Effective Date written above. ARTIST: Mary Va ek Smith Address: Phone: E-mail: J�'1 v',�} n/ L ' 1'k1 F_ , C CITY OF MERIDIAN: BY: Robert E. Simison Attest: Chris Johnson, City Clerk ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 6 Page 317 Item#15. ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 1 st day of December, 2020 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Laurie Asahara, an individual person("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.") WHEREAS,the City desires that public art will be a component of Meridian City Hall by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery"); WHEREAS, the Meridian Arts Commission ("Commission")recommends to the Meridian City Council that Artist's artwork be displayed in Initial Point Gallery; WHEREAS,the Meridian City Council accepts such recommendation and directs the Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery; and WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of public business, that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; 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. SCOPE OF SERVICES. Artist shall personally deliver artwork to Initial Point Gallery, on September 3, 2021, at such time as is specified by the Gallery Curator. Artist shall be responsible for installing such artwork on September 3, 2021, at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from September 3, 2021 through September 30, 2021, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on October 1, 2021, at such time as is specified by the Gallery Curator. II. COMPENSATION AND SALE OF ARTWORK. A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Artist for services, work, and/or any activity undertaken pursuant to or related to this Agreement. B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 1 Page 318 Item#15. Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City personnel shall not facilitate in any way the sale of Artist's work; any transaction related to the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's request that Artist voluntarily donate to the Commission twenty percent(20%) of proceeds from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery, provided that Artist replaces the removed piece with another piece of artwork within twenty- four(24)hours of such removal. Artist shall coordinate the removal, replacement, and/or substitution of any and all artwork with the Gallery Curator prior to such activity. III.TIME OF PERFORMANCE. Artist shall provide services described in this Agreement in a timely manner, as described herein. Artist acknowledges and agrees that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. IV.INSTALLATION. A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Artist shall coordinate any and all such activity with the Gallery Curator. Artist shall be responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date of delivery of artwork to Initial Point Gallery to confirm details regarding the installation, removal,publicity, and promotion of the exhibit. Artist's failure to affirmatively contact the Gallery Curator as required by this paragraph shall constitute a default of this Agreement. B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to ensure compliance with all criteria set forth in the most recent Call to Artists issued for Initial Point Gallery, and the Application and Acknowledgements Form completed by Artist, as well as to ensure that such artwork may be safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in these enumerated documents, does not reflect artwork as described to the Commission or the Gallery Curator, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. V. DISPLAY. A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in Initial Point Gallery shall be, and is, original work conceived and created by Artist. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 Page 319 Item#15. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for purposes of advertising, marketing, and public information. Where practicable and to the extent of City's authority, Artist shall be acknowledged on each such photograph to be the creator of the original subject thereof, provided that photographic reproductions of artwork shall not be identified as or represented to be the finished artwork. C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for purposes of advertising, marketing, and public information, without violation of Artist's rights of privacy or any other rights Artist may possess under this Agreement,provided that City shall not use Artist's logo, if any, for any purpose without the express, written permission of Artist. D. Use of City's name. City hereby conveys to Artist permission to use City's name for purposes of advertising, marketing, and public information, without violation of City's rights of privacy or any other rights City may possess under this Agreement,provided that Artist shall not use City's logo for any purpose without the express, written permission of the Mayor's Chief of Staff. E. Removal of artwork by City. City shall have the right to remove Artist's artwork from public display at any time and for any reason. Such removal may be temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than forty-eight(48)hours, City shall notify Artist in the manner set forth herein. While it is intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth herein, this period may be shortened by City for any reason, without notice to the Artist. F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. G. Simultaneous display. City may elect to display the work of more than one Artist or Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery Curator. VI.INDEMNIFICATION,WAIVER,AND INSURANCE. A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees, guests, and/or invitees. B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Artist's performance of this Agreement, whether such loss or damage may be attributable to known or unknown ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 320 Item#15. conditions, except for liability arising out of the tortious conduct of City or its officers, agents or employees. C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the artwork; of the Artist's person,property, or interests; and/or of the Artist's employees or agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as may be required in order to protect Artist's insurable interests for its rights and obligations described within this Agreement, including,but not limited to, liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery. VII. TERMINATION. A. Termination for cause. If City determines that Artist has failed to comply with or is in default of any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party shall have the right to terminate the Agreement by providing written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have two (2) calendar days, not including Sundays or federal holidays, after the other party mails such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated immediately upon mailing of written notice of termination. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Artist. C. Termination upon death or incapacity of Artist. This Agreement shall automatically terminate upon the death or incapacity of Artist. D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. VIII. GENERAL PROVISIONS. A. Relationship of Parties. It is the express intention of Parties that Artist is an independent party and not an employee, agent,joint venturer, or partner of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Artist and City or between Artist and any official, agent, or ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 Page 321 Item#15. employee of City. Both parties acknowledge that Artist is not an employee of City. Artist shall retain the right to perform services for others during the term of this Agreement. B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with any and all applicable federal, state, and local laws. C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement, Artist shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory disability. D. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. E. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation,performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. F. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. G. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations under this Agreement that require or that may require Artist's artistic talent or expertise. Artist may subcontract or assign obligations that do not require Artist's artistic talent or expertise. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. I. Notice.Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed, if to the Artist, to the address written below, and if to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either parry may change its respective mailing address by giving written notice of such change in the manner herein provided. J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 page 322 Item#15. Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the Effective Date written above. ARTIST: f'urie Asabara Address: ' - l'l At j E-mail: 'L f�Gi f l&A `3 A A/211 CITY OF MERIDIAN: BY; Robert E. Simison. Mayor Attest: Chris Johnson, City Clerk ACCEPTANCE AGRELMENT—INITIAL.POINT GALLERY DISPLAY PACE 6 Page 323 Item#15. ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 1 st day of December 2020 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Katie Miller, an individual person ("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.") WHEREAS,the City desires that public art will be a component of Meridian City Hall by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery"); WHEREAS, the Meridian Arts Commission ("Commission")recommends to the Meridian City Council that Artist's artwork be displayed in Initial Point Gallery; WHEREAS,the Meridian City Council accepts such recommendation and directs the Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery; and WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of public business, that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; 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. SCOPE OF SERVICES. Artist shall personally deliver artwork to Initial Point Gallery, on October 1, 2021, at such time as is specified by the Gallery Curator. Artist shall be responsible for installing such artwork on October 1, 2021, at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from October 1, 2021 through November 4, 2021, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on November 5, 2021, at such time as is specified by the Gallery Curator. II. COMPENSATION AND SALE OF ARTWORK. A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Artist for services, work, and/or any activity undertaken pursuant to or related to this Agreement. B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 1 Page 324 Item#15. Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City personnel shall not facilitate in any way the sale of Artist's work; any transaction related to the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's request that Artist voluntarily donate to the Commission twenty percent(20%) of proceeds from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery, provided that Artist replaces the removed piece with another piece of artwork within twenty- four(24)hours of such removal. Artist shall coordinate the removal, replacement, and/or substitution of any and all artwork with the Gallery Curator prior to such activity. III.TIME OF PERFORMANCE. Artist shall provide services described in this Agreement in a timely manner, as described herein. Artist acknowledges and agrees that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. IV.INSTALLATION. A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Artist shall coordinate any and all such activity with the Gallery Curator. Artist shall be responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date of delivery of artwork to Initial Point Gallery to confirm details regarding the installation, removal,publicity, and promotion of the exhibit. Artist's failure to affirmatively contact the Gallery Curator as required by this paragraph shall constitute a default of this Agreement. B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to ensure compliance with all criteria set forth in the most recent Call to Artists issued for Initial Point Gallery, and the Application and Acknowledgements Form completed by Artist, as well as to ensure that such artwork may be safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in these enumerated documents, does not reflect artwork as described to the Commission or the Gallery Curator, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. V. DISPLAY. A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in Initial Point Gallery shall be, and is, original work conceived and created by Artist. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 Page 325 Item#15. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for purposes of advertising, marketing, and public information. Where practicable and to the extent of City's authority, Artist shall be acknowledged on each such photograph to be the creator of the original subject thereof,provided that photographic reproductions of artwork shall not be identified as or represented to be the finished artwork. C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for purposes of advertising, marketing, and public information, without violation of Artist's rights of privacy or any other rights Artist may possess under this Agreement,provided that City shall not use Artist's logo, if any, for any purpose without the express, written permission of Artist. D. Use of City's name. City hereby conveys to Artist permission to use City's name for purposes of advertising, marketing, and public information, without violation of City's rights of privacy or any other rights City may possess under this Agreement,provided that Artist shall not use City's logo for any purpose without the express, written permission of the Mayor's Chief of Staff. E. Removal of artwork by City. City shall have the right to remove Artist's artwork from public display at any time and for any reason. Such removal may be temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than forty-eight(48)hours, City shall notify Artist in the manner set forth herein. While it is intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth herein, this period may be shortened by City for any reason, without notice to the Artist. F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. G. Simultaneous display. City may elect to display the work of more than one Artist or Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery Curator. VI.INDEMNIFICATION,WAIVER,AND INSURANCE. A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees, guests, and/or invitees. B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Artist's performance of this Agreement, whether such loss or damage may be attributable to known or unknown ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 326 Item#15. conditions, except for liability arising out of the tortious conduct of City or its officers, agents or employees. C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the artwork; of the Artist's person,property, or interests; and/or of the Artist's employees or agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as may be required in order to protect Artist's insurable interests for its rights and obligations described within this Agreement, including,but not limited to, liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery. VII. TERMINATION. A. Termination for cause. If City determines that Artist has failed to comply with or is in default of any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party shall have the right to terminate the Agreement by providing written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have two (2) calendar days, not including Sundays or federal holidays, after the other party mails such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated immediately upon mailing of written notice of termination. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Artist. C. Termination upon death or incapacity of Artist. This Agreement shall automatically terminate upon the death or incapacity of Artist. D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. VIII. GENERAL PROVISIONS. A. Relationship of Parties. It is the express intention of Parties that Artist is an independent party and not an employee, agent,joint venturer, or partner of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Artist and City or between Artist and any official, agent, or ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 Page 327 Item#15. employee of City. Both parties acknowledge that Artist is not an employee of City. Artist shall retain the right to perform services for others during the term of this Agreement. B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with any and all applicable federal, state, and local laws. C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement, Artist shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory disability. D. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. E. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation,performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. F. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. G. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations under this Agreement that require or that may require Artist's artistic talent or expertise. Artist may subcontract or assign obligations that do not require Artist's artistic talent or expertise. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. I. Notice.Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed, if to the Artist, to the address written below, and if to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either parry may change its respective mailing address by giving written notice of such change in the manner herein provided. J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 page 328 Item#15. Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the Effective Date written above. ARTIST: lam - Katie Miller 1 Address: I ��D W �` It WACt LV_) �fli �. � D B�7oZ Phone: -0 3 57 1 D E-mail: I Q.I--MA-O D i�1 �' CO CITY OF MERIDIAN: BY: Robert E. Simison Attest: Chris Johnson, City Clerk ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 6 Page 329 Item#15. ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY,MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 1 st day of December, 2020 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Plein Air Painters of Idaho, a non-profit association organized under the laws of the state of Idaho ("Organization"). (City and Organization may hereinafter be collectively referred to as "Parties.") WHEREAS, City desires that public art will be a component of Meridian City Hall by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery"); WHEREAS, the Meridian Arts Commission ("Commission")recommends to the Meridian City Council that Organization's artwork be displayed in Initial Point Gallery; WHEREAS,the Meridian City Council accepts such recommendation and directs the Commission to work with Organization to establish a display of Organization's artwork in Initial Point Gallery; and WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of public business, that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; 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. SCOPE OF SERVICES. Organization shall personally deliver artwork to Initial Point Gallery, on October 1, 2021, at such time as is specified by the Gallery Curator. Organization shall be responsible for installing such artwork on October 1, 2021, at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from October 1, 2021 through November 4, 2021, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on November 5, 2021, at such time as is specified by the Gallery Curator. II. COMPENSATION AND SALE OF ARTWORK. A. No compensation. Organization's artwork shall be displayed in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Organization or any member thereof for services, work, and/or any activity undertaken pursuant to or related to this Agreement. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 1 page 330 Item#15. B. Sale of artwork. Organization or its members may, at the direction of and in the manner established by the Gallery Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City personnel shall not facilitate in any way the sale of Organization's work; any transaction related to the sale of artwork shall be handled solely by Organization. Organization acknowledges the Commission's request that Organization or its members voluntarily donate to the Commission twenty percent(20%) of proceeds from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of artwork on display in Initial Point Gallery, Organization may remove such artwork from the Gallery, provided that Organization replaces the removed piece with another piece of artwork within twenty- four(24) hours of such removal. Organization shall coordinate the removal, replacement, and/or substitution of any and all artwork with the Gallery Curator prior to such activity. III.TIME OF PERFORMANCE. Organization shall provide services described in this Agreement in a timely manner, as described herein. Organization acknowledges and agrees that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. IV.INSTALLATION. A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Organization shall coordinate any and all such activity with the Gallery Curator. Organization shall be responsible for contacting the Gallery Curator at least thirty (30) days prior prior to the date of delivery of artwork to Initial Point Gallery to confirm details regarding the installation,removal, publicity, and promotion of the exhibit. Organization's failure to affirmatively contact the Gallery Curator as required by this paragraph shall constitute a default of this Agreement. B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may inspect and/or review the artwork proposed by Organization for display in Initial Point Gallery to ensure compliance with all criteria set forth in the most recent Call to Organizations issued for Initial Point Gallery, as well as to ensure that such artwork may be safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in these enumerated documents, does not reflect artwork as described to the Commission or the Gallery Curator, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 page 331 Item#15. V. DISPLAY. A. Original artwork. Organization warrants that any and all artwork provided by Organization for display in Initial Point Gallery shall be, and is, original work conceived and created by Organization's member artists. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for purposes of advertising, marketing, and public information. Where practicable and to the extent of City's authority, the artist shall be acknowledged on each such photograph to be the creator of the original subject thereof, provided that photographic reproductions of artwork shall not be identified as or represented to be the finished artwork. C. Use of Organization's name. Organization hereby conveys to City permission to use Organization's name and/or logo for purposes of advertising, marketing, and public information, without violation of Organization's rights of privacy or any other rights Organization may possess under this Agreement. D. Use of City's name. City hereby conveys to Organization permission to use City's name for purposes of advertising, marketing, and public information, without violation of City's rights of privacy or any other rights City may possess under this Agreement, provided that Organization shall not use City's logo for any purpose without the express, written permission of the Mayor's Chief of Staff. E. Removal of artwork by City. City shall have the right to remove Organization's artwork from public display at any time and for any reason. Such removal may be temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than forty-eight(48) hours, City shall notify Organization in the manner set forth herein. While it is intended that Organization's artwork will be displayed in Initial Point Gallery for the period set forth herein, this period may be shortened by City for any reason, without notice to the Organization. F. Removal of artwork by Organization. Organization shall coordinate with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. G. Simultaneous display. City may elect to display the work of more than one Organization or Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery Curator. VI.INDEMNIFICATION,WAIVER,AND INSURANCE. A. Indemnification. Organization and each of its members shall, and hereby does, indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 332 Item#15. persons or property, and from any and all losses and expenses caused or incurred by Organization or Organization's members, servants, agents, employees, guests, and/or invitees. B. Waiver. Organization and each of its members shall, and hereby does, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Organization's performance of this Agreement, whether such loss or damage may be attributable to known or unknown conditions, except for liability arising out of the tortious conduct of City or its officers, agents or employees. C. Insurance Organization's responsibility. City shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by Organization in the furtherance of Organizations' rights or obligations described herein. Insurance of the artwork; of related persons, property, or interests; and/or members, employees, or agents shall be the sole responsibility of Organization and/or its members. Organization and its members shall obtain all necessary insurance as may be required in order to protect Organization's insurable interests for its rights and obligations described within this Agreement, including,but not limited to, liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. Organization shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery. VII. TERMINATION. A. Termination for cause. If City determines that Organization or any of its members has failed to comply with or is in default of any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party shall have the right to terminate the Agreement by providing written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have two (2) business days after the other party mails such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated immediately upon mailing of written notice of termination. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Organization. C. Termination upon death or incapacity of Organization. This Agreement shall automatically terminate upon the death or incapacity of Organization. D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 page 333 Item#15. VIII. GENERAL PROVISIONS. A. Relationship of Parties. It is the express intention of Parties that Organization and its members are independent parties and not employees, agents,joint venturers, or partners of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Organization and City; between Organization and any official, agent, or employee of City; between any member of Organization and City; or between any member of Organization and any official, agent, or employee of City. All parties acknowledge that neither Organization nor its members are employees of City. Organization shall retain the right to perform services for others during the term of this Agreement. B. Compliance with law. Throughout the course of this Agreement, Organization shall comply with any and all applicable federal, state, and local laws. C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement, Organization shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory disability. D. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. E. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation, performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. F. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. G. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. H. Successors and assigns. Organization shall not subcontract or assign any of Organization's obligations under this Agreement that require or that may require Organization's artistic talent or expertise. Organization may subcontract or assign obligations that do not require Organization's artistic talent or expertise. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 page 334 Item#15. I. Notice. Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed, if to the Organization, to the address written below, and if to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either party may change its respective mailing address by giving written notice of such change in the manner herein provided. J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. K. Warranty of authority. The party signing below on behalf of Organization("Signatory") expressly warrants that, to the extent set forth herein, Signatory is duly authorized to act as the representative and agent of Organization. Signatory further warrants that Signatory is authorized to bind Organization and its members to the obligations set forth herein, and to accept the liabilities as established herein on behalf of Organization and its members. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the Effective Date written above. ORGANIZATION: Plein Air Uqinters of Idaho Bonnie Zahn Griffith Advisory Committee Member Address: 3012 N Springtime Way Meridian ID. 83646 Phone: 509-301-1188 bzgriff53@gmail.com E-mail: CITY OF MERIDIAN: BY: Robert E. Simison, Mayor Attest: Chris Johnson, City Clerk ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 6 page 335 Item#15. ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 1 st day of December, 2020 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Wyatt Wurtenburger, an individual person ("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.") WHEREAS,the City desires that public art will be a component of Meridian City Hall by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery"); WHEREAS, the Meridian Arts Commission ("Commission") recommends to the Meridian City Council that Artist's artwork be displayed in Initial Point Gallery; WHEREAS,the Meridian City Council accepts such recommendation and directs the Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery; and WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of public business, that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; 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. SCOPE OF SERVICES. Artist shall personally deliver artwork to Initial Point Gallery, on November 5, 2021, at such time as is specified by the Gallery Curator. Artist shall be responsible for installing such artwork on November 5, 2021, at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from November 5, 2021 through December 2, 2021, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on December 3, 2021, at such time as is specified by the Gallery Curator. II. COMPENSATION AND SALE OF ARTWORK. A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Artist for services, work, and/or any activity undertaken pursuant to or related to this Agreement. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 1 Page 336 Item#15. B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City personnel shall not facilitate in any way the sale of Artist's work; any transaction related to the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's request that Artist voluntarily donate to the Commission twenty percent(20%) of proceeds from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery, provided that Artist replaces the removed piece with another piece of artwork within twenty- four(24)hours of such removal. Artist shall coordinate the removal, replacement, and/or substitution of any and all artwork with the Gallery Curator prior to such activity. III.TIME OF PERFORMANCE. Artist shall provide services described in this Agreement in a timely manner, as described herein. Artist acknowledges and agrees that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. IV.INSTALLATION. A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Artist shall coordinate any and all such activity with the Gallery Curator. Artist shall be responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date of delivery of artwork to Initial Point Gallery to confirm details regarding the installation, removal,publicity, and promotion of the exhibit. Artist's failure to affirmatively contact the Gallery Curator as required by this paragraph shall constitute a default of this Agreement. B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to ensure compliance with all criteria set forth in the most recent Call to Artists issued for Initial Point Gallery, and the Application and Acknowledgements Form completed by Artist, as well as to ensure that such artwork may be safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in these enumerated documents, does not reflect artwork as described to the Commission or the Gallery Curator, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. V. DISPLAY. A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in Initial Point Gallery shall be, and is, original work conceived and created by Artist. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 Page 337 Item#15. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for purposes of advertising, marketing, and public information. Where practicable and to the extent of City's authority, Artist shall be acknowledged on each such photograph to be the creator of the original subject thereof,provided that photographic reproductions of artwork shall not be identified as or represented to be the finished artwork. C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for purposes of advertising, marketing, and public information, without violation of Artist's rights of privacy or any other rights Artist may possess under this Agreement,provided that City shall not use Artist's logo, if any, for any purpose without the express, written permission of Artist. D. Use of City's name. City hereby conveys to Artist permission to use City's name for purposes of advertising, marketing, and public information, without violation of City's rights of privacy or any other rights City may possess under this Agreement,provided that Artist shall not use City's logo for any purpose without the express, written permission of the Mayor's Chief of Staff. E. Removal of artwork by City. City shall have the right to remove Artist's artwork from public display at any time and for any reason. Such removal may be temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than forty-eight(48)hours, City shall notify Artist in the manner set forth herein. While it is intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth herein, this period may be shortened by City for any reason, without notice to the Artist. F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. G. Simultaneous display. City may elect to display the work of more than one Artist or Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery Curator. VI.INDEMNIFICATION,WAIVER,AND INSURANCE. A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees, guests, and/or invitees. B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Artist's performance of this ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 338 Item#15. Agreement, whether such loss or damage may be attributable to known or unknown conditions, except for liability arising out of the tortious conduct of City or its officers, agents or employees. C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the artwork; of the Artist's person,property, or interests; and/or of the Artist's employees or agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as may be required in order to protect Artist's insurable interests for its rights and obligations described within this Agreement, including,but not limited to, liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery. VII. TERMINATION. A. Termination for cause. If City determines that Artist has failed to comply with or is in default of any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party shall have the right to terminate the Agreement by providing written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have two (2) calendar days, not including Sundays or federal holidays, after the other party mails such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated immediately upon mailing of written notice of termination. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Artist. C. Termination upon death or incapacity of Artist. This Agreement shall automatically terminate upon the death or incapacity of Artist. D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. VIII. GENERAL PROVISIONS. A. Relationship of Parties. It is the express intention of Parties that Artist is an independent party and not an employee, agent,joint venturer, or partner of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Artist and City or between Artist and any official, agent, or ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 Page 339 Item#15. employee of City. Both parties acknowledge that Artist is not an employee of City. Artist shall retain the right to perform services for others during the term of this Agreement. B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with any and all applicable federal, state, and local laws. C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement, Artist shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory disability. D. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. E. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation,performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. F. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. G. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations under this Agreement that require or that may require Artist's artistic talent or expertise. Artist may subcontract or assign obligations that do not require Artist's artistic talent or expertise. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. I. Notice.Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed, if to the Artist, to the address written below, and if to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either parry may change its respective mailing address by giving written notice of such change in the manner herein provided. J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 page 340 Item#15. Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the Effective Date written above. ARTIST: �jwr Wyatt Wurtenburger Address: 610 E Central Road, Emmett, ID Phone: 208-477-8226 E-mail: WurtsIllustration@qmail . com CITY OF MERIDIAN: BY: Robert E. Simison, Mayor Attest: Chris Johnson, City Clerk ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 6 page 341 Item#15. ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 1 st day of December, 2020 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Cindi Walton, an individual person ("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.") WHEREAS,the City desires that public art will be a component of Meridian City Hall by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery"); WHEREAS, the Meridian Arts Commission ("Commission")recommends to the Meridian City Council that Artist's artwork be displayed in Initial Point Gallery; WHEREAS,the Meridian City Council accepts such recommendation and directs the Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery; and WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of public business, that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; 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. SCOPE OF SERVICES. Artist shall personally deliver artwork to Initial Point Gallery, on November 5, 2021, at such time as is specified by the Gallery Curator. Artist shall be responsible for installing such artwork on November 5, 2021, at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from November 5, 2021 through December 2, 2021, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on December 3, 2021, at such time as is specified by the Gallery Curator. II. COMPENSATION AND SALE OF ARTWORK. A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Artist for services, work, and/or any activity undertaken pursuant to or related to this Agreement. B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 1 Page 342 Item#15. Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City personnel shall not facilitate in any way the sale of Artist's work; any transaction related to the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's request that Artist voluntarily donate to the Commission twenty percent(20%) of proceeds from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery, provided that Artist replaces the removed piece with another piece of artwork within twenty- four(24)hours of such removal. Artist shall coordinate the removal, replacement, and/or substitution of any and all artwork with the Gallery Curator prior to such activity. III.TIME OF PERFORMANCE. Artist shall provide services described in this Agreement in a timely manner, as described herein. Artist acknowledges and agrees that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. IV.INSTALLATION. A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Artist shall coordinate any and all such activity with the Gallery Curator. Artist shall be responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date of delivery of artwork to Initial Point Gallery to confirm details regarding the installation, removal,publicity, and promotion of the exhibit. Artist's failure to affirmatively contact the Gallery Curator as required by this paragraph shall constitute a default of this Agreement. B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to ensure compliance with all criteria set forth in the most recent Call to Artists issued for Initial Point Gallery, and the Application and Acknowledgements Form completed by Artist, as well as to ensure that such artwork may be safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in these enumerated documents, does not reflect artwork as described to the Commission or the Gallery Curator, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. V. DISPLAY. A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in Initial Point Gallery shall be, and is, original work conceived and created by Artist. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 Page 343 Item#15. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for purposes of advertising, marketing, and public information. Where practicable and to the extent of City's authority, Artist shall be acknowledged on each such photograph to be the creator of the original subject thereof, provided that photographic reproductions of artwork shall not be identified as or represented to be the finished artwork. C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for purposes of advertising, marketing, and public information, without violation of Artist's rights of privacy or any other rights Artist may possess under this Agreement,provided that City shall not use Artist's logo, if any, for any purpose without the express, written permission of Artist. D. Use of City's name. City hereby conveys to Artist permission to use City's name for purposes of advertising, marketing, and public information, without violation of City's rights of privacy or any other rights City may possess under this Agreement,provided that Artist shall not use City's logo for any purpose without the express, written permission of the Mayor's Chief of Staff. E. Removal of artwork by City. City shall have the right to remove Artist's artwork from public display at any time and for any reason. Such removal may be temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than forty-eight(48)hours, City shall notify Artist in the manner set forth herein. While it is intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth herein, this period may be shortened by City for any reason, without notice to the Artist. F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. G. Simultaneous display. City may elect to display the work of more than one Artist or Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery Curator. VI.INDEMNIFICATION,WAIVER,AND INSURANCE. A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees, guests, and/or invitees. B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Artist's performance of this Agreement, whether such loss or damage may be attributable to known or unknown ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 344 Item#15. conditions, except for liability arising out of the tortious conduct of City or its officers, agents or employees. C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the artwork; of the Artist's person,property, or interests; and/or of the Artist's employees or agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as may be required in order to protect Artist's insurable interests for its rights and obligations described within this Agreement, including,but not limited to, liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery. VII. TERMINATION. A. Termination for cause. If City determines that Artist has failed to comply with or is in default of any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party shall have the right to terminate the Agreement by providing written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have two (2) calendar days, not including Sundays or federal holidays, after the other party mails such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated immediately upon mailing of written notice of termination. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Artist. C. Termination upon death or incapacity of Artist. This Agreement shall automatically terminate upon the death or incapacity of Artist. D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. VIII. GENERAL PROVISIONS. A. Relationship of Parties. It is the express intention of Parties that Artist is an independent party and not an employee, agent,joint venturer, or partner of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Artist and City or between Artist and any official, agent, or ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 Page 345 Item#15. employee of City. Both parties acknowledge that Artist is not an employee of City. Artist shall retain the right to perform services for others during the term of this Agreement. B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with any and all applicable federal, state, and local laws. C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement, Artist shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory disability. D. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. E. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation,performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. F. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. G. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations under this Agreement that require or that may require Artist's artistic talent or expertise. Artist may subcontract or assign obligations that do not require Artist's artistic talent or expertise. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. I. Notice.Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed, if to the Artist, to the address written below, and if to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either parry may change its respective mailing address by giving written notice of such change in the manner herein provided. J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 page 346 Item#15. Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the Effective Date written above. ARTIST: L_ k�� Cindi Walton Address: 2407 W Malad St Boise, ID 83705 Phone: 208-867-4629 E-mail: cindiwalton@gmail.com CITY OF MERIDIAN: BY: Robert E. Simison, Mayor Attest: Chris Johnson, City Clerk ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 6 Page 347 Item#15. ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 1 st day of December, 2020 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Jessie Swimeley, an individual person("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.") WHEREAS,the City desires that public art will be a component of Meridian City Hall by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery"); WHEREAS, the Meridian Arts Commission ("Commission")recommends to the Meridian City Council that Artist's artwork be displayed in Initial Point Gallery; WHEREAS,the Meridian City Council accepts such recommendation and directs the Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery; and WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of public business, that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; 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. SCOPE OF SERVICES. Artist shall personally deliver artwork to Initial Point Gallery, on November 5, 2021, at such time as is specified by the Gallery Curator. Artist shall be responsible for installing such artwork on November 5, 2021, at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from November 5, 2021 through December 2, 2021, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on December 3, 2021, at such time as is specified by the Gallery Curator. II. COMPENSATION AND SALE OF ARTWORK. A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Artist for services, work, and/or any activity undertaken pursuant to or related to this Agreement. B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE I page 348 Item#15. Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City personnel shall not facilitate in any way the sale of Artist's work; any transaction related to the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's request that Artist voluntarily donate to the Commission twenty percent(20%) of proceeds from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery, provided that Artist replaces the removed piece with another piece of artwork within twenty- four(24)hours of such removal. Artist shall coordinate the removal, replacement, and/or substitution of any and all artwork with the Gallery Curator prior to such activity. III.TIME OF PERFORMANCE. Artist shall provide services described in this Agreement in a timely manner, as described herein. Artist acknowledges and agrees that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. IV.INSTALLATION. A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Artist shall coordinate any and all such activity with the Gallery Curator. Artist shall be responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date of delivery of artwork to Initial Point Gallery to confirm details regarding the installation, removal,publicity, and promotion of the exhibit. Artist's failure to affirmatively contact the Gallery Curator as required by this paragraph shall constitute a default of this Agreement. B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to ensure compliance with all criteria set forth in the most recent Call to Artists issued for Initial Point Gallery, and the Application and Acknowledgements Form completed by Artist, as well as to ensure that such artwork may be safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in these enumerated documents, does not reflect artwork as described to the Commission or the Gallery Curator, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. V. DISPLAY. A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in Initial Point Gallery shall be, and is, original work conceived and created by Artist. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 Page 349 Item#15. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for purposes of advertising, marketing, and public information. Where practicable and to the extent of City's authority, Artist shall be acknowledged on each such photograph to be the creator of the original subject thereof, provided that photographic reproductions of artwork shall not be identified as or represented to be the finished artwork. C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for purposes of advertising, marketing, and public information, without violation of Artist's rights of privacy or any other rights Artist may possess under this Agreement,provided that City shall not use Artist's logo, if any, for any purpose without the express, written permission of Artist. D. Use of City's name. City hereby conveys to Artist permission to use City's name for purposes of advertising, marketing, and public information, without violation of City's rights of privacy or any other rights City may possess under this Agreement,provided that Artist shall not use City's logo for any purpose without the express, written permission of the Mayor's Chief of Staff. E. Removal of artwork by City. City shall have the right to remove Artist's artwork from public display at any time and for any reason. Such removal may be temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than forty-eight(48)hours, City shall notify Artist in the manner set forth herein. While it is intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth herein, this period may be shortened by City for any reason, without notice to the Artist. F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. G. Simultaneous display. City may elect to display the work of more than one Artist or Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery Curator. VI.INDEMNIFICATION,WAIVER,AND INSURANCE. A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees, guests, and/or invitees. B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Artist's performance of this Agreement, whether such loss or damage may be attributable to known or unknown ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 350 Item#15. conditions, except for liability arising out of the tortious conduct of City or its officers, agents or employees. C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the artwork; of the Artist's person,property, or interests; and/or of the Artist's employees or agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as may be required in order to protect Artist's insurable interests for its rights and obligations described within this Agreement, including,but not limited to, liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery. VII. TERMINATION. A. Termination for cause. If City determines that Artist has failed to comply with or is in default of any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party shall have the right to terminate the Agreement by providing written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have two (2) calendar days, not including Sundays or federal holidays, after the other party mails such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated immediately upon mailing of written notice of termination. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Artist. C. Termination upon death or incapacity of Artist. This Agreement shall automatically terminate upon the death or incapacity of Artist. D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. VIII. GENERAL PROVISIONS. A. Relationship of Parties. It is the express intention of Parties that Artist is an independent party and not an employee, agent,joint venturer, or partner of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Artist and City or between Artist and any official, agent, or ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 Page 351 Item#15. employee of City. Both parties acknowledge that Artist is not an employee of City. Artist shall retain the right to perform services for others during the term of this Agreement. B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with any and all applicable federal, state, and local laws. C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement, Artist shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory disability. D. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. E. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation,performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. F. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. G. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations under this Agreement that require or that may require Artist's artistic talent or expertise. Artist may subcontract or assign obligations that do not require Artist's artistic talent or expertise. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. I. Notice.Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed, if to the Artist, to the address written below, and if to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either parry may change its respective mailing address by giving written notice of such change in the manner herein provided. J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 page 352 Item#15. Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the Effective Date written above. ARTIST: Jessie wimeley Address: k_r-)q 574 4162. Phone: `7 r Lt G(4 L f -7 2 E-mail: SSiee . s-"_Irn- feu , a ,mat ]• cowl T' CYFY OF MERIDIAN: BY: -Robert E. Simison, Mayor Attest: Chris Johnson,City Clerk A cEPTANcE AGREE tT-TNrnAL PowT GALLERY DISPLAY PAGE f Page 353 Item#15. ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 1 st day of December, 2020 ("Effective Date"),by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Angela Niewart, an individual person("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.") WHEREAS,the City desires that public art will be a component of Meridian City Hall by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery"); WHEREAS, the Meridian Arts Commission ("Commission")recommends to the Meridian City Council that Artist's artwork be displayed in Initial Point Gallery; WHEREAS,the Meridian City Council accepts such recommendation and directs the Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery; and WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of public business, that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; 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. SCOPE OF SERVICES. Artist shall personally deliver artwork to Initial Point Gallery, on November 5, 2021, at such time as is specified by the Gallery Curator. Artist shall be responsible for installing such artwork on November 5, 2021, at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from November 5, 2021 through December 2, 2021, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on December 3, 2021, at such time as is specified by the Gallery Curator. II. COMPENSATION AND SALE OF ARTWORK. A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Artist for services, work, and/or any activity undertaken pursuant to or related to this Agreement. B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 1 Page 354 Item#15. Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City personnel shall not facilitate in any way the sale of Artist's work; any transaction related to the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's request that Artist voluntarily donate to the Commission twenty percent(20%) of proceeds from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery, provided that Artist replaces the removed piece with another piece of artwork within twenty- four(24)hours of such removal. Artist shall coordinate the removal, replacement, and/or substitution of any and all artwork with the Gallery Curator prior to such activity. III.TIME OF PERFORMANCE. Artist shall provide services described in this Agreement in a timely manner, as described herein. Artist acknowledges and agrees that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. IV.INSTALLATION. A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Artist shall coordinate any and all such activity with the Gallery Curator. Artist shall be responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date of delivery of artwork to Initial Point Gallery to confirm details regarding the installation, removal,publicity, and promotion of the exhibit. Artist's failure to affirmatively contact the Gallery Curator as required by this paragraph shall constitute a default of this Agreement. B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to ensure compliance with all criteria set forth in the most recent Call to Artists issued for Initial Point Gallery, and the Application and Acknowledgements Form completed by Artist, as well as to ensure that such artwork may be safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in these enumerated documents, does not reflect artwork as described to the Commission or the Gallery Curator, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. V. DISPLAY. A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in Initial Point Gallery shall be, and is, original work conceived and created by Artist. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 Page 355 Item#15. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for purposes of advertising, marketing, and public information. Where practicable and to the extent of City's authority, Artist shall be acknowledged on each such photograph to be the creator of the original subject thereof, provided that photographic reproductions of artwork shall not be identified as or represented to be the finished artwork. C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for purposes of advertising, marketing, and public information, without violation of Artist's rights of privacy or any other rights Artist may possess under this Agreement,provided that City shall not use Artist's logo, if any, for any purpose without the express, written permission of Artist. D. Use of City's name. City hereby conveys to Artist permission to use City's name for purposes of advertising, marketing, and public information, without violation of City's rights of privacy or any other rights City may possess under this Agreement,provided that Artist shall not use City's logo for any purpose without the express, written permission of the Mayor's Chief of Staff. E. Removal of artwork by City. City shall have the right to remove Artist's artwork from public display at any time and for any reason. Such removal may be temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than forty-eight(48)hours, City shall notify Artist in the manner set forth herein. While it is intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth herein, this period may be shortened by City for any reason, without notice to the Artist. F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. G. Simultaneous display. City may elect to display the work of more than one Artist or Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery Curator. VI.INDEMNIFICATION,WAIVER,AND INSURANCE. A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees, guests, and/or invitees. B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Artist's performance of this Agreement, whether such loss or damage may be attributable to known or unknown ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 356 Item#15. conditions, except for liability arising out of the tortious conduct of City or its officers, agents or employees. C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the artwork; of the Artist's person,property, or interests; and/or of the Artist's employees or agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as may be required in order to protect Artist's insurable interests for its rights and obligations described within this Agreement, including,but not limited to, liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery. VII. TERMINATION. A. Termination for cause. If City determines that Artist has failed to comply with or is in default of any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party shall have the right to terminate the Agreement by providing written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have two (2) calendar days, not including Sundays or federal holidays, after the other party mails such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated immediately upon mailing of written notice of termination. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Artist. C. Termination upon death or incapacity of Artist. This Agreement shall automatically terminate upon the death or incapacity of Artist. D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. VIII. GENERAL PROVISIONS. A. Relationship of Parties. It is the express intention of Parties that Artist is an independent party and not an employee, agent,joint venturer, or partner of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Artist and City or between Artist and any official, agent, or ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 Page 357 Item#15. employee of City. Both parties acknowledge that Artist is not an employee of City. Artist shall retain the right to perform services for others during the term of this Agreement. B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with any and all applicable federal, state, and local laws. C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement, Artist shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory disability. D. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. E. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation,performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. F. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. G. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations under this Agreement that require or that may require Artist's artistic talent or expertise. Artist may subcontract or assign obligations that do not require Artist's artistic talent or expertise. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. I. Notice.Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed, if to the Artist, to the address written below, and if to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either parry may change its respective mailing address by giving written notice of such change in the manner herein provided. J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 page 358 Jufn!$26/ Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the Effective Date written above. ARTIST: __________________________________ Angela Niewart Address: __________________________________ __________________________________ Phone: __________________________________ E-mail: __________________________________ CITY OF MERIDIAN: BY: __________________________________ Robert Simison, Mayor Attest: ______________________________ Chris Johnson, City Clerk A CCEPTANCE A GREEMENT I NITIAL P OINT G ALLERY D ISPLAY P AGE 6 Qbhf!46: Item#15. ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 1 st day of December, 2020 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Jill Storey, an individual person ("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.") WHEREAS,the City desires that public art will be a component of Meridian City Hall by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery"); WHEREAS, the Meridian Arts Commission ("Commission")recommends to the Meridian City Council that Artist's artwork be displayed in Initial Point Gallery; WHEREAS,the Meridian City Council accepts such recommendation and directs the Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery; and WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of public business, that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; 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. SCOPE OF SERVICES. Artist shall personally deliver artwork to Initial Point Gallery, on November 5, 2021, at such time as is specified by the Gallery Curator. Artist shall be responsible for installing such artwork on November 5, 2021, at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from November 5, 2021 through December 2, 2021, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on December 3, 2021, at such time as is specified by the Gallery Curator. II. COMPENSATION AND SALE OF ARTWORK. A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Artist for services, work, and/or any activity undertaken pursuant to or related to this Agreement. B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 1 Page 360 Item#15. Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City personnel shall not facilitate in any way the sale of Artist's work; any transaction related to the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's request that Artist voluntarily donate to the Commission twenty percent(20%) of proceeds from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery, provided that Artist replaces the removed piece with another piece of artwork within twenty- four(24)hours of such removal. Artist shall coordinate the removal, replacement, and/or substitution of any and all artwork with the Gallery Curator prior to such activity. III.TIME OF PERFORMANCE. Artist shall provide services described in this Agreement in a timely manner, as described herein. Artist acknowledges and agrees that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. IV.INSTALLATION. A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Artist shall coordinate any and all such activity with the Gallery Curator. Artist shall be responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date of delivery of artwork to Initial Point Gallery to confirm details regarding the installation, removal,publicity, and promotion of the exhibit. Artist's failure to affirmatively contact the Gallery Curator as required by this paragraph shall constitute a default of this Agreement. B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to ensure compliance with all criteria set forth in the most recent Call to Artists issued for Initial Point Gallery, and the Application and Acknowledgements Form completed by Artist, as well as to ensure that such artwork may be safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in these enumerated documents, does not reflect artwork as described to the Commission or the Gallery Curator, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. V. DISPLAY. A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in Initial Point Gallery shall be, and is, original work conceived and created by Artist. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 Page 361 Item#15. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for purposes of advertising, marketing, and public information. Where practicable and to the extent of City's authority, Artist shall be acknowledged on each such photograph to be the creator of the original subject thereof, provided that photographic reproductions of artwork shall not be identified as or represented to be the finished artwork. C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for purposes of advertising, marketing, and public information, without violation of Artist's rights of privacy or any other rights Artist may possess under this Agreement,provided that City shall not use Artist's logo, if any, for any purpose without the express, written permission of Artist. D. Use of City's name. City hereby conveys to Artist permission to use City's name for purposes of advertising, marketing, and public information, without violation of City's rights of privacy or any other rights City may possess under this Agreement,provided that Artist shall not use City's logo for any purpose without the express, written permission of the Mayor's Chief of Staff. E. Removal of artwork by City. City shall have the right to remove Artist's artwork from public display at any time and for any reason. Such removal may be temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than forty-eight(48)hours, City shall notify Artist in the manner set forth herein. While it is intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth herein, this period may be shortened by City for any reason, without notice to the Artist. F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. G. Simultaneous display. City may elect to display the work of more than one Artist or Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery Curator. VI.INDEMNIFICATION,WAIVER,AND INSURANCE. A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees, guests, and/or invitees. B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Artist's performance of this Agreement, whether such loss or damage may be attributable to known or unknown ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 362 Item#15. conditions, except for liability arising out of the tortious conduct of City or its officers, agents or employees. C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the artwork; of the Artist's person,property, or interests; and/or of the Artist's employees or agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as may be required in order to protect Artist's insurable interests for its rights and obligations described within this Agreement, including,but not limited to, liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery. VII. TERMINATION. A. Termination for cause. If City determines that Artist has failed to comply with or is in default of any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party shall have the right to terminate the Agreement by providing written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have two (2) calendar days, not including Sundays or federal holidays, after the other party mails such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated immediately upon mailing of written notice of termination. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Artist. C. Termination upon death or incapacity of Artist. This Agreement shall automatically terminate upon the death or incapacity of Artist. D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. VIII. GENERAL PROVISIONS. A. Relationship of Parties. It is the express intention of Parties that Artist is an independent party and not an employee, agent,joint venturer, or partner of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Artist and City or between Artist and any official, agent, or ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 Page 363 Item#15. employee of City. Both parties acknowledge that Artist is not an employee of City. Artist shall retain the right to perform services for others during the term of this Agreement. B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with any and all applicable federal, state, and local laws. C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement, Artist shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory disability. D. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. E. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation,performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. F. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. G. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations under this Agreement that require or that may require Artist's artistic talent or expertise. Artist may subcontract or assign obligations that do not require Artist's artistic talent or expertise. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. I. Notice.Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed, if to the Artist, to the address written below, and if to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either parry may change its respective mailing address by giving written notice of such change in the manner herein provided. J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 page 364 rrem#15. Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the Effective Date written above. ARTIST: Jill Address: 1,3 Phone: 7`iZ5/2— E-mail: j�c�7 r rz r-A�0 r?o", CITY OF MERIDIAN: BY: Robert E. Simison, Mayor Attest: Chris Johnson,City Clerk ACCEPTANCE AGREu4ENY—[NmAL PorNT GALLERY D15PLA Y PAGE 6 Page 365 Item#15. ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY,MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 1 st day of December, 2020 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and the Idaho Commission on the Arts ("ICA"), an agency of the State of Idaho. (City and ICA may hereinafter be collectively referred to as "Parties.") WHEREAS,the City desires that public art will be a component of Meridian City Hall and to that end, the Meridian Arts Commission has invited ICA to display artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery"); WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of public business, that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; 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. SCOPE OF SERVICES. ICA shall designate an employee to serve in the role of Organizer for purposes of this Agreement. Organizer shall deliver artwork to Initial Point Gallery, on December 3, 2021, at such time as is specified by the Gallery Curator. Organizer shall be responsible for installing such artwork on December 3, 2021 at the direction of the Gallery Curatorfor display of such artwork in Initial Point Gallery from December 3, 2021 through February 3, 2022, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on February 4, 2022, at such time as is specified by the Gallery Curator. ICA acknowledges and agrees that time is strictly of the essence with respect to this Agreement, and that Organizer's failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. II. INSTALLATION. A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Organizer shall coordinate any and all such activity with the Gallery Curator. Organizer shall be responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date of delivery of artwork to Initial Point Gallery to confirm details regarding the installation, removal, publicity, and promotion of the exhibit. Organizer's failure to affirmatively contact the Gallery Curator as required by this paragraph shall constitute a default of this Agreement. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE I page 366 Item#15. B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may inspect and/or review the artwork proposed by ICA for display in Initial Point Gallery to ensure compliance with all criteria set forth in the most recent Call to Organizations issued for Initial Point Gallery, as well as to ensure that such artwork may be safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in these enumerated documents, does not reflect artwork as described to the Commission or the Gallery Curator, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. III.DISPLAY. A. Original artwork. Organizer warrants that any and all artwork provided by Organizer for display in Initial Point Gallery shall be, and is, original work conceived and created by artists selected by ICA, as certified by such artists. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for the limited and non-commercial purposes of promotion and public information. C. Use of ICA's name. ICA hereby conveys to City permission to use ICA's name and/or logo for purposes of promotion , and public information, without violation of ICA's rights of privacy or any other rights ICA may possess under this Agreement. D. Use of City's name. City hereby conveys to ICA permission to use City's name for purposes of promotion and public information,provided that neither Organizer nor its agents or invitees shall use City's logo for any purpose without the express, written permission of the City Mayor's Chief of Staff. E. Removal of artwork by City. City shall have the right to remove artwork from public display at any time and for any reason. Such removal may be temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than forty-eight (48) hours, City shall notify Organizer in the manner set forth herein. While it is intended that the artwork provided by ICA will be displayed in Initial Point Gallery for the period set forth herein, this period may be shortened by City for any reason without notice. F. Removal of artwork by ICA. Organizer shall coordinate with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. IV.INDEMNIFICATION,WAIVER,AND INSURANCE. A. Apportionment of Liability. City and ICA shall be responsible only for the acts, omissions or negligence of such agency's own employees. The term"employee" is defined for the purposes of this section as set forth in Idaho Code Section 6-902. Nothing in this Agreement shall extend the tort responsibility or liability of either City or ICA beyond that required by the Idaho Tort ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 Page 367 Item#15. Claims Act, Idaho Code section 6-901 et seq.. Each party shall be responsible for damage to property of the other party caused by its employees in the performance of the Agreement to the extent funds are legally available therefore. B. Waiver. Organizer and ICA shall, and hereby do, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Organizer's or ICA's performance of this Agreement, whether such loss or damage may be attributable to known or unknown conditions, except for liability arising out of the tortious conduct of City or its officers, agents or employees. C. Insurance is ICA's responsibility. City shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by ICA or its agents or invitees in the furtherance of the respective rights or obligations described herein. Insurance of the artwork; of the ICA's or its agents' or invitees' persons,property, or interests; and/or of the ICA's or its invitees, employees, or agents shall be the sole responsibility of ICA or of such respective parties. ICA or its agents or invitees shall obtain all necessary insurance as may be required in order to protect those parties' insurable interests for their rights and obligations described within this Agreement, including,but not limited to, liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. ICA shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery, except as provided for in Section IV(A) above. V. TERMINATION. A. Termination for cause. If City determines that Organizer, ICA, or any of their agents or invitees have failed to comply with or are in default of any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party shall have the right to terminate the Agreement by providing written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have two (2) calendar days, not including Sundays or federal holidays, after the other party mails such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated immediately upon mailing of written notice of termination. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Organizer. C. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. ACCEPTANCE AGREEMENT-INITIAL POINT GALLERY DISPLAY PAGE 3 page 368 Item#15. VI.GENERAL PROVISIONS. A. Compliance with law. Throughout the course of this Agreement, Organizer, ICA, and ICA's invitees and agents shall comply with any and all applicable federal, state, and local laws. B. Non-discrimination. In fulfilling or exercising any right or obligation under this Agreement, Organizer, ICA, and their agents and invitees shall not discriminate against any person as to race, creed, religion, sex, age, national origin, or any physical, mental, or sensory disability. C. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. D. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation,performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. E. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. F. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. G. Successors and assigns. ICA shall not subcontract or assign any of ICA's obligations under this Agreement that require or that may require their artistic talent or expertise. ICA may subcontract or assign obligations that do not require artistic talent or expertise. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. H. Notice.Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed as follows: Idaho Commission on the Arts: City: Executive Director Initial Point Gallery Curator PO Box 83720 33 E. Broadway Avenue Boise ID 83720-0008 Meridian ID 83642 Either party may change its respective mailing address by giving written notice of such change in the manner herein provided. ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 Page 369 Item#15. I. Warranty of authority. ICA expressly warrants that, to the extent set forth herein, Organizer is duly authorized to act as the representative and agent of ICA. J. No personal liability. City specifically understands and agrees that in no event shall any official, officer, employee or agent of the State be personally liable or responsible for any representation, statement, covenant, warranty or obligation contained in, or made in connection with, this Agreement, express or implied. K. Individual artists' agreement to terms and conditions. Prior to display of artwork in Initial Point Gallery, ICA shall require from each artist whose work is displayed an Artist Agreement, attached hereto as Exhibit A and incorporated herein by this reference, informing each artist of the applicable provisions of sections III and IV of this Agreement, as well as each artist's acknowledgment of specific terms and conditions, as required by the City. L. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the Effective Date written above. ORGANIZATION: Idaho Commission on the Arts lchael Faison Executive Director CITY OF MERIDIAN: BY: Attest: Robert E. Simison, Mayor Chris Johnson, City Clerk ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE Page 370 Item#15. EXHIBIT A: ARTIST AGREEMENT L This Artist Agreement ("Agreement") is between Idaho Commission on the Arts ("ICA") and the undersigned artist ("Artist"), wherein Artist agrees to the following terms and conditions prior to Artist's chosen artwork being displayed at the Initial Point Gallery, located in the City of Meridian (City), from December 3, 2021 through February 3, 2022. II. Artist represents and warrants to ICA that the artwork chosen to be displayed in Initial Point Gallery is freely, solely and fully owned by Artist, and is original work conceived and created by Artist. Artist further represents and warrants that such ownership includes all rights to its use,display, copyright, trademark, or otherwise, and that Artist's chosen artwork does not infringe on the rights of any third party. III. Artist acknowledges that City is an intended third-party beneficiary. Artist acknowledges and agrees that City may photograph the artwork displayed in Initial Point Gallery for the limited and non-commercial purposes of promotion and public information. Artist acknowledges and agrees that City has the right to remove artwork from public display at any time and for any reason to the extent permitted by law; such removal may be temporary or permanent in nature. Artist acknowledges that ICA does not take part in, and is in no way responsible for, any actions taken by City as it relates to subsection C below. Artist further acknowledges the following terms and conditions, as required by the City of Meridian: a. The City of Meridian will not assume liability for or provide insurance to cover any loss, theft, or damage of the artwork. b. Artist bears all risks, some of which are unknown, and releases and indemnifies the City from all related claims for damages caused by or arising out of Artist's display of the chosen artwork at Initial Point Gallery and Artist's representations set forth herein. c. Meridian City Hall is primarily a place of public business and Initial Point Gallery is a public place. The City seeks to encourage artistic expression and public dialogue, but must also ensure that City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable. To this end, artwork will be displayed which: is appropriate in subject and content for a functioning government workplace, is consistent with City policy and community values, contributes to the aesthetic and cultural atmosphere of Meridian City Hall, and is not disruptive or likely to offend the general public, in City's sole discretion. The above terms and conditions are authorized by: Artist's Printed Name Artist's Signature Name of Artist's Chosen Piece Date ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE Page 371 Item#16. (:> E IDIAN*-----, AGENDA ITEM ITEM TOPIC: Approval of Grantee Agreements for the Meridian Small Business Grant Program APPROVED Page 372 Item#16. C� fIEN , IN4, IDAHG-. MEMO TO CITY COUNCIL Request to Include Topic on the City Council Agenda From: Tori Cleary, Community Development Meeting Date: December 1, 2020 Presenter: Tori Cleary Estimated Time: 0.0 Topic: Approval of Grantee Agreements for the Meridian Small Business Grant Program Recommended Council Action: Approve nine Grantee Agreements for the Meridian Small Business Grant Program. The following nine Grantees have been approved through the Municipal Small Business Grant Program made possible through Coronavirus Aid, Relief, and Economic Security Act (CARES) Act funding. The Grantees, grant amounts, and grant purposes are listed below: Case Name Amount PPE Testing Invent. Equip. Rent Utilities Other Approved Black Mor LLC dba Wahooz Family Fun Zone $10,000.00 X Bowden Properties LLC dba Roaring Springs Water Park $10,000.00 X COViD pot lgn ge Fina Beauty Nail&Co. $10,000.00 X Homestead Bar and Grill LLC $10,000.00 X K&L Affairs LLC dba F45 Meridian West $10,000.00 X Larson Enterprises LLC $10,000.00 X SLID LLC $10,000.00 X Sports Fan Corporation dba Pro Image Sports $10,000.00 X T.Rowe&Associates $3,651.60 X Vertical View $6,358.38 X X Background: This is the second round of Agreements for approval under the Meridian Small Business Grant Program, created through the City Council designation of$1 million of the City's CARES Act funding allocation. Following staff review of applications and confirmation of business/organization eligibility and documentation of qualifying business expenses,grant applications are sent to a Review Committee comprised of the Chief of Staff, Finance Director, and a representative from the Chamber of Commerce Economic Development Committee. Following City approval, applications are forwarded to the State. The State has agreed that these nine grantees and the City-approved expenses are eligible for reimbursement. Page 373 Item#16. AGREEMENT BETWEEN CITY OF MERIDIAN AND BLACK MOR LLC DBA WAHOOZ FAMILY FUN ZONE FOR IDAHO REBOUNDS - MUNICIPAL SMALL BUSINESS GRANT FUNDS This Agreement is entered into this V"- day of , 2020 by and between the City of Meridian, a municipal corporation organized under the laws of the state of Idaho ("City") and Black Mor LLC DBA Wahooz Family Fun Zone, a Limited Liability Corporation organized under the laws of the state of Idaho ("Grantee"). WHEREAS, having received federal financial assistance, as such term is defined in 2 CFR § 200.40, from the Coronavirus Relief Fund, designated within Title V, section 5001 of the Coronavirus Aid, Relief, and Economic Security Act, P.L. 116-136, 42 U.S.C. § 601 et seq. (the "CARES Act"), the State of Idaho ("State") created the Idaho Rebounds-Municipal Small Business Grant ("MSBG") program to help local businesses and organizations affected by COVID-19 pandemic, enabling cities and counties to provide aid within their community, including by the provision of economic support to those suffering from employment or business interruptions due to COVID-19-related business closures or limitations; and WHEREAS, pursuant to the State's approval of Meridian's MSBG program on September 11, 2020, City seeks to disburse MSBG funds to Meridian small businesses for the reimbursement of expenses incurred due to the COVID-19 pandemic, as set forth in Title V, section 5001 of the CARES Act; Idaho Governor's Executive Order Nos. 2020-07, 2020-08, and 2020-08A; U.S. Treasury's Coronavirus Relief Fund Guidance for State, Territorial, Local, and Tribal Governments (Dated June 30, 2020); Idaho Rebounds-Municipal Small Business Grant Program Description and Guidance; and the City's MSBG program guidelines (collectively, "MSBG Rules"); and WHEREAS, Grantee submitted to City a complete application for MSBG funds, including all related materials; and City and Grantee wish to enter into a cooperative agreement for the investment of MSBG funds for the purposes described therein; and WHEREAS, it is acknowledged by the Parties that although the State has approved the Meridian MSBG program and has generally committed the funds as set forth in this Agreement for such purpose, availability of these funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City, and that City's obligation to provide funding to Grantee under this Agreement is provisional, pending the approval and release of such funds to City; NOW, THEREFORE, in consideration of the mutual covenants of the parties, the Parties agree as follows: I. STATEMENT OF WORK A. Activities. Grantee shall use City's MSBG funds in an amount not to exceed ten thousand dollars ($10,000), for the approved expenses, asset forth in Exhibit A. Grantee shall utilize MSBG funds granted hereunder in a manner consistent with this Agreement, the MSBG Rules. B. Current eligibility. Grantee certifies that Grantee is eligible to receive MSBG funds, and that Grantee meets each of the following criteria: MSBG GRANTEE AGREEMENT PAGE 1 Page 374 Item#16. 1. Grantee has 500 or fewer employees. 2. Grantee is a business operating in the City of Meridian, Idaho city limits. 3. Grantee has an official EIN. 4. Grantee is an Idaho-domiciled business. 5. Grantee incurred and paid the expenses for which the MSBG funds are awarded. 6. Grantee has incurred expense caused by COVID-19 related incidents, decisions, or qualified business interruption (e.g., local closure orders, need for personal protective equipment, social distancing requirements, increased costs, disrupted supply network, etc.). 7. The expenses for which the MSBG funds are awarded were incurred between June 20, 2020 and December 30, 2020. 8. Grantee has not received funds for the expenses for which the MSBG funds are awarded from other COVID-19 grant programs. 9. Grantee does not exist for the purpose of advancing partisan political activities or the business does not directly lobby€ederaI or state officials, defined as having had a registered lobbyist at any point during 2020. 10. Grantee is compliant in all respects with all COVID-19 related orders, laws, ordinances, and regulations. C. Ongoing eligibility; duplication of benefits. Grantee shall notify City immediately if, for any reason, Grantee no longer qualifies for MSBG funds due to a change in compliance with one or more of the enumerated eligibility criteria. If Grantee receives or applies for other funding sources for the expenses described in this Agreement, Grantee shall immediately notify the City's Economic Development Administrator. D. Reimbursement Procedures. City shall provide to Grantee the MSBG funds awarded for the approved expenses, as set forth in Exhibit A, up to ten thousand dollars ($10,000.00), within thirty (30) days of receipt of the specified funds by City. E. Disclosure and retention of records. Grantee acknowledges and understands that records submitted for the purposes of applying for MSBG funds; compliance with the terms of this Agreement or law; and/or audit by City, State, or federal agency shall be public records subject to disclosure by City and/or State pursuant to such agencies' respective obligations to comply with the Idaho Public Records Act ("IPRA"), and may be posted online by the State of Idaho. Insofar as such records are exempt from disclosure under IPRA or other provision of law, City shall make reasonable efforts to avoid and/or prevent their disclosure. Grantee shall retain all records pertinent to the expenditures incurred under this Agreement for a period of five(5) years after completion of all activities funded under this Agreement. The name of the business and the amount of grant funds received will be identified on the transparent.idaho.gov website and on the City of Meridian's Economic Development webpage, and may be disclosed upon request in accordance with the Idaho Public Records Act. II. GENERAL CONDITIONS A. Contingent on funding. It is acknowledged by the Parties that although the State has approved the Meridian MSBG program and the State has generally committed the funds as set forth in this Agreement for such purpose, availability of MSBG funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City. Unless and until the State approves Grantee's application and releases the funds to City, City shall have no MSBG GRANTEE AGREEMENT PAGE 2 Page 375 Item#16. contractual, legal, or equitable obligation to Grantee, whether under this Agreement or by any other legal or equitable claim. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City, this Agreement shall be void, and City shall have no obligation to Grantee, whether under this Agreement or under any legal or equitable claim. B. Notices. All notices required to be given by either of the parties hereto shall be in writing and be deemed communicated when personally served, or mailed in the United States mail, addressed as follows: If to City: If to Grantee: City of Meridian Black Mor LLC DBA Wahooz Family Fun Zone Attn: Economic Development Administrator ATTN: Patrick Morandi, CEO 33 E. Broadway Avenue 400 W Overland Rd Meridian, Idaho 83642 Meridian, ID 83642 Either party may change its authorized representative and/or address for the purpose of this paragraph by giving written notice of such change to the other party in the manner herein provided. C. Indemnity. Grantee, and each and all of its employees, agents, contractors, officials, officers, servants, guests, and/or invitees shall hold harmless, defend and indemnify City from and for all losses, claims, actions, liabilities, and/or judgments for: damages or injury to persons or property and/or losses and expenses caused or incurred by Grantee and/or its employees, agents, contractors, officials, officers, servants, guests, and/or invitees; and other costs, including litigation costs and attorneys' fees, arising out of, resulting from, or in connection with the performance of this Agreement and not caused by or arising out of the tortious conduct of City or any employee, contractor, or agent thereof. Grantee acknowledges that participation in this program carries risks, some of which may be unknown, and does agree to assume all such known or unknown risks. D. Uniform compliance requirements. Grantee shall comply with applicable uniform administrative requirements, cost principles, and audit requirements for federal awards, as described in 2 CFR §§ 200 et. seq. E. Nondiscrimination. Grantee will not discriminate against any employee or applicant for employment or services because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital status or status with regard to public assistance. F. Termination. Either Party may terminate this Agreement for cause by providing written notice to the other of the basis of termination. The defaulting Party shall have five (5) days to cure the deficiency or non-compliance. If the deficiency or non-compliance is not cured within this time period, the other Party shall terminate this Agreement for cause. In addition to termination of this Agreement and/or any other remedies as provided by law, City may declare Grantee ineligible for any further participation in City grant programming. 1. Termination for convenience. City may terminate this Agreement by, at least thirty(30) days before the effective date of such termination, giving written notice to Grantee of such termination and specifying the effective date thereof. 2. Termination for cause. Termination of this Agreement, in whole or in part, may occur for cause, which shall include, but shall not be limited to, the following: a. Failure to comply with any provision of this Agreement, the MSBG Rules, or any rule, regulation, statute, executive order, or U.S. Treasury, State, or City guideline, policy or MSBG GRANTEE AGREEMENT PAGE 3 Page 376 Item#16. directive as may become applicable at any time; b. Failure to fulfill in a timely and proper manner its obligations under this Agreement; c. Improper use of funds provided under this Agreement; or d. Submission of receipts, reports, or documents that are incorrect or incomplete in any material respect. 3. Void if funds not available. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City, this Agreement shall be void, and City shall have no obligation to Grantee, whether under this Agreement or under any legal or equitable claim. G. Repayment. In the event of termination for cause attributable to Grantee's acts or omissions, Grantee shall, within fourteen (14) days ofCity's demand, reimburse City for all MSBG funds disbursed. H. Assignment. Grantee shall not assign or transfer any interest in this agreement without prior written consent of City. I. Non-waiver. Failure of either party to promptly enforce the strict performance of any term of this Agreement shall not constitute a waiver or relinquishment of any party's right to thereafter enforce such term, and any right or remedy hereunder may be asserted at any time, notwithstanding delay in enforcement. J. Compliance with law. Throughout the course of this Agreement, Grantee shall comply with any and all applicable federal, state, and local laws. K. Exhibits. All exhibits to this Agreement are incorporated by reference and made a part of hereof as if the exhibits were set forth in their entirety herein. L. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral or written, whether previous to the execution hereof or contemporaneous herewith. The parties hereto may amend this Agreement at any time provided that such amendments are executed in writing, approved by City's governing body, and signed by a duly authorized representative of each party. IN WITNESS WHEREOF, the parties shall cause this Agreement to be executed by their duly authorized officers to be effective as of the day and year first above written. GRANTEE: Black Mor LLC DBA Wahooz Family Fun Zone Patrick Morandi, CEO CITY: City of Meridian Attest: By: Robert E. Simison, Mayor Chris Johnson, City Clerk MSBG GRANT . AGREEMENT PAGE 4 Page 377 Item#16. EXHIBIT A: APPROVED EXPENSES Eligible Expense Amount Cintas $314.82 CMYK $7.00 Gem State $330.44 Gem State $426.23 Gem State $182.03 Gem State $1,070.57 Gem State $955.47 Gem State $24.53 Gem State $59.15 Gem State $394.07 Gem State $98.52 Gem State $75.26 Gem State $985.16 Gem State $66.91 Gem State $106.75 Gem State $106.75 Gem State $106.75 Gem State $65.36 Gem State $65.36 Gem State $173.85 Gem State $230.88 Gem State $357.79 Gem State $130.72 Gem State $106.7S Gem State $65.36 Gem State $65.36 Gem State $106.75 Gem State $65.36 Gem State $153.67 Gem State $76.83 Gem State $130.72 Gem State $166.07 Gem State $100,71 Shamrock $31.79 Shamrock $273.95 Shamrock $31.79 Shamrock $31.79 Shamrock $31.79 Shamrock $31.79 Shamrock $31.79 Shamrock $31.79 MS$G GRANTEE AGREEMENT PAGE 5 Page 378 Item#16. Shamrock $31.79 Shamrock $31.79 Shamrock $31.79 Shamrock $31.79 Shamrock $31.79 Shamrock $31.79 Shamrock $36.79 Shamrock $36.79 Shamrock $36.79 Shamrock $36.79 Shamrock $92.19 Shamrock $87.73 Shamrock $97.04 Shamrock $87.73 Shamrock $92.19 Shamrock $87.73 Shamrock $87.73 Shamrock $87.73 Shamrock $88.37 Shamrock $88.37 Shamrock $88.37 Shamrock $92.74 Shamrock $88.29 Shamrock $88.29 Shamrock $84.01 Shamrock $84.01 Wrist-band.com $512.97 Eligible Expenses $10,141.82 Approved Amount $10,000.00 MSBG GRANTEE AGREEMENT PAGE 6 Page 379 Item#16. AGREEMENT BETWEEN CITY OF MERIDIAN AND BOWDEN PROPERTIES LLC DBA ROARING SPRINGS WATER PARK FOR IDAHO REBOUNDS—MUNICIPAL SMALL BUSINESS GRANT FUNDS This Agreement is entered into this 6" day of�c Qembw, 2020 by and between the City of Meridian, a municipal corporation organized under the laws of the state of Idaho ("City") and Bowden Properties LLC DBA Roaring Springs Water Park, a Limited Liability Corporation organized under the laws of the state of Idaho ("Grantee"). WHEREAS, having received federal financial assistance, as such term is defined in 2 CFR § 200.40,from the Coronavirus Relief Fund, designated within Title V, section 5001 of the Coronavirus Aid, Relief, and Economic Security Act, P.L. 116-136, 42 U.S.C. § 601 et seq. (the "CARES Act"), the State of Idaho ("State") created the Idaho Rebounds—Municipal Small Business Grant ("MSBG") program to help local businesses and organizations affected by COVID-19 pandemic, enabling cities and counties to provide aid within their community, including by the provision of economic support to those suffering from employment or business interruptions due to COVID-19-related business closures or limitations; and WHEREAS, pursuant to the State's approval of Meridian's MSBG program on September 11, 2020, City seeks to disburse MSBG funds to Meridian small businesses for the reimbursement of expenses incurred due to the COVID-19 pandemic, as set forth in Title V, section 5001 of the CARES Act; Idaho Governor's Executive Order Nos. 2020-07, 2020-08, and 2020-08A; U.S. Treasury's Coronavirus Relief Fund Guidance for State, Territorial, Local, and Tribal Governments (Dated June 30, 2020); Idaho Rebounds—Municipal Small Business Grant Program Description and Guidance; and the City's MSBG program guidelines (collectively, "MSBG Rules"); and WHEREAS, Grantee submitted to City a complete application for MSBG funds, including all related materials; and City and Grantee wish to enter into a cooperative agreement for the investment of MSBG funds for the purposes described therein; and WHEREAS, it is acknowledged by the Parties that although the State has approved the Meridian MSBG program and has generally committed the funds as set forth in this Agreement for such purpose, availability of these funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City, and that City's obligation to provide funding to Grantee under this Agreement is provisional, pending the approval and release of such funds to City; NOW, THEREFORE, in consideration of the mutual covenants of the parties, the Parties agree as follows: I. STATEMENT OF WORK A. Activities. Grantee shall use City's MSBG funds in an amount not to exceed ten thousand dollars ($10,000), for the approved expenses, as set forth in Exhibit A. Grantee shall utilize MSBG funds granted hereunder in a manner consistent with this Agreement, the MSBG Rules. B. Current eligibility. Grantee certifies that Grantee is eligible to receive MSBG funds, and that Grantee meets each of the following criteria: MSBG GRANTEE AGREEMENT PAGE 1 Page 380 Item#16. 1. Grantee has 500 or fewer employees. 2. Grantee is a business operating in the City of Meridian, Idaho city limits. 3. Grantee has an official EIN. 4. Grantee is an Idaho-domiciled business. 5. Grantee incurred and paid the expenses for which the MSBG funds are awarded. 6. Grantee has incurred expense caused by COVID-19 related incidents, decisions, or qualified business interruption (e.g., local closure orders, need for personal protective equipment, social distancing requirements, increased costs, disrupted supply network, etc.). 7. The expenses for which the MSBG funds are awarded were incurred between June 20, 2020 and December 30, 2020. 8. Grantee has not received funds for the expenses for which the MSBG funds are awarded from other COVID-19 grant programs. 9. Grantee does not exist for the purpose of advancing partisan political activities or the business does not directly lobby federal or state officials, defined as having had a registered lobbyist at any point during 2020. 10. Grantee is compliant in all respects with all COVID-19 related orders, laws, ordinances, and regulations. C. Ongoing eligibility; duplication of benefits. Grantee shall notify City immediately if, for any reason, Grantee no longer qualifies for MSBG funds due to a change in compliance with one or more of the enumerated eligibility criteria. If Grantee receives or applies for other funding sources for the expenses described in this Agreement, Grantee shall immediately notify the City's Economic Development Administrator. D. Reimbursement Procedures. City shall provide to Grantee the MSBG funds awarded for the approved expenses, as set forth in Exhibit A, up to ten thousand dollars ($10,000.00), within thirty (30) days of receipt of the specified funds by City. E. Disclosure and retention of records. Grantee acknowledges and understands that records submitted for the purposes of applying for MSBG funds; compliance with the terms of this Agreement or law; and/or audit by City, State, or federal agency shall be public records subject to disclosure by City and/or State pursuant to such agencies' respective obligations to comply with the Idaho Public Records Act ("IPRA"), and may be posted online by the State of Idaho. Insofar as such records are exempt from disclosure under IPRA or other provision of law, City shall make reasonable efforts to avoid and/or prevent their disclosure. Grantee shall retain all records pertinent to the expenditures incurred under this Agreement for a period of five (5) years after completion of all activities funded under this Agreement. The name of the business and the amount of grant funds received will be identified on the transparent.idaho.gov website and on the City of Meridian's Economic Development webpage, and may be disclosed upon request in accordance with the Idaho Public Records Act. II. GENERAL CONDITIONS A. Contingent on funding. It is acknowledged by the Parties that although the State has approved the Meridian MSBG program and the State has generally committed the funds as set forth in this Agreement for such purpose, availability of MSBG funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City. Unless and until the State approves Grantee's application and releases the funds to City, City shall have no MSBG GRANTEE AGREEMENT PAGE 2 Page 381 Item#16. contractual, legal, or equitable obligation to Grantee, whether under this Agreement or by any other legal or equitable claim. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City, this Agreement shall be void, and City shall have no obligation to Grantee, whether under this Agreement or under any legal or equitable claim. B. Notices. All notices required to be given by either of the parties hereto shall be in writing and be deemed communicated when personally served, or mailed in the United States mail, addressed as follows: If to City: If to Grantee: City of Meridian Bowden Properties LLC DBA Roaring Springs Attn: Economic Development Administrator Water Park 33 E. Broadway Avenue ATTN: Patrick Morandi, CEO Meridian, Idaho 83642 400 W Overland Rd Meridian, ID 83642 Either party may change its authorized representative and/or address for the purpose of this paragraph by giving written notice of such change to the other party in the manner herein provided. C. Indemnity. Grantee, and each and all of its employees, agents, contractors, officials, officers, servants, guests, and/or invitees shall hold harmless, defend and indemnify City from and for all losses, claims, actions, liabilities, and/or judgments for: damages or injury to persons or property and/or losses and expenses caused or incurred by Grantee and/or its employees, agents, contractors, officials, officers, servants, guests, and/or invitees; and other costs, including litigation costs and attorneys' fees, arising out of, resulting from, or in connection with the performance of this Agreement and not caused by or arising out of the tortious conduct of City or any employee, contractor, or agent thereof. Grantee acknowledges that participation in this program carries risks, some of which may be unknown, and does agree to assume all such known or unknown risks. D. Uniform compliance requirements. Grantee shall comply with applicable uniform administrative requirements, cost principles, and audit requirements for federal awards, as described in 2 CFR §§ 200 et. seq. E. Nondiscrimination. Grantee will not discriminate against any employee or applicant for employment or services because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital status or status with regard to public assistance. F. Termination. Either Party may terminate this Agreement for cause by providing written notice to the other of the basis of termination. The defaulting Party shall have five (S) days to cure the deficiency or non-compliance. If the deficiency or non-compliance is not cured within this time period, the other Party shall terminate this Agreement for cause. In addition to termination of this Agreement and/or any other remedies as provided by law, City may declare Grantee ineligible for any further participation in City grant programming. l. Termination for convenience. City may terminate this Agreement by, at least thirty(30) days before the effective date of such termination, giving written notice to Grantee of such termination and specifying the effective date thereof. 2. Termination for cause. Termination of this Agreement, in whole or in part, may occur for cause, which shall include, but shall not be limited to, the following: a. Failure to comply with any provision of this Agreement, the MSBG Rules, or any rule, MSBG GRANTEE AGREEMENT PAGE 3 Page 382 Item#16. regulation, statute, executive order, or U.S. Treasury, State, or City guideline, policy or directive as may become applicable at any time; b. Failure to fulfill in a timely and proper manner its obligations under this Agreement; c. Improper use of funds provided under this Agreement; or d. Submission of receipts, reports, or documents that are incorrect or incomplete in any material respect. 3. Void if funds not available. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City, this Agreement shall be void, and City shall have no obligation to Grantee, whether under this Agreement or under any legal or equitable claim. G. Repayment. In the event of termination for cause attributable to Grantee's acts or omissions, Grantee shall, within fourteen (14) days of City's demand, reimburse City for all MSBG funds disbursed. H. Assignment. Grantee shall not assign or transfer any interest in this agreement without prior written consent of City. I. Non-waiver. Failure of either party to promptly enforce the strict performance of any term of this Agreement shall not constitute a waiver or relinquishment of any party's right to thereafter enforce such term, and any right or remedy hereunder may be asserted at any time, notwithstanding delay in enforcement. J. Compliance with law. Throughout the course of this Agreement, Grantee shall comply with any and all applicable federal, state, and local laws. K. Exhibits. All exhibits to this Agreement are incorporated by reference and made a part of hereof as if the exhibits were set forth in their entirety herein. L. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral or written, whether previous to the execution hereof or contemporaneous herewith. The parties hereto may amend this Agreement at any time provided that such amendments are executed in writing, approved by City's governing body, and signed by a duly authorized representative of each party. IN WITNESS WHEREOF, the parties shall cause this Agreement to be executed by their duly authorized officers to be effective as of the day and year first above written. GRANTEE: Bowden Properties LLC DBA Roaring Springs Water Park . �?L t . lu — Patrick Morandi, CEO CITY: City of Meridian Attest: By: Robert E. Simison, Mayor Chris Johnson, City Clerk MSBG GRANTEC AGRL£MENT PAGE 4 Page 383 Item#16. EXHIBIT A: APPROVED EXPENSES Eligible Expense Amount CMYK $28.00 CMYK $38.16 Gem State $364.75 Gem State $160.10 Gem State $169.71 Gem State $87.34 Gem State $24.53 Gem State $444.61 Gem State $106.75 Gem State $3,977.54 Gem State $67.10 Gem State $174.68 Gem State $741.01 Gem State $147.72 Gem State $106.75 Gem State $106.75 Gem State $212.14 Gem State $213.51 Gem State $278.58 Gem State $40.03 Gem State $40.03 Gem State $200.13 Gem State $71.53 Gem State $120.08 Gem State $160.10 Gem State $80.05 Gem State $40.03 Gem State $286.14 Gem State $160.10 Gem State $71.53 Gem State $120.08 Gem State $120.08 Premier Pharmaceuticals $2,898.00 $11,857.64 $10,000.00 MSBG GRANTEE AGREEMENT PAGE 5 Page 384 Item#16. AGREEMENT BETWEEN CITY OF MERIDIAN AND FINA BEAUTY NAILS& CO LLC FOR IDAIIO REBOUNDS--MUNICIPAL SMALL BUSINESS GRANT FUNDS This Agreement is entered into this day of W& , 2020 by and between the City ofMerWan, a municipal corporation organized under the laws of the:state of Idaho("City")and Fina Beauty Nails&Co,a Limited Liability Company organized under the laws of the state of Idaho (`'Grantee"). WHEREAS,having received federal financial assistance, as such term is defined in 2 CFR § 200A0, from the Coronavirus Relief Fund, designated within Title V,section 5001 of the Coronavirus Aid,Relief,and Economic Security Act, P.L. 116-136, 42 U.S.C. § 601 et seq. (the"CARES Act"),the State of Idaho(°`State")created the Idaho Rebounds— Municipal Small Business Grant ("MSBG") program to help local businesses and organizations affected by COVID-19 pandemic, enabling cities and counties to provide aid within their community, including by the provision of economic support to those suffering from employment or business interruptions due to COVID-19-related business closures or limitations;and WHEREAS,pursuant to the State's approval ofMeridian's MSBG program on September 11, 2020, City seeks to disburse MSBG funds to Meridian small businesses for the reimbursement of expenses incurred due to the COVID-19 pandemic, as set forth in Title V,section 5001 of the CARES Act; Idaho Governor's Executive Order Nas.2020-07, 2020-08,and 2020-08A; U.S. Treasury's Coronavirus Relief Fund Guidance for State,Territorial, Local, and Tribal Governments(Dated June 30,2020); Idaho Rebounds—Municipal Small Business Grant Program Description and Guidance;and the City's MSBG program guidelines(collectively, ',,MSBG Rules");and WHEREAS, Grantee submitted to City a complete application for MSBG funds, including all related materials;and City and Grantee wish to enter into a cooperative agreement for the investment of MSBG funds for the purposes described therein; and WHEREAS, it is acknowledged by the Parties that although the State has approved the Meridian MSBG program and has generally committed the funds as set forth in this Agreement for such purpose,availability of these funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City, and that City's obligation to provide funding to Grantee under this Agreement is provisional,pending the approval and release of such funds to City; NOW,THEREFORE, in consideration of the mutual covenants of the parties, the Parties agree as follows: 1. STATEMENT OF WORK A. Activities. Grantee shall use City's MSBG funds in an amount not to exceed ten thousand dollars (S 10,000)for the approved expenses, as set forth in Exhibit A. Grantee stroll utilize MSBG funds granted hereunder in a manner consistent with this Agreement, the MSBG Rules. B. Current eligibility.Grantee certifies that Grantee is eligible to receive MSBG funds, and that Grantee meets each of the following criteria: MSBG GR►mrEEAGIIamENT PAGE t Page 385 Item#16. Grantee has SIX] or fewer employees. 2. Grantee is a business operating in the City of Meridian, Idaho city limits. 3. Grantee has an official EIN, 4. Grantee is an Idaho domiciled business. 5. Grantee incurred and paid the expenses for which the MSBG funds are awarded. 5. Grantee has incurred expense caused by COVID-19 related incidents,decisions,or qualified business interruption(e.g., local closure orders, need for personal protective equipment, social distancing requirements, increased costs,disrupted supply network, etc.). 7. The expenses for which the MSBG funds are awarded were incurred between June 20,2020 and December 30,2020. S. Grantee has not received funds for the expenses for which the MSBG funds arc awarded from other COVID-19 grant programs. 9. Grantee does not exist for the purpose of advancing partisan political activities or the business does not directly lobby federal or state officials,defined as having had a registered lobbyist at any point during 2020. 10. Grantee is compliant in all respects with all COVID-19 related orders, laws, ordinances, and regulations. C. Ongoing eligibility; duplication of benefits. Grantee shall notify City immediately if, for any reason,Grantee no longer qualifies for MSBG funds dine to a change in compliance with one or mare of the enumerated eligibility criteria. If Grantee receives or applies for other funding sources for the expenses described in this Agreement,Grantee shall immediately notify the City's Economic Development Administrator. D. Reimbursement Procedures. City shall provide to Grantee the MSBG Funds awarded for the approved expenses,as set forth in Frhibil A, up to ten thousand dollars(S 10,000.00), within thirty (30)days of receipt of the specified funds by City. R Disclosure and retention of records. Grantee acknowledges and understands that records submitted for the purposes of applying for MSBG funds;compliance with the ternns of this Agreement or law;and/or audit by City, State, or federal agency shall he public records subject to disclosure by City and/or State pursuant to such agencies' respective obligations to comply with the Idaho Public Records Act("IPRA"), and may be posted online by the State of Idaho. Insofar as such records are exempt from disclosure under IPRA or other provision of law,City shall make reasonable efforts to avoid and/or prevent their disclosure. Grantee shall retain all records pertinent to the expenditures incurred under this Agreement for a period of five (5)years after completion of all activities funded under this Agreement.The name of the business and the amount of grant funds received will be identified on the transparent.idaho.gov website and on the City of Meridian's Economic Development webpage, and may be disclosed upon request in accordance with the Idaho Public Records Act. If. GENERAL CONDITIONS A. Contingent on funding. It is acknowledged by the Parties that although the State has approved the Meridian MSBG program and the State has generally committed the funds as set forth in this Agreement for such purpose, availability of MSBG funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City. Unless and until the State approves Grantee's application and releases the funds to City, City shall have no MSBG GaANrEE AGREE lENr PAGE 2 Page 386 Item#16. contractual, legal, or equitable obligation to Grantee, whether under this Agreement or by any other legal or equitable claim. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City, this Agreement shall be void, and City shall have no obligation to Grantee, whether under this Agreement or under any legal or equitable claim. . , B. Notices. All notices required to be given by either of the parties hereto shall be in writing and be deemed communicated when personally served, or mailed in the United States mail, addressed as follows: I[to City: If to Grantee: City of Meridian Fina Beauty Nails&Co LLC Attu: Economic Development Administrator ATTN: Elma Dranic, Owner 33 E. Broadway Avenue 2020 E Overland Rd#1 l5 Meridian, Idaho 83642 Meridian, ID 83642 Either party may change its authorized representative and/or address for the purpose of this paragraph by giving written notice of such change to the other party in the manner herein provided. C. Indemnity. Grantee,and each and all of its employees, agents, contractors,officials,officers, servants, guests,and/or invitees shall hold harmless,defend and indemnify City from and for all losses, claims, actions,liabilities, and/or judgments for:damages or injury to persons or property and/or losses and expenses caused or incurred by Grantee and/or its employees, agents,contractors, officials,officers, servants,guests, and/or invitees; and other costs,including litigation costs and attorneys' fees, arising out of, resulting from,or in connection with the performance of this Agreement and not caused by or arising out of the tortious conduct of City or any employee, contractor,or agent thereof. Grantee acknowledges that participation in this program carries risks, some of which may be unknown,and does agree to assume all such known or unknown risks. D. Uniform compliance requirements. Grantee shall comply with applicable uniform administrative requirements, cost principles, and audit requirements for federal awards, as described in 2 CFR §§ 200 et. seq. E. Nondiscrimination. Grantee will not discriminate against any employee or applicant for employment or services because of race, color,creed,religion, ancestry,national origin, sex, disability or other handicap,age, marital status or status with regard to public assistance. F. Termination. Either Party may terminate this Agreement for cause by providing written notice to the other of the basis of termination. The defaulting Party shall have five(5) days to cure the deficiency or non-compliance. If the deficiency or non-compliance is not cured within this time period,the other Party shall terminate this Agreement for cause. In addition to termination of this Agreement and/or any other remedies as provided by law, City may declare Grantee imligible for any further participation. in City grant programming, 1. Termination for convenience. City may terminate this Agreement by,at least thirty(30) days before the effective date of such termination,giving written notice to Grantee of such ternrtination and specifying the effective date thereof. 2. Termination for cause. Termination of this Agreement, in whole or in part, may occur for cause,which shall include,but shall not be limited to,the following: a. Failure to comply with any provision of this Agreement, the MSBG Rules,or any rule, regulation, statute, executive order,or U.S. Treasury, State, or City guideline,policy or MSBG GCE AGRumENC PA OE 3 Page 387 Item#16. directive as may become applicable at any time; b. Failure to ful£'ilI in a timely and proper manner its obligations under this Agreement; c. Improper use of funds provided under this Agreement; or d. Submission of receipts, reports,or documents that are incorrect or incomplete in any material respect. 3. Void if funds not available. to the event that MSBG funds for the purposes set forth in this Agreement are not made available to City, this Agreement shall be void,and City shall have no obligation to Grantee, whether under this Agreement or under any legal or equitable claim. G. Repayment. In the event of termination for cause attributable to Grantee's acts or omissions, Grantee shall, within fourteen(14)days of City's demand, reimburse City for all MSBG finds disbursed. H. Assignment. Grantee shall not assign or Uwafer any interest in this agreement without prior written consent of City. 1. Non-waiver. Failure of either party to promptly enforce the strict performance of any term of this Agreement shall not constitute a waiver or relinquishment of any party's right to thereafter enforce such term, and any right or remedy hereunder may be asserted at any time, notwithstanding delay in enforcement- J. Compliance with law. Throughout the course of this Agreement, Grantee shall comply with any and all applicable federal state, and local laws. K Exhibits. All exhibits to this Agreement are incorporated by reference and made a part of hereof as if the exhibits were set forth in their entirety herein. L. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral or written., whether previous to the execution hereof or contemporaneous herewith. The parties hereto may amend this Agreement at any time provided that such amendments are executed in writing, approved by City's governing body,and signed by a duly authorized representative of each parry. IN WITNESS WHEREOF, the parties shall cause this Agreement to be executed by their duly authorized officers to be effective as of the day and year first above written. GRANTEE: Finn Beauty Nails&Ca LL.0 c, Owner CITY: City of Meridian Attest: By. Robert E. Simison, Mayor Chris Johnson, City Clerk MSBG GRAmw AGREEmEw PAGE 4 Page 388 Item#16. F"IB1T A: APPROVED EXPENSES Eligible Expense Amount Rent-June 911.28 Rent-J uty 2462.91 Rent-August 2462-91 Rent-September 2462.91 Rent-October 2462.91 Totai Eligible Expenses 10,752.92 Approved Amount 10,000.00 N513G GRANM AGREEMWi PAGE 5 Page 389 Item#16. AGREEMENT BETWEEN CITY OF MERIDIAN AND HOMESTEAD BAR AND GRILL LLC FOR IDAHO REBOUNDS-MUNICIPAL SMALL BUSINESS GRANT FUNDS This Agreement is erterrd Into this 1�1 day of iQV 2020 by and between the City of Meridian, a munictpal corporation organized under the laws of the state of Idaho("City")and Homestead Bar and Grill LLC, a Limited 1.€ability Corporation organized under the laws of the state of Idaho("Granee"). WHEREAS, having received federal financial assisiance. as such term is drfined in 2 CFR 200 40, from the Corunavin{s Relief Fund,designated within Title V, section 5001 of the Cornnavirus Aid, Relief, and Economic Security Act. RL 116.136.42 U,S C. §60I e►seq(the"CARES Art"),the State of Idaho("State")created the Idaho Rebounds-Municipal Small Business Grant ("MSB(I") program to help local businesses and orgmitalions affected by COVID-19 pandemic, enabling cities and counties to provide aid within their community, including by the provislon of economic support to (Prose suffering from employment or business intemtpcions due to COVID-19-related business closures or limitations;and WHEREAS, pursuant to the Stale's approval of Meridian's MSBG program on September 11, 2020, City seeks to disburse MSBG funds to Meridian small businesses for the reimbursement of expenses incurred due to the COVID 19 pandemic,as set forth in Title V.section 5001 of the CARES Act. Idaho Governor's Execuiive Order Nos.2020-07,20ZO.08.and 2020.08A; U.S. Treasury's Coronavinis Relief Fund Guidance for State,Territorial, Local,and Tribal Governments (Daded June 30, 2020): Idaho rebounds-Municipal Small Business Grant Program Description and Guidance; and the City's MSAG program guidelines(collectively,"MSBG Rules");and WHEREAS,Grantee submitted to City a complete application for MSBG funds, including all related materials:and City and Grantee wish to enter into a cooperative agreement for the invest writ of MSBG Funds for the purposes described therein. and WHEREAS,it is acknowledged by the Parties that although the Slate has approved the Meridian MSBG program and has generally committed the Funds as set forth in this Agreement for such purpose,availability of these funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application arxi release of such funds to City, and that City's obligation to provide funding to Grantee under this Agreement I%provisional. penxling tlx:approval and release of such funds to City- NOW,THEREFORE, in consideration of the mutual covenants of the parties,the Partles agree as follows: I. STATEMENT OF WORK A. Activities Grantee shall use City's MSBG funds In an amount not to exceed ten thousand dollars (i10,000), for the approved expenses,asset forth In Exhihrf A Grantee shall utilize MSBG fiends granted hereunder in a manner consistenl with this Agreement,the MSBG Rules- B. Current eligibility-Grantee certifies that Grantee is eligible to receive MSBG Funds, and that Grantee meets each of the follow€ng criteria-- MSBG GRAVM AcR>= NUNT PAGr 1 Page 390 Item#16. 1. Grantee has 500 or fewer erTloyees ?. Grantee is a business operating in tlx:City of Meridian, ldalx3 city limits 3. Grantee has an official FIN. 4. Grantee is an Idaho-domiciled buslnew. 5. Grantee incurred and paid the expenses for which the MSBG furls are awarded. 6. Grantee has incurred expense caused by CGVID-19 related incidents, decisions, or rlualifled business interruption(e g., local closure orders, need for personal protective equipment.social distancing requiremerts. inetrased costs,disrupted supply network,etc.) T. The expenses for which the MSBG funds arc awarded were interred between June 20. 2020 and December 30. 2020 8. Grantee has not received funds for the expenses for which the MSBG funds are awarded from other CGVID-19 grant programs. 9. Grantee does not exist for the purpose of advancing partisan political activities ar the business does not directly lobby federal or state officials,defined as having had a registered lobbyist at any point during 2020 10.Grantee is compliant in all respects with all CGVID-19 related orders,laws- ordinances, and regulat ions. G. Ongoing eligibilily. duplication of>xne#its. Grantee shall notify City immediately if. for any reason. Grantee no langer qualifies for MSBG funds due 10 a Change in compliance with one or more of the enumerated eligibility criteria. If Grantee receives or applies for other funding sources for the expenses described in this Agreement. Grantee shall immediately notify the City's Economic Development Administrator D. Reimburse Proerdures. City shall provide to Grantee the MSBG funds awarded for the approved expenses,as set forth in Exhibit A, up to ten thousand dollars(S 10,000.00),whidn thirty (30)days of receipt of the specified funds by City. & Disclosure and retention of records. Grantee acknowledges and understands that records submitted for the purposes of applying for MS13G funds;compliance with the terms or this Agreement or law:and/or audit by City, State,or federal agency shall be public records subject to disclosure by City and/or State pursuant to such agencies'respective obligations to comply with the Idaho Public Records Act("IPRA"), and may be posted online by the State of Idaho. Insofar as such records are exempt from disclosure under IPRA or other provision of law. Clty shall make reasonable efforts to avoid and/or prevent their disclosure. Grantee shall retain all records pertinent to the expendRure-s incurred under this Agreement for a period of five(5) years after completion of all activities funded under this Agreement. The name of the buslrx%,%and the amount of grant funds received will be identified on the transparent.Idaho.gov weebsite and on the City of Meridian's Economic Developnnennt webpage.and may be disclosed upon request In accordance with the Idaho Public Records Act 1I. GENERAL CONDITIONS A. Contingent on funding. It is acknowledged by the Parties that although the State has approved the Meridian MSBG program and the State has generally committed the funds as set forth in this Agreement for such purpose, availability of MSBG funds to City,and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City Unless and until the State approves Grantee's appIiralion and releases the Funds to City,City shall have no M!5BG GRANM A.RrFW_N1 P-%c.t-2 Page 391 Item#16. contractual, legal,or equitable obligation to Gratil".whether under this Agreement or by any other legal or ecluliable claim. In the event that MS13G funds for the purposes set forth in this Agrrenw°nt are riot made available to City,this Agreement shaII he voki, and C Ry shall have no obligation to Grantee.whether under this Agreement or under any legal or equitable claim. B. Nutieea. All notices required to be given by either of the parties hereto shall be in writing and be deem cotmn cmicated when pemnally served.or[mailed in ih United States mail,addressed as follows. If to City: If to Granter: City of Meridian Homestead hear and Grill LLC Attn: Economic Development Adrninistralor ATTN-. 7arhary Kiebel,Owner 33 E. Broadway Avenue 1675 W Raidesnake CT Meridian, Idaho 83642 Meridian. ID 83646.5436 Either party may change its authorized representative and/or address for the purpose of this paragraph by giving written notice of such change to the other party in the manner hem in provided. C. Indemnity. Grantee, and each and all of its employees, agents, contractors,officials,officers, servants,guests,and/or invitees shall hohd harmless, defend and indemnify City from and for all losses,claimm actiurt_S. liabilities,and/or judgrne.nis for• damages or Injury to persons or property and/or losses arrd expenses caused or incurred by Gramee and/or its employees.agents,contractors, ❑ff clals. officers, se•r+ants, guests,and/or invitees; and other cons, Including€itigat€on costs and attorneys' fees,arising out of,resuhirig horn,or in connection with the performance of this Agreement and rx)t caused by or arising out of the tortious conduct of C Ity or any employee, contractor,or agent thereof. Grantee acknowledges that participation In this program carries risks. some of which may be unknown, and does agree to assume all such known or unkrx)wn risks D. Uniform enmptiance requiremenm Grantee shall comply with applicable uniform administrative requirements, cost principles, and audit requirements for federal awards, as described in 2 CFR � 200 er. ". E. Nondiscrimination. Grantee will not discriminate againm any employee or applicant for erripinyment or services because of race, color.creed,religion, ancestry, nalionai origin,sex, disability or other handicap.age, marital status or status with regard to public assistance. F. Terminatiom Either Party may terminrale this Agreement for cause by providing written notice to the other of the basis of terminatkin. The defaulting Party shall have five (5)days to cure the deficiency or non-compliance. If the deficiency or non-compliance is not cured within this time peripd, the other Party sha11 terminate- this Agreement for cause. In addition to termination of this Agreetrwnt and/or any other rernedies as provided by law, City may dmiare Grantee ineligible for any Further participat ion In City grant programming 1. Termination for convenjenee. City may terminate this Agreement by, at least thirty (30) days befon°nhe effective date of such termination,giving written notice to Granter of such te,,t I cation and specifying the effective date thereof 2. Termination for cause. Termination of this Agreement, in whole or in part, may occur for cause, which shall include, but shall not he limited to, the fullowing- a. Failure to cornpfy with any provision cif this Agrectrnnt,the MSBG Rules, or any ntle, regulation. statute,executive order,or U.S.Treasury,State,or City guidefine, policy or MSBG GRAArrrr-:Ac.nttr-&nt%T PAc.F 3 Page 392 Item#16. directive as rrwy become applicable at any timr b. Failure to fulfill in a timely and proper inanner its obligations under this Agreement; c improper use of funds provided under this Agreement,or d. Submission of receipts, reports,or documents that are incorrect or incomplete in any rnaterial respect 3. Void if funds not available. In the event that MSBG funds for the purposes set faith in this Agreernent arr not made available to City, $his Agreement shail be void, and City shall have rro obligation to Grantee. whether under this Agreement or under any legal or equitable claim. G. Repayment. In the event of termination for cause attribttt hie to Grantee's acts or omissions, Grantee shall, within fourteen(14)days of'Chy's demand, reimburse City for all MSSG funds disbursed il. Assigrinvent. Grantee shall not assign or transfer any interest in this agreement without prior written consent of City L Non-waiver. Failure of either}warty to promptly enforce the strict performance of any term of this Agreement shall not constitute a waiver or relinquislrtrient of any party's right to thereafizr enforce such terra,and any right or rermdy hereunder may he asserted at any Iirne, notwithstanding delay in enforrernent J. Compliance with law. Throughout the course of this Agreement, Grantee shall comply with any and all applicable federal. state,and local laws K. F-ddbits. All exhibits to this Agreement are incorporated by reference and made a part of hereof as if the exhibits were set forth in their entirety herein. L. Entire Agreement. This Agreement contains the erxire agreement of the parties and supersedes any and all other agreements or understandings, oral or written, whether previous to the execution hereof or contemporaneous herewith The parties hereto may arne.nd this Agreement at any time provided that such amentlments are executed in writing, approved by City's governing body,and signed by a duly authorized representative of each party IN WITNESS WHEREOF,the parties shall cause this Agreement to be executed by their duly authorized officers to be effective as of the day and year first above written. GRANTEE: Homestead Bar a G - C zaw Liebe#, Owner /Cf ry: City of Meridian Attest: By: Robert E. Simison. Mayor Chris Johnson. City Clerk W SBG Gi vmx AGurFUFM PAU 4 Page 393 Item#16. FXHIBIT A. APPROVED EXPENSES Eligible Expense Amount Rent•July 5971.00 Rent•Aqust J 5971,00 Total EIkgiWe Expenses I I I,942.00 Approved Amount I0,wo 00 MSBG GRA%m,r.AGRF.F11LEN PAC l Page 394 Item#16. AGREEMENT BETWEEN CITY OF MERIDIAN AND K&L AFFAIRS LLC DBA F45 TRAINING MERIDIAN WEST FOR IDAHO REBOUNDS — MUNICIPAL SMALL BUSINESS GRANT FUNDS This Agreement is entered into this 1st day of December, 2020 by and between the City of Meridian, a municipal corporation organized under the laws of the state of Idaho ("City") and K&L Affairs LLC DBA F45 Training Meridian West, a Limited Liability Corporation organized under the laws of the state of Idaho ("Grantee"). WHEREAS, having received federal financial assistance, as such term is defined in 2 CFR § 200.40, from the Coronavirus Relief Fund, designated within Title V, section 5001 of the Coronavirus Aid, Relief, and Economic Security Act, P.L. 116-136, 42 U.S.C. § 601 et seq. (the "CARES Act"), the State of Idaho ("State") created the Idaho Rebounds—Municipal Small Business Grant ("MSBG") program to help local businesses and organizations affected by COVID-19 pandemic, enabling cities and counties to provide aid within their community, including by the provision of economic support to those suffering from employment or business interruptions due to COVID-19-related business closures or limitations; and WHEREAS,pursuant to the State's approval of Meridian's MSBG program on September 11, 2020, City seeks to disburse MSBG funds to Meridian small businesses for the reimbursement of expenses incurred due to the COVID-19 pandemic, as set forth in Title V, section 5001 of the CARES Act; Idaho Governor's Executive Order Nos. 2020-07, 2020-08, and 2020-08A; U.S. Treasury's Coronavirus Relief Fund Guidance for State, Territorial, Local, and Tribal Governments (Dated June 30, 2020); Idaho Rebounds—Municipal Small Business Grant Program Description and Guidance; and the City's MSBG program guidelines (collectively, "MSBG Rules"); and WHEREAS, Grantee submitted to City a complete application for MSBG funds, including all related materials; and City and Grantee wish to enter into a cooperative agreement for the investment of MSBG funds for the purposes described therein; and WHEREAS, it is acknowledged by the Parties that although the State has approved the Meridian MSBG program and has generally committed the funds as set forth in this Agreement for such purpose, availability of these funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City, and that City's obligation to provide funding to Grantee under this Agreement is provisional, pending the approval and release of such funds to City; NOW, THEREFORE, in consideration of the mutual covenants of the parties, the Parties agree as follows: I. STATEMENT OF WORK A. Activities. Grantee shall use City's MSBG funds in an amount not to exceed ten thousand dollars ($10,000), for the approved expenses, as set forth in Exhibit A. Grantee shall utilize MSBG funds granted hereunder in a manner consistent with this Agreement, the MSBG Rules. B. Current eligibility. Grantee certifies that Grantee is eligible to receive MSBG funds, and that Grantee meets each of the following criteria: MSBG GRANTEE AGREEMENT PAGE 1 page 395 Item#16. 1. Grantee has 500 or fewer employees. 2. Grantee is a business operating in the City of Meridian, Idaho city limits. 3. Grantee has an official EIN. 4. Grantee is an Idaho-domiciled business. 5. Grantee incurred and paid the expenses for which the MSBG funds are awarded. 6. Grantee has incurred expense caused by COVID-19 related incidents, decisions, or qualified business interruption (e.g., local closure orders, need for personal protective equipment, social distancing requirements, increased costs, disrupted supply network, etc.). 7. The expenses for which the MSBG funds are awarded were incurred between June 20, 2020 and December 30, 2020. 8. Grantee has not received funds for the expenses for which the MSBG funds are awarded from other COVID-19 grant programs. 9. Grantee does not exist for the purpose of advancing partisan political activities or the business does not directly lobby federal or state officials, defined as having had a registered lobbyist at any point during 2020. 10. Grantee is compliant in all respects with all COVID-19 related orders, laws, ordinances, and regulations. C. Ongoing eligibility; duplication of benefits. Grantee shall notify City immediately if, for any reason, Grantee no longer qualifies for MSBG funds due to a change in compliance with one or more of the enumerated eligibility criteria. If Grantee receives or applies for other funding sources for the expenses described in this Agreement, Grantee shall immediately notify the City's Economic Development Administrator. D. Reimbursement Procedures. City shall provide to Grantee the MSBG funds awarded for the approved expenses, as set forth in Exhibit A, up to ten thousand dollars ($10,000.00), within thirty (30) days of receipt of the specified funds by City. E. Disclosure and retention of records. Grantee acknowledges and understands that records submitted for the purposes of applying for MSBG funds; compliance with the terms of this Agreement or law; and/or audit by City, State, or federal agency shall be public records subject to disclosure by City and/or State pursuant to such agencies' respective obligations to comply with the Idaho Public Records Act ("IPRA"), and may be posted online by the State of Idaho. Insofar as such records are exempt from disclosure under IPRA or other provision of law, City shall make reasonable efforts to avoid and/or prevent their disclosure. Grantee shall retain all records pertinent to the expenditures incurred under this Agreement for a period of five (5) years after completion of all activities funded under this Agreement. The name of the business and the amount of grant funds received will be identified on the transparent.idaho.gov website and on the City of Meridian's Economic Development webpage, and may be disclosed upon request in accordance with the Idaho Public Records Act. II. GENERAL CONDITIONS A. Contingent on funding. It is acknowledged by the Parties that although the State has approved the Meridian MSBG program and the State has generally committed the funds as set forth in this Agreement for such purpose, availability of MSBG funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City. Unless and until the State approves Grantee's application and releases the funds to City, City shall have no MSBG GRANTEE AGREEMENT PAGE 2 page 396 Item#16. contractual, legal, or equitable obligation to Grantee, whether under this Agreement or by any other legal or equitable claim. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City, this Agreement shall be void, and City shall have no obligation to Grantee, whether under this Agreement or under any legal or equitable claim. B. Notices. All notices required to be given by either of the parties hereto shall be in writing and be deemed communicated when personally served, or mailed in the United States mail, addressed as follows: If to City: If to Grantee: City of Meridian K&L Affairs LLC DBA F45 Training Meridian Attn: Economic Development Administrator West 33 E. Broadway Avenue ATTN: Lindsay Winder, Owner/Manager Meridian, Idaho 83642 958 N Lionbridge PI Eagle, ID 83616 Either party may change its authorized representative and/or address for the purpose of this paragraph by giving written notice of such change to the other party in the manner herein provided. C. Indemnity. Grantee, and each and all of its employees, agents, contractors, officials, officers, servants, guests, and/or invitees shall hold harmless, defend and indemnify City from and for all losses, claims, actions, liabilities, and/or judgments for: damages or injury to persons or property and/or losses and expenses caused or incurred by Grantee and/or its employees, agents, contractors, officials, officers, servants, guests, and/or invitees; and other costs, including litigation costs and attorneys' fees, arising out of, resulting from, or in connection with the performance of this Agreement and not caused by or arising out of the tortious conduct of City or any employee, contractor, or agent thereof. Grantee acknowledges that participation in this program carries risks, some of which may be unknown, and does agree to assume all such known or unknown risks. D. Uniform compliance requirements. Grantee shall comply with applicable uniform administrative requirements, cost principles, and audit requirements for federal awards, as described in 2 CFR §§ 200 et. seq. E. Nondiscrimination. Grantee will not discriminate against any employee or applicant for employment or services because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital status or status with regard to public assistance. F. Termination. Either Party may terminate this Agreement for cause by providing written notice to the other of the basis of termination. The defaulting Party shall have five (5) days to cure the deficiency or non-compliance. If the deficiency or non-compliance is not cured within this time period, the other Party shall terminate this Agreement for cause. In addition to termination of this Agreement and/or any other remedies as provided by law, City may declare Grantee ineligible for any further participation in City grant programming. 1. Termination for convenience. City may terminate this Agreement by, at least thirty(30) days before the effective date of such termination, giving written notice to Grantee of such termination and specifying the effective date thereof. 2. Termination for cause. Termination of this Agreement, in whole or in part, may occur for cause, which shall include, but shall not be limited to, the following: a. Failure to comply with any provision of this Agreement, the MSBG Rules, or any rule, MSBG GRANTEE AGREEMENT PAGE 3 page 397 Item#16. regulation, statute, executive order,or U.S. Trcasury, State, or City guideline, policy or directive as may become applicable at any time; b. Failure to fulfill in a timely and proper manner its obligations under this.Agreement; c. Improper use of funds provided under this Agreement; or d. Submission of receipts, reports,or documents that are incorrect or incomplete in any material respect. 3. Void if hands not available. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City,this Agreement shall be void,and City shall have no obligation to Grantee,whether under this Agreement or under any legal or equitable claim. G. Repayment. In the event of termination for cause attributable to Grantee's acts or omissions, Grantee shall, within fourteen(14) days ofCity's demand, reimburse City Eor all MSBG funds disbursed. H. Assignment. Grantee shall not assign or transfer any interest in this agreement without prior written consent of City. 1. Nora-waiver. Failure of either party to promptly enforce the strict performance of any term of this Agreement shall not constitute awaiver or relinquishment of any party's right to thereafter enforce such term,and any right or remedy hereunder may be asserted at any time,notwithstanding delay in enforcement. J. Compliance with law_ Throughout the course of this Agreement, Grantee shall comply with any and all applicable federal, state, and local laws- K. Exhibits. All exhibits to this Agreement are incorporated by reference and made a part of hereof as if the exhibits were set forth in their entirety herein. L. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral or written,whether previous to the execution hereof or contemporaneous herewith. The parties hereto may amend this Agreement at any time provided that such amendments are executed in writing, approved by City's governing body, and signed by a duly authorized representative of each party. IN W]rTNESS WHEREOF,the parties shall cause this Agreement to be executed by their duty authorized officers to be effective as of the day and year first above written. GRANTEE: IC Affairs LLC F45 Training]Meridian West AAA I&I { L y Vfin j C"erlMa.nager CITY: City of Meridian Attest: By:Robert E. Simison, Mayor Chris Johnson,City Clerk MSBG GRANTEE MREEMENT P.AGF 4 Page 398 Item#16. EXHIBIT A: APPROVED EXPENSES Eligible Expense Amount Rent-July 6646.39 Rent-August 6646.39 Total Eligible Expenses 13,292.78 Approved Amount 10,000.00 MSBG GRANTEE AGREEMENT PAGE 5 page 399 Item#16. AGREEMENT BETWEEN CITY OF MERIDIAN AND LARSON ENTERPRISES LLC FOR IDAHO REBOUNDS—MUNICIPAL SMALL BUSINESS GRANT FUNDS This Agreement is entered into this 1 St day of December, 2020 by and between the City of Meridian, a municipal corporation organized under the laws of the state of Idaho ("City") and Larson Enterprises LLC, a Limited Liability Company organized under the laws of the state of Idaho ("Grantee"). WHEREAS, having received federal financial assistance, as such term is defined in 2 CFR § 200.40, from the Coronavirus Relief Fund, designated within Title V, section 5001 of the Coronavirus Aid, Relief, and Economic Security Act, P.L. 116-136, 42 U.S.C. § 601 et seq. (the "CARES Act"), the State of Idaho ("State") created the Idaho Rebounds—Municipal Small Business Grant ("MSBG") program to help local businesses and organizations affected by COVID-19 pandemic, enabling cities and counties to provide aid within their community, including by the provision of economic support to those suffering from employment or business interruptions due to COVID-19-related business closures or limitations; and WHEREAS,pursuant to the State's approval of Meridian's MSBG program on September 11, 2020, City seeks to disburse MSBG funds to Meridian small businesses for the reimbursement of expenses incurred due to the COVID-19 pandemic, as set forth in Title V, section 5001 of the CARES Act; Idaho Governor's Executive Order Nos. 2020-07, 2020-08, and 2020-08A; U.S. Treasury's Coronavirus Relief Fund Guidance for State, Territorial, Local, and Tribal Governments (Dated June 30, 2020); Idaho Rebounds—Municipal Small Business Grant Program Description and Guidance; and the City's MSBG program guidelines (collectively, "MSBG Rules"); and WHEREAS, Grantee submitted to City a complete application for MSBG funds, including all related materials; and City and Grantee wish to enter into a cooperative agreement for the investment of MSBG funds for the purposes described therein; and WHEREAS, it is acknowledged by the Parties that although the State has approved the Meridian MSBG program and has generally committed the funds as set forth in this Agreement for such purpose, availability of these funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City, and that City's obligation to provide funding to Grantee under this Agreement is provisional, pending the approval and release of such funds to City; NOW, THEREFORE, in consideration of the mutual covenants of the parties, the Parties agree as follows: I. STATEMENT OF WORK A. Activities. Grantee shall use City's MSBG funds in an amount not to exceed ten thousand dollars ($10,000), for the approved expenses, as set forth in Exhibit A. Grantee shall utilize MSBG funds granted hereunder in a manner consistent with this Agreement, the MSBG Rules. B. Current eligibility. Grantee certifies that Grantee is eligible to receive MSBG funds, and that Grantee meets each of the following criteria: MSBG GRANTEE AGREEMENT PAGE 1 page 400 Item#16. 1. Grantee has 500 or fewer employees. 2. Grantee is a business operating in the City of Meridian, Idaho city limits. 3. Grantee has an official EIN. 4. Grantee is an Idaho-domiciled business. 5. Grantee incurred and paid the expenses for which the MSBG funds are awarded. 6. Grantee has incurred expense caused by COVID-19 related incidents, decisions, or qualified business interruption(e.g., local closure orders, need for personal protective equipment, social distancing requirements, increased costs, disrupted supply network, etc.). 7. The expenses for which the MSBG funds are awarded were incurred between June 20, 2020 and December 30, 2020. 8. Grantee has not received funds for the expenses for which the MSBG funds are awarded from other COVID-19 grant programs. 9. Grantee does not exist for the purpose of advancing partisan political activities or the business does not directly lobby federal or state officials, defined as having had a registered lobbyist at any point during 2020. 10. Grantee is compliant in all respects with all COVID-19 related orders, laws, ordinances, and regulations. C. Ongoing eligibility; duplication of benefits. Grantee shall notify City immediately if, for any reason, Grantee no longer qualifies for MSBG funds due to a change in compliance with one or more of the enumerated eligibility criteria. If Grantee receives or applies for other funding sources for the expenses described in this Agreement, Grantee shall immediately notify the City's Economic Development Administrator. D. Reimbursement Procedures. City shall provide to Grantee the MSBG funds awarded for the approved expenses, as set forth in Exhibit A, up to ten thousand dollars ($10,000.00),within thirty (30) days of receipt of the specified funds by City. E. Disclosure and retention of records. Grantee acknowledges and understands that records submitted for the purposes of applying for MSBG funds; compliance with the terms of this Agreement or law; and/or audit by City, State, or federal agency shall be public records subject to disclosure by City and/or State pursuant to such agencies' respective obligations to comply with the Idaho Public Records Act ("IPRA"), and may be posted online by the State of Idaho. Insofar as such records are exempt from disclosure under IPRA or other provision of law, City shall make reasonable efforts to avoid and/or prevent their disclosure. Grantee shall retain all records pertinent to the expenditures incurred under this Agreement for a period of five (5) years after completion of all activities funded under this Agreement. The name of the business and the amount of grant funds received will be identified on the transparent.idaho.gov website and on the City of Meridian's Economic Development webpage, and may be disclosed upon request in accordance with the Idaho Public Records Act. II. GENERAL CONDITIONS A. Contingent on funding. It is acknowledged by the Parties that although the State has approved the Meridian MSBG program and the State has generally committed the funds as set forth in this Agreement for such purpose, availability of MSBG funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City. Unless and until the State approves Grantee's application and releases the funds to City, City shall have no MSBG GRANTEE AGREEMENT PAGE 2 page 401 Item#16. contractual, legal, or equitable obligation to Grantee, whether under this Agreement or by any other legal or equitable claim. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City, this Agreement shall be void, and City shall have no obligation to Grantee, whether under this Agreement or under any legal or equitable claim. B. Notices. All notices required to be given by either of the parties hereto shall be in writing and be deemed communicated when personally served, or mailed in the United States mail, addressed as follows: If to City: If to Grantee: City of Meridian Larson Enterprises LLC Attn: Economic Development Administrator ATTN: Hunter Larson, Owner 33 E. Broadway Avenue 1300 n penn station lane Meridian, Idaho 83642 meridian, ID 83642 Either party may change its authorized representative and/or address for the purpose of this paragraph by giving written notice of such change to the other party in the manner herein provided. C. Indemnity. Grantee, and each and all of its employees, agents, contractors, officials, officers, servants, guests, and/or invitees shall hold harmless, defend and indemnify City from and for all losses, claims, actions, liabilities, and/or judgments for: damages or injury to persons or property and/or losses and expenses caused or incurred by Grantee and/or its employees, agents, contractors, officials, officers, servants, guests, and/or invitees; and other costs, including litigation costs and attorneys' fees, arising out of, resulting from, or in connection with the performance of this Agreement and not caused by or arising out of the tortious conduct of City or any employee, contractor, or agent thereof. Grantee acknowledges that participation in this program carries risks, some of which may be unknown, and does agree to assume all such known or unknown risks. D. Uniform compliance requirements. Grantee shall comply with applicable uniform administrative requirements, cost principles, and audit requirements for federal awards, as described in 2 CFR §§ 200 et. seq. E. Nondiscrimination. Grantee will not discriminate against any employee or applicant for employment or services because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital status or status with regard to public assistance. F. Termination. Either Party may terminate this Agreement for cause by providing written notice to the other of the basis of termination. The defaulting Party shall have five (5) days to cure the deficiency or non-compliance. If the deficiency or non-compliance is not cured within this time period, the other Party shall terminate this Agreement for cause. In addition to termination of this Agreement and/or any other remedies as provided by law, City may declare Grantee ineligible for any further participation in City grant programming. 1. Termination for convenience. City may terminate this Agreement by, at least thirty(30) days before the effective date of such termination, giving written notice to Grantee of such termination and specifying the effective date thereof. 2. Termination for cause. Termination of this Agreement, in whole or in part, may occur for cause, which shall include, but shall not be limited to, the following: a. Failure to comply with any provision of this Agreement, the MSBG Rules, or any rule, regulation, statute, executive order, or U.S. Treasury, State, or City guideline, policy or MSBG GRANTEE AGREEMENT PAGE 3 page 402 Item#16. directive as may become applicable at any time; b. failure to fulfill in a timely and proper manner its obligations under this Agree c. Improper use of funds provided under this Agreement;or - d. Submission of receipts,reports,or documents that are incorrect or incomplete in any material respect. 3. Void if funds not available. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City,this Agreement shall be void,and City shall have n obligation to Grantee, whether under this Agreement or under any legal or equitable claim, G. Repayment. In the event of termination for cause attributable to Grantee's acts or omissions, Grantee shall,within fourteen(14)days of City's demand, reimburse City for all MSBG funds disbursed. H. Assignment Grantee shall not assign or transfer any interest in this agreement without prior written consent of City, 1. Non-waiver. Failure of either party to promptly enforce the strict performance of any term of this Agreement shall not constitute a waiver or relinquishment of any party's right to thereafter enforce such terms and any right or remedy hereunder may be asserted at any time, notwithstanding delay in enforcement. J. Compliance with law. Throughout the course of this Agreement,Grantee shall comply with any and all applicable federal, state,and local laws. K. Exhibits. All exhibits to this Agreement are incorporated by reference and made a part of hereof as if the exhibits were set forth in their entirety herein_ t e L. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral or written,whether previous to the execution = hereof or contemporaneous herewith. The parties hereto may amend this Agreement at any time provided that such amendments are executed in writing,approved by City's governing body,and signed by a duly authorized representative of each party_ IN WITNESS WHEREOF,the parties shall cause this Agreement to be executed by their duly authorized officers to be effective as of the day and year first above written. GRANTEE: l.aISOII En 5e5 Hunter tusk, n r CITY: City of Meridian Attest: By: Robert E. Simison, Mayor Chris Johnson, City Clerk MSBG GRANTEE AGRECMFNi* PAGjE 4 Page 403 Item#16. EXHIBIT A: APPROVED EXPENSES Eligible Expense Amount Rent-August 2613.25 Rent-September 2613.25 Rent-October 2613.25 Rent-November 2716.37 Total Eligible Expenses 10,556.12 Approved Amount 10,000.00 MSBG GRANTEE AGREEMENT PAGE 5 page 405 Item#16. AGREEMENT BETWEEN CITY OF MERIDIAN AND SLD LLC FOR IDAHO REBOUNDS—MUNICIPALff T'SMALL BUSINESS GRAN FUNDS This Agreement is entered into this l r1 1Q�day of A �6e,',,-2020 by and between the City of Meridian, a municipal corporation organized under the laws of the state of Idaho ("City' and SL❑ LLC,a Limited Liability Company organized under the laws of the state of Idaho ("Grantee"). WHEREAS,having received federal financial assistance, as such term is defined in 2 CFR§ 200.40,from the Coronavirus Relief Fund,designated within Title V, section 5001 of the Coronavirus .Aid, Relief,and Economic Security Act, P.L. 116-136,42 U.S.C. § 601 et seq. (the"CARES Act"),the State of Idaho ("State")created the Idaho Rebounds—Municipal Small Business Grant("MSBG") program to help local businesses and organizations affected by COVID-19 pandemic, enabling cities and counties to provide aid within their community, including by the provision of economic support to those suffering from employment or business interruptions due to COVID-19-related business closures or limitations;and WHEREAS,pursuant to the State's approval of Meridian's MSBG program on September 11, 2020, City seeks to disburse MSBG funds to Meridian small businesses for the reimbursement of expenses incurred due to the COVID-19 pandemic, as set forth in Title V, section 5001 of the CARES Act;Idaho Governor's Executive Order Nos.2020-07,2020-08, and 2020-08A;U.S. Treasury's Coronavirus Relief Fund Guidance for State, Territorial, Local, and Tribal Governments (Dated June 30, 2020); Idaho Rebounds—Municipal Small Business Grant Program Description and Guidance;and the City's MSBG program guidelines(collectively,"MSBG Rules");and WHEREAS,Grantee submitted to City a complete application for MSBG funds, including all related materials;and City and Grantee wish to enter into a cooperative agreement for the investment of MSBG funds for the purposes described therein; and WHEREAS, it is acknowledged by the Parties that although the State has approved the Meridian MSBG program and has generally committed the funds as set forth in this Agreement for such purpose,availability of these funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City, and that City's obligation to provide funding to Grantee under this Agreement is provisional,pending the approval and release of such funds to City, NOW,THEREFORE, in consideration of the mutual covenants of the parties, the Parties agree as follows: I. STATEMENT OF WORK A. Activities. Grantee shall use City's MSBG funds in an amount not to exceed ten thousand dollars ($10,000),for the approved expenses, as set forth in Exhibit A. Grantee shall utilize MSBG funds granted hereunder in a manner consistent with this Agreement,the MSBG Rules. B. Current eligibility. Grantee certifies that Grantee is eligible to receive MSBG funds, and that Grantee meets each of the following criteria: 1. Grantee has 500 or fewer employees. 2. Grantee is a business operating in the City of Meridian, Idaho city limits. MSBG GRANTEE AoRtEE.mENT PAGE.t Page 406 Item#16. 3. Grantee has an official E1N. 4. Grantee is an Tdaho-domiciled business. 5. Grantee incurred and paid the expenses for which the MSBG funds are awarded. 6. Grantee has incurred expense caused by CGVID-19 related incidents, decisions, or qualified business interruption(e.g., local closure orders,need for personal protective equipment, social distancing requirements, increased costs,disrupted supply network,etc.). 7. The expenses for which the MSBG funds are awarded were incurred between June 20, 2020 and December 30, 2020. 8. Grantee lags not received funds for the expenses for which the MSBG funds are awarded from other CGVID-1 9 grant programs, 9. Grantee does not exist for the purpose of advancing partisan political activities or the business does not directly lobby fede.ra.l or state officials, defined as having had a registered lobbyist at any point during 2020. 10. Grantee is compliant in all respects with all CGVID-19 related orders,laws, ordinances, and regulations. C. Ongoing eligibility; duplication of benefits. Grantee shall notify City immediately if, for any reason, Grantee no longer qualifies for MSBG funds due to a change in compliance with one or more of the enumerated eligibility criteria. If Grantee receives or applies for other funding sources for the expenses described in this Agreement, Grantee shall immediately notify the City's Economic Development Administrator. D. Reimbursement Procedures. City shall provide to Grantee the MSBG funds awarded for the approved expenses, as set forth.in Exhibit A, up to ten thousand dollars($10,000.00),within thirty (30) days of receipt of the specified fiends by City. E. Disclosure and retention of records. Grantee acknowledges and understands that records submitted for the purposes of applying for MSBG funds;compliance with the terms of this Agreement or law; and/or audit by City, State,or federal agency shall be public records subject to disclosure by City and/or State pursuant to such agencies' respective obligations to comply with the Idaho Public Records Act(`7PRAz7), and may be posted online by the State of Idaho. Insofar as such records are exempt froin disclosure under lPIZA or other provision of law, City shalt make reasonable efforts to avoid and/or prevent their disclosure. Grantee shall retain all records pertinent to the expenditures incurred under this Agreement for a period of five (5) years alter completion of all activities funded under this Agreement. The name of the business and the amount of grant funds received will be identified on the transparent.idaho.gov website and on the City of Meridian's Economic Development webpage, and may be disclosed upon request in accordance with the Idaho Public Records Act. II. GENERAL CONDITIONS A. Contingent on funding.It is acknowledged by the Parties that although the State has approved the Meridian MSBG program and the State has generally committed the funds as set forth in this Agreement for such purpose, availabil ity of MSBG fluids to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City. Unless and until the State approves Grantee's application and releases the funds to City. City shall have no contractual, legal, or equitable obligation to Grantee, whether under this Agreement or by any other legal or equitable claim. In the event that.MSBG funds for the purposes set forth in this Agreement MSBG CCFRANTF.F AGRFFMFNT NA(rli 2 Page 407 Item#16. are not made available to City,this Agreement shall be void,and City shall have no obligation to Grantee, whether under this Agreement or under any legal or equitable claim, 13. Notices. All notices required to be given by either of the parties hereto shall be in.writing and be deemed communicated when personally served, or mailed in the United States mail, addressed as follows: If to City: If to Grantee: City of Meridian SLID LLC Attn: Economic Development Administrator ATTIC: San:Le 33 E.Broadway Avenue 2563 N Bottle Brush Dr Meridian, Idaho 83642 Meridian, ID 83646 Either party may change its authorized representative and/or address for the purpose of this paragraph by giving written notice of such change to the other party in the manner herein provided. C. Indemnity. Grantee, and each and all of its employees, agents, contractors, officials, officers, servants, guests, and/or invitees shall hold harmless,defend and indemnify City-Froze and for all losses,claims, actions, liabilities, and/or judgments for: damages or injury to persons or property and/or losses and expenses caused or incurred by Grantee and/or its employees,agents, contractors, officials, officers. servants, guests,and/or invitees; and other costs, including litigation costs and attorneys' fees, arising out of.. resulting from, or in connection with the performance of this Agreement and not caused by or arising out of the tortious conduct of City or any employee, contractor,or agent thereof. Grantee acknowledges that participation in this program carries risks, some of which may be unknown, and does agree to assume all such known or unknown risks. D. Uniform compliance requirements. Grantee shall comply with applicable uniform administrative requirements, cost principles, and audit requirements for tederal awards, as described in 2 CFR §§ 200 et. seq. E. Nondiscrimination. Grantee will not discriminate against any employee or applicant for employment or services because of race, color, creed,religion, ancestry,national origin, sex, disability or other handicap, age, marital status or status with regard to public assistance. F. Termination. Either Party may terminate this Agreement for cause by providing written notice to the other of the basis of termination. The defaulting Party shall have five (5) days to cure the deficiency or non-compliance. If the deficiency or non-compliance is not cured within this time period,the other Party shall terminate this Agreement for cause. In addition to termination of this Agreement and/or any other remedies as provided by law, City may declare Grantee ineligible for any further participation in City grant programming. I. Termination for convenience. City may terminate this Agreement by, at least thirty(30) days before the effective date of such termination, giving written notice to Grantee of such termination and specifying the effective date thereof, 2. Termination for cause. Termination of this Agreement, in whole or in part,may occur for cause. which shall include,but shall not be limited to, the following: a. Failure to comply with any provision of this Agreement,the MSBG Rules, or any rule, regulation, statute,executive order, or U.S. Treasury, State, or City guideline,policy or directive as may become applicable at any time; b. Failure to fulfill in a timely and proper manner its obligations under this Agreement; MSIIG CTRANTFF.ACiRrfMTNT p Arr; Page 408 Item#16. c. Improper use of funds provided under this Agreement;or d. Submission of receipts,reports,or documents that are incorrect or incomplete in any material respect. 3. Void if funds not available. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City, this Agreement shall be void, and City shall have no obligation to Grantee,whether under this Agreement or under any legal or equitable claim. G. Repayment. In the event of termination for cause attributable to Grantee's acts or omissions, Grantee shall, within fourteen(14) days of City's demand, reimburse City for all MSBG funds disbursed. H. Assignment. Grantee shall not assign or transfer any interest in this agreement without prior written consent of City. 1. Non-waiver. Failure of either party to promptly enforce the strict performance of any term of this Agreement shall not constitute a waiver or relinquishment of any party's right to thereafter enforce such term, and any right or remedy hereunder may be asserted at any time,notwithstanding delay in enforcement. J. Compliance with law. Throughout the course of this Agreement, Grantee shall comply with any and all applicable federal, state,and local laws. K. Exhibits. All exhibits to this Agreement are incorporated by reference and made a part of hereof as if the exhibits were set forth in their entirety herein. L. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings,oral or written,whether previous to the execution hereof or contemporaneous herewith. The parties hereto may amend this Agreement at any time provided that such amendments are executed in writing, approved by City's governing body,and signed by a duly authorized representative of each party, IN WITNESS WTIEREOF,the parties shall cause this Agreement to be executed by their duly authorized officers to be effective as of the day and year first above written. GRANTEE: SLD LLC San Le CITY: City of Meridian Attest: By: Robert E. Simison, Mayor Chris Johnson,City Clerk MSBG GRANTEE AGn:mEN-r PAGE 4 Page 409 Item#16. EXHIBIT A: APPROVED EXPENSES Eligible Expense Amount Rent-July 339936 Rent-August 3399.76 Rent-September 3399.76 Total Eligible Expenses 10,199.28 Amount Approved 10,000.00 MSBC'r GRANTEE AGR EEmEN'r PAUE:5 Page 410 Item#16. AGREEMENT BETWEEN CITY OF MERIDIAN AND SPORTS FAN CORPORATION DBA PRO IMAGE SPORTS FOR IDAHO REBOUNDS— MUNICIPAL SMALL BUSINESS GRANT FUNDS This Agreement is entered into this 1st day of December 2020 by and between the City of Meridian, a municipal corporation organized under the laws of the state of Idaho ("City") and Sports Fan Corporation dba Pro Image Sports, a general business corporation organized under the laws of the state of Idaho ("Grantee"). WHEREAS, having received federal financial assistance, as such term is defined in 2 CFR § 200.40,from the Coronavirus Relief Fund, designated within Title V, section 5001 of the Coronavirus Aid, Relief, and Economic Security Act, P.L. 116-136, 42 U.S.C. § 601 et seq. (the"CARES Act"),the State of Idaho ("State") created the Idaho Rebounds—Municipal Small Business Grant ("MSBG") program to help local businesses and organizations affected by COVID-19 pandemic, enabling cities and counties to provide aid within their community, including by the provision of economic support to those suffering from employment or business interruptions due to COVID-19-related business closures or limitations; and WHEREAS, pursuant to the State's approval of Meridian's MSBG program on September 11, 2020, City seeks to disburse MSBG funds to Meridian small businesses for the reimbursement of expenses incurred due to the COVID-19 pandemic, as set forth in Title V, section 5001 of the CARES Act; Idaho Governor's Executive Order Nos. 2020-07, 2020-08, and 2020-08A;U.S. Treasury's Coronavirus Relief Fund Guidance for State, Territorial, Local, and Tribal Governments (Dated June 30, 2020); Idaho Rebounds—Municipal Small Business Grant Program Description and Guidance; and the City's MSBG program guidelines (collectively, "MSBG Rules"); and WHEREAS, Grantee submitted to City a complete application for MSBG funds, including all related materials; and City and Grantee wish to enter into a cooperative agreement for the investment of MSBG funds for the purposes described therein; and WHEREAS, it is acknowledged by the Parties that although the State has approved the Meridian MSBG program and has generally committed the funds as set forth in this Agreement for such purpose, availability of these funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City, and that City's obligation to provide funding to Grantee under this Agreement is provisional, pending the approval and release of such funds to City; NOW, THEREFORE, in consideration of the mutual covenants of the parties, the Parties agree as follows: I. STATEMENT OF WORK A. Activities. Grantee shall use City's MSBG funds in an amount not to exceed ten thousand dollars ($10,000), for the approved expenses, as set forth in Exhibit A. Grantee shall utilize MSBG funds granted hereunder in a manner consistent with this Agreement, the MSBG Rules. B. Current eligibility. Grantee certifies that Grantee is eligible to receive MSBG funds, and that Grantee meets each of the following criteria: MSBG GRANTEE AGREEMENT PAGE 1 Page 411 Item#16. 1. Grantee has 500 or fewer employees. 2. Grantee is a business operating in the City of Meridian, Idaho city limits. 3. Grantee has an official EIN. 4. Grantee is an Idaho-domiciled business. 5. Grantee incurred and paid the expenses for which the MSBG funds are awarded. 6. Grantee has incurred expense caused by COVID-19 related incidents, decisions, or qualified business interruption(e.g., local closure orders, need for personal protective equipment, social distancing requirements, increased costs, disrupted supply network, etc.). 7. The expenses for which the MSBG funds are awarded were incurred between June 20, 2020 and December 30, 2020. 8. Grantee has not received funds for the expenses for which the MSBG funds are awarded from other COVID-19 grant programs. 9. Grantee does not exist for the purpose of advancing partisan political activities or the business does not directly lobby federal or state officials, defined as having had a registered lobbyist at any point during 2020. 10. Grantee is compliant in all respects with all COVID-19 related orders, laws, ordinances, and regulations. C. Ongoing eligibility; duplication of benefits. Grantee shall notify City immediately if, for any reason, Grantee no longer qualifies for MSBG funds due to a change in compliance with one or more of the enumerated eligibility criteria. If Grantee receives or applies for other funding sources for the expenses described in this Agreement, Grantee shall immediately notify the City's Economic Development Administrator. D. Reimbursement Procedures. City shall provide to Grantee the MSBG funds awarded for the approved expenses, as set forth in Exhibit A, up to ten thousand dollars ($10,000.00),within thirty (30) days of receipt of the specified funds by City. E. Disclosure and retention of records. Grantee acknowledges and understands that records submitted for the purposes of applying for MSBG funds; compliance with the terms of this Agreement or law; and/or audit by City, State, or federal agency shall be public records subject to disclosure by City and/or State pursuant to such agencies' respective obligations to comply with the Idaho Public Records Act ("IPRA"), and may be posted online by the State of Idaho. Insofar as such records are exempt from disclosure under IPRA or other provision of law, City shall make reasonable efforts to avoid and/or prevent their disclosure. Grantee shall retain all records pertinent to the expenditures incurred under this Agreement for a period of five (5) years after completion of all activities funded under this Agreement. The name of the business and the amount of grant funds received will be identified on the transparent.idaho.gov website and on the City of Meridian's Economic Development webpage, and may be disclosed upon request in accordance with the Idaho Public Records Act. II. GENERAL CONDITIONS A. Contingent on funding. It is acknowledged by the Parties that although the State has approved the Meridian MSBG program and the State has generally committed the funds as set forth in this Agreement for such purpose, availability of MSBG funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City. Unless and until the State approves Grantee's application and releases the funds to City, City shall have no MSBG GRANTEE AGREEMENT PAGE 2 Page 412 Item#16. contractual, legal, or equitable obligation to Grantee, whether under this Agreement or by any other legal or equitable claim. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City, this Agreement shall be void, and City shall have no obligation to Grantee, whether under this Agreement or under any legal or equitable claim. B. Notices. All notices required to be given by either of the parties hereto shall be in writing and be deemed communicated when personally served, or mailed in the United States mail, addressed as follows: If to City: If to Grantee: City of Meridian Sports Fan Corporation dba Pro Image Sports Attn: Economic Development Administrator ATTN: Travis Hawkes, Owner 33 E. Broadway Avenue 2775 W.Navigator Dr. STE 110 Meridian, Idaho 83642 Meridian, ID 83642 Either party may change its authorized representative and/or address for the purpose of this paragraph by giving written notice of such change to the other party in the manner herein provided. C. Indemnity. Grantee, and each and all of its employees, agents, contractors, officials, officers, servants, guests, and/or invitees shall hold harmless, defend and indemnify City from and for all losses, claims, actions, liabilities, and/or judgments for: damages or injury to persons or property and/or losses and expenses caused or incurred by Grantee and/or its employees, agents, contractors, officials, officers, servants, guests, and/or invitees; and other costs, including litigation costs and attorneys' fees, arising out of, resulting from, or in connection with the performance of this Agreement and not caused by or arising out of the tortious conduct of City or any employee, contractor, or agent thereof. Grantee acknowledges that participation in this program carries risks, some of which may be unknown, and does agree to assume all such known or unknown risks. D. Uniform compliance requirements. Grantee shall comply with applicable uniform administrative requirements, cost principles, and audit requirements for federal awards, as described in 2 CFR §§ 200 et. seq. E. Nondiscrimination. Grantee will not discriminate against any employee or applicant for employment or services because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital status or status with regard to public assistance. F. Termination. Either Party may terminate this Agreement for cause by providing written notice to the other of the basis of termination. The defaulting Party shall have five (5) days to cure the deficiency or non-compliance. If the deficiency or non-compliance is not cured within this time period,the other Party shall terminate this Agreement for cause. In addition to termination of this Agreement and/or any other remedies as provided by law, City may declare Grantee ineligible for any further participation in City grant programming. 1. Termination for convenience. City may terminate this Agreement by, at least thirty(30) days before the effective date of such termination, giving written notice to Grantee of such termination and specifying the effective date thereof. 2. Termination for cause. Termination of this Agreement, in whole or in part, may occur for cause, which shall include, but shall not be limited to,the following: a. Failure to comply with any provision of this Agreement,the MSBG Rules, or any rule, regulation, statute, executive order, or U.S. Treasury, State, or City guideline, policy or MSBG GRANTEE AGREEMENT PAGE 3 Page 413 Item#16. directive as may become applicable at any time; b. Failure to fulfill in a timely and proper manner its obligations under this Agreement; c. Improper use of funds provided under this Agreement; or d. Submission of receipts, reports, or documents that are incorrect or incomplete in any material respect. 3. Void if funds not available. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City, this Agreement shall be void, and City shall have no obligation to Grantee, whether under this Agreement or under any legal or equitable claim. G. Repayment. In the event of termination for cause attributable to Grantee's acts or omissions, Grantee shall, within fourteen(14) days of City's demand, reimburse City for all MSBG funds disbursed. H. Assignment. Grantee shall not assign or transfer any interest in this agreement without prior written consent of City. I. Non-waiver. Failure of either party to promptly enforce the strict performance of any term of this Agreement shall not constitute a waiver or relinquishment of any party's right to thereafter enforce such term, and any right or remedy hereunder may be asserted at any time, notwithstanding delay in enforcement. J. Compliance with law. Throughout the course of this Agreement, Grantee shall comply with any and all applicable federal, state, and local laws. K. Exhibits. All exhibits to this Agreement are incorporated by reference and made a part of hereof as if the exhibits were set forth in their entirety herein. L. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral or written, whether previous to the execution hereof or contemporaneous herewith. The parties hereto may amend this Agreement at any time provided that such amendments are executed in writing, approved by City's governing body, and signed by a duly authorized representative of each party. IN WITNESS WHEREOF,the parties shall cause this Agreement to be executed by their duly authorized officers to be effective as of the day and year first above written. GRANTEE: an Corporation dUa Pro age Sports Travis Hawkes, caner CITY: City of Meridian Attest: By: Robert E. Simison, Mayor Chris Johnson, City Clerk MSBG GRANTEE AGREEMENT PAGE 4 Page 414 Item#16. EXHIBIT A: APPROVED EXPENSES Eligible Expense Amount Rent-September 5416.67 Rent-October 5416.67 Total Eligible Expenses 10,833.34 Approved Amount 1 10,000.00 MSBG GRANTEE AGREEMENT PAGE 5 age 415 Item#16. AGREEMENT BETWEEN CITY OF MERIDIAN AND T. ROWE &ASSOCIATES LLC FOR IDAHO REBOUNDS—MUNICIPAL SMALI, BUSINESS GRANT FUNDS This Agreement is entered into this 19th day of November_, 2020 by and between the City of Meridian, a municipal corporation organized under the laws of the state of Idaho (`'City")and T. Rowe & Associates LLC, a Limited Liability Corporation organized under the laws of the state of Idaho (`:Grantee"). WHEREAS, having received federal financial assistance,as such term is defined in 2 CFR § 200.40, from the Coronavirus Relief Fund, designated within Title V, section.5001 of the Coronavirus Aid,Relief. and Economic Security Act, P.L. 1 16-136, 42 G.S.C. § 601 etseq. (the "CARES Act"), the State of Idaho ("State") created the Idaho Rebounds—Municipal Small Business Grant ("MSBG") program to help local businesses and organizations affected by COVID-19 pandemic, enabling cities and counties to provide aid within their community, including by the provision of economic support to those suffering from employment or business interruptions due to COVID-19-related business closures or limitations;and WHEREAS,pursuant to the State's approval of'Meridian's MSBG program on September 11, 2020. City seeks to disburse MSBG funds to Meridian small businesses for the reimbursement of expenses incurred due to the COVID-19 pandemic, as set forth in Title V, section 5001 of the CARES Act;Idaho Governor's Executive Order Nos. 2020-07, 2020-08, and 2020-08A; U.S. Treasury's Coronavirus Relief Fund Guidance for State, Territorial, Local,and TrihaI Governments (Dated June 30, 2020);Idaho Rebounds—Municipal Small Business Grant Program Description and Guidance; and the City's MSBG program guidelines (collectively, "MSBCr Rules"); and WHEREAS, Grantee submitted to City a complete application for MSBG Funds, including all related materials; and City and Grantee wish to enter into a cooperative agreement for the investment of MSBG funds for the purposes described therein; and WHEREAS, it is acknowledged by the Parties that although the State has approved the Meridian MSBG program and has generally committed the funds as set forth in this Agreement for such purpow,availability of these funds to City, and thus to Grantee, is subject to the StaWs approval of Grantee's application and release of such funds to City, and that C.ity's obligation to provide funding to Grantee under this Agreement is provisional, pending the approval and release of such funds to City; NOW, THEREFORE, in consideration of the mutual covenants of the parties,the Parties agree as follows: I. STATEMENT OF WORK A. Activities. Ch-antee shall use City's MSBG funds in an amount not to exceed three thousand six hundred fifty one dollars and sixty cents ($3,651.60), for the approved expenses. as set forth in Exhibit A. Grantee shall utilize MSBG funds granted hereunder in a manner consistent with this Agreement, the MSBG Rules. B. Current eligibility. Grantee certifies that Grantee is eligible to receive MSBG funds. and that MSBG GRANTEE AGREk%iEvi PAGE 1 Page 416 Item#16. Grantee meets each of the following criteria: I. Grantee has 500 or fewer employees. 2. Grantee is a business operating in the City of Meridian,Idaho city limits. 3. [.Grantee has an official EIN. 4. Grantee is an Idaho-domiciled business. 5. Grantee incurred and paid the expenses for which the MSBG funds are awarded. 6. Grantee has incurred expense caused by CDVID-19 related incidents. decisions, or qualified business interruption(e.g., local closure orders, need for personal protective equipment, social distancing requirements, increased costs, disrupted supply network, etc.). 7. The expenses for which the MSBG funds are awarded were incurred between June 20, 2020 and December 30, 2020. 8. Grantee has not received funds for the expenses for which the MSBG funds are awarded from other COVID-19 grant programs. 9. Grantee does not exist for the purpose of advancing partisan political activities or the business does not directly lobby federal or state officials, defined as having had a registered lobbyist at any point during 2020. 10. Grantee is compliant in all respects with all C.GVID-19 related orders, laws, ordinances, and regulations. C. Ongoing eligibility; duplication of benefits. Grantee shall notify City immediately if, for any reason, Grantee no longer qualifies for MSBG funds due to a change in compliance with one or more of the enumerated eligibility criteria. If Grantee receives or applies tar other funding sources for the expenses described in this Agreement, Grantee shall immediately notify the City's Economic Development Administrator. D. Reimbursement Procedures. City shall provide to Grantee the MSBG funds awarded for the approved expenses, as set forth in Exhibit A, up to ten thousand dollars (S 10,000.00), within thirty (30) days of receipt of the specified funds by City. E. Disclosure and retention of records. Grantee;acknowledges and understands that records submitted for the purposes of applying for MSBG funds; camp Hance with the terms of this Agreement or law; and/or audit by City, State, or federal agency shall be public records subject to disclosure by City and/or State pursuant to such agencies' respective obligations to comply with the Idaho Public Records Act ("IPRA"), and may be posted online by the State of Idaho. Insofar as such records are exempt from disclosure under IPRA or other provision of law, City shall make reasonable efforts to avoid and/or prevent their disclosure. Grantee shall retain all records pertinent to the expenditures incurred under this Agreement for a period of five(5)years after completion of all activities funded under this Agreement.The name of the business and the amount of grant funds received will be identified on the transparent.idaho.gov website and on the City ofMeridian's Economic Development webpage, and may be disclosed upon request in accordance with the Idaho Public Records Act. H. C.EN F AL CDNDITIQ S A. Contingent on funding. It is acknowledged by the Parties that although the State has approved the Meridian MSBG program and the State has generally committed the funds as set forth in this Agreement for such purpose, availability of MSBG funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City. Unless and until MSBG GR.ANTFF AGUE14ENT Rkeh 2 Page 417 Item#16. the State approves Grantee's application and releases the funds to City.. City shall have no contractual, legal,or equitable obligation to Grantee,whether under this Agreement or by any other legal or equitable claim. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City, this Agreement shall be void, and City shall have no obligation to Grantee,whether under this Agreement or under any legal or equitable claim. B. Notices. All notices required to be given by either of the parties hereto shall be in writing and be deemed communicated when personally served, or mailed in the United States mail,addressed as follows: If to City: If to Grantee: City of Meridian T. Rowe &Associates LLC Attn: Economic Development Administrator ATTN: William Lowe, Owner 33 E. Broadway Avenue 1446 N MAIN ST Meridian,Idaho 83642 MERIDIAN. ID 83642 Either party may change its authorised representative anct or address for the purpose of this paragraph by giving written notice of such change to the other party in the manner herein provided. C. Indemnity. Grantee,and each and all of its employees, agents, contractors, officials, officers, servants, guests, and/or invitccs shall hold harmless, defend and indemnify City from and for all losses, claims, actions, liabilities, and/or judgments for: damages or injury to persons or property and/or losses and expenses caused or incurred by Grantee andfor its employees, agents, contractors, officials, officers, servants, guests, and/or invitees; and other costs,including litigation costs and attorneys' fees, arising out of, resulting from, or in connection with the performance of this Agreement and not caused by or arising out of the tortious conduct of City or any employee, contractor,or agent thereof. Grantee acknowledges that participation in this program carries risks, some of which may be unknown, arid does agrcc to assume all such known or unknown risks. D. Uniform compliance requirements. Grantee shall comply with applicable uniform administrative requirements, cost principles, and audit requirements for federal awards, as described in 2 CFR §§ 200 et.. seq. E. Nondiscrimination. Grantee will not discriminate against any employee or applicant for employment or services because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age,marital status or status with regard to public assistance. F. Termination, Either Party may terminate this Agreement for cause by providing written notice to the other of the basis of termination. The detaulting Party shall have five(5)days to cure the deficiency or non-compliance, if the deficiency or non-compliance is not cured within this time period, the other Party shall terminate this Agreement for cause. In addition to termination of this Agreement and/or any other remedies as provided by law, City may declare Grantee ineligible for any further participation in City grant programming. 1. Termination for convenience, City may terminate this Agreement by, at least thirty(30) days before the ell' ctive date of such termination, giving written notice to Grantee of such termination and specifying the effective date thereof. 2. Termination for cause. Termination of this Agreement, in whole or in part,may occur for cause, which shall include, but shall not be limited to,the following: a. Failure to comply with any provision of this Agreement, the MSBG Rules, or any rule, MSBG GRANTrh A,;REEiiFNT PAur 3 Page 418 Item#16. regulation, statute, executive order, or U.S. Treasury, State,or City guideline,policy or directive as may become applicable at any time; b. Fai lure to fulfill in a timely and proper manner its obligations under this Agreement; c. Improper use offunds provided under this Agreement;or d. Submission of receipts, reports, or documents that are incorrect or incomplete in any material respect. a. Void if funds not available. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City,this Agreement shall be void, and City shall have no obligation to Grantee, whether under this Agreement or under any legal or equitable claim. G. Repayment. In the event of termination for cause attributable to Grantee's acts or omissions, Grantee shall, within fourteen (14)days ofCity's demand, reimburse City for all MSBG funds disbursed. 11. Assignment. Grantee shall not assign or transfer any interest in this agreement without prior written Consent of City. L Nan-waiver. Failure of either party to promptly enforce the strict performance of any term of this Agreement shall not constitute a waiver or relinquishment of any party's right to thereafter enforce such term, and any right or remedy hereunder may be asserted at any time, notwithstanding delay in enforcement. J. Compliance with lave. Throughout the course of this Agreement, Grantee shall comply with any and all applicable federal, state, and local laws. K. Exhibits. All exhibits to this Agreement are incorporated by reference and made a part of hereof as if the exhibits were set forth in their entirety herein. L. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral or written, whether previous to the execution hereof or contemporaneous herewith. The parties hereto may amend this Agreement at any time provided that such amendments are executed in writing, approved by City's governing body, and signed by a duly authorized representative of each party. IN WITNESS WHEREOF,the parties shall cause this Agreement to be executed by their duly authorized officers to be effective as of the day and year first above written. GRANTEE: T. Rowe&Associates LLC William Rowe, Owner CITY: City of Meridian Attest: By: Robert E. SirnMn,Mayor Chris Johnson, City Clerk h4SBG GRAN Ith-E AUREEMEN'r PAGE 4 Page 419 Item#16. EXHIBIT A: APPROVED EXPENSES Eligible Expense Amount Rent-June 251.60 Rent-July 680.00 Rent-August 680.00 Rent•September 680.00 Rent-October 680.00 Rent-November 680.00 Total Eligible Expenses 3,651,60 fV19BG GRANTEE AGREEMENT PAGE 5 Page 420 Item#16. AGREEMENT BETWEEN CITY OF MF,RIDIAN A11T1) VERTICAL VIEW LLC FOR IDAHO REBOUNDS—MUNICIPAL SMALi,BUSINESS GRANT FUNE)S This Agreement is entered into this 1 St_day of December202O by and between the City of'vlendian,a municipal corporation organized under the lave's of the state of Idaho(`:City")and Vertical View 11C,a limited liability company organized under the Laws of the state of Idaho ("Grantee"), WHEREAS,having received.federal financial assistance,as such term is defined in 2 CYR 200.40,from the Coronavirus Relief Fund,designated witliin Titic V,section 500I of the Coronavirus Aid,Relief,and Economic Security Act,P.L. 116i-1.36,42 U.S.C.§601 etseq.(the"CARESAct"),the State of Idaho("State")created the Idaho Rebounds -Municipal Small Business Grant("MSBG") program to help]ncal busiuesses and organizations affected by C.OVID-19 pandemic,enabling cities and counties to provide aid within their community,including by the provision of economic support to those suffering from employment or business interruptions due to COVID-19-related business closures or limitations;and WIi.EREAS,pursuant to the State's approval ofMeridian's MSBG program on September 11, 2020,City seeks to disburse MSBG funds to Meridian small businesses for the reimbursement of expenses incurred due to the C:OVID-19 pandemic,as set forth in'Title V.section 5001 or the CARES Act; Idaho Governor's Executive Order Nos.2020-07,2020-08,and 2020 08A;U.S.Treasury's Coronavirus Rcl ief fund Guidance for State,Territorial,Local,and Tribal Goveruments(Dated June. 30,2020);Idaho Rebounds—Municipal Small Business Grant Program Description and Guidance;and the Citv's MSBG program guidelines(collectively,"MSI36 Rules"); and WRERFAS,Grantee submitted to City a complete application for NISBO fun&,including all related materials;and City and Grantee wish to enter into a.cooperative agrrecment for tlrc investment of MSBC'funds for the purposes described therein;and WHEREAS,it is acknowledged by the Partics that although the State has approved the Meridian MSBG program and has generally conunitted the funds as set forth in thus Agreement for such purpose,availability of these funds to City,and thus to[rrdntce,is subject to the State's approval of Grantee's application and release of such funds to City,and that City's obligation to provide funding to G-tantee under this Agreement is provisional,pending the approval and release of such funds to City; NOW,THEREFORE,in consideration of the mutual covenants of the parties,the Partics agree as follows: I.STATEXIFNIT QF WQRK A. Activities. Grantee shall use City's MSBG funds in an amount not to exceed Six Thousand,Throe Hundred, Fifty-eight dollars and Thirty-eight Cents($6,35838),for the approved expenses,as set forth in Erhibit A. Grantee shall utilize IbiSBCi funds granted hereunder in a manner consistent vdth this Agreement,the MSBG Mules. B. Current eligibility.Grantee certifies that Grantee is eligible to receive MSBG funds,and that MSBG C-RAN'rl•:E Au -MMF N r PAGE 3 Page 421 Item#16. Grantee meets each of the following criteria: 1. Grantee has 500 or fewer employees. 2. Grantee is a business operating in the City of/Meridian,Idaho city limits. 3. Grantee has an official 1 LN. 4. Grantee is an Idaho-domiciled business. 5. Grantee incurred and paid the expenses for which the MSBG funds are awarded. 6. Grantee has incurred expense caused by COV IF)-19 related incidents,decisions,or qualified business interruption(e.g., local closure orders,need for personal protective equipment,social distancing requirements,increased costs,disrupted supply network,etc.). 7. The expenses for which the MSBG funds are awarded were incurred between Juno 20,2020 and December 30,2020. R. Grantee has not received funds for the expenses for which the MSBG fiends are awarded from other C:OVID-]9 grant programs. 9. Grantee does not exist for the purpose of advancing partisan political activities or the business does not directly lobby federal or state officials,defined as having had a registered lobbyist at any point during 2020. 10.Grantee is compliant in all respects with all COV ID-19 related orders,laws,ordinances,and regulations. C. Ongoing eligibility;duplication of henefits. Grantee shall notify City immediately if,for any reason,Granteo no longer qualifies for MSBG funds due to a change in compliance with one or more of the enumerated eligibility criteria. If Grantee receives or applies for other funding sources For the expenses described in this Agreement,Grantee shall immediately notify the City's Economic Uevc1opincnt Administrator, D. Reimbursement Procedures. City shall provide to Grantee the MSBG funds awarded for the approved expenses,as set forth in Exhibit A,up to tcri thousand dollars($10,000.00),within thirty (30)days of reecipt of the specified funds by City. E. Disclosure and retention of records. Grantee acknowledges and understands that records submitted for the purposes of applying for MSBG funds;compliance with the terms of this Agreement or lay ;and/or audit by City,State,or federal agency shall he public records subject to disclosure by City and.lor State pursuant to such agencies`respective obligatiosrs to comply v,,itlt the Idaho Public Records Act("IPRA"),and may be posted online by the State of Idaho. Insofar as such records arc exempt from disclosure under IPRA or other provision of law,City shall make reasonable efforts to avoid and/or prevent their disclosure.Grantee shall retain all records pertinent to the expenditures incurred under this Agreement for a period of five(5)years after completion of a]1 activities funded under this Agreement.'Ihe name of the business and the ainount of grant fiends received will be identified on the transparent.idaho.gov website and on the City-of Meridian's Economic Development webpage,and may be disclosed upon request in ac:cordanec with the Idaho Public Records Act, H.GENE&A-L CONDITIONS A. Contingent on funding.It is acknowledged by the Parties that although the State has approved the Meridian MSBG program and the State has generally committed the funds as set forth in this Agreement for such purpose,availability of MSBG funds to City,and thus to Grantee,is subject to the State's approval of Grantee's application and release of such funds to City. Unless and until MSBG GRANTEE Ante[EmL.,4 E PAor:2 Page 422 Item#16. the State approves Grantee's application and releases the funds to City,City shall have no contractual,legal.or equitable obligation to Grantee,whether under this Agreement or by any other legal or equitable claim. In the event that M';BG-funds for the purposes set forth in this Agreement are not made available to City,this Agreement shall be void,and City shall have no obligation to Grantee,whether under this Agreement or under any legal or equitable claim. B. Notices. All notices required to be given by either of the parties hereto shall be in writing and be deemed communica.tcd when personally served,or mailed in the United States mail,addressed as follows: If to City: It to Crantee: City of Meridian Vertical View LLC Attn:Economic Development Administrator Attn:Tyson Gray,Owner 33 E.Broadway Avenue 3850 F.Mackay Ct Meridian,Idaho 83642 Meridian,11) 83642 Either party may change its authorized representative and/or address for the purpose of this paragraph by giving written notice of such change to the other party in the manner herein provided. C. Indemnity. Grrantee,and cash and all of its employees,agents,contractors,officials,officers, servants,guests,and/or invitees shall hold harmless,defend and indemnify City from and for all losses,claims,actions,liabilities,and/or j udgmen is for:damages or injury to persons or property and/or losses and expenses caused or ineurred by Grantee and/or its employees,agents,contractors, officials,officers,servants,guests;and/or invitees;and other costs,including litigation costs and attorneys'fees,arising out of,resulting front or in connection with the peformancc of this Agteemcnt and not caused by or arising out of the tortious conduct of City or any employee, contractor,or agent thereof. Grantee acknowledges that participation in this program carries risks, some of which may be unknown,and does agrcc to assume all such known or unknown risks. D. Uniform compliance requirements.Grantee shall comply with applicable uniform administrative requirements,cost principlcs,and audit requirements for fcdcral awards,as described in 2 CFR §§ 200 el.seq. E. Nondiscrimination. Grantee will not discriminate against any employee or applicant for employment or services because of race,color,creed,religion,ancestry,national origin,sex, disability or other 1iandicap,ago,marital status or status with regard to public assistance. F. Termination. Either Party anay terminate this Agreement for cause by providing written notice to the other of the basis of termination. The defaulting Party shall have five(5)days to cure the deficiency or non-compliance. if the deficiency or non-compliance is not cured within thus time period,the other Party shall terminate this Agreement for cause. h-t addition to termination of this Agreement andior any other remedies as provided by law,City may declare Grantee ineligible for any further participation in City giant programming. I. Termination for convenience. City may terminate this Agreement by,at least thirty(30)days before the effective date of such ternination,giving written notice to Carantee of such termination and specifying the effective date thereof. 2. Termination for cause. Termination of this Agreement,in whole or in part,may occur for cause,which shall include,but shalt not be limited to,the following: hiSBG C;RlLVrEE AcPummin.T PAO...3 Page 423 Item#16. a. Failure to comply with any provision of this Agreement,the MSBG Rules,or any rule, regulation,statute,executive order,or U.S.Treasury,State,ur City guideline,policy or directive as may become applicable at any time; h. Failure to fulfill in a timely and proper manner its obligations under this Agreement; c. Improper use of funds pro'Oded tinder this Agreement;or d. Submission of receipts,reports,or documents that are incorrect or incomplete in any material respect.. 3. Void if funds not available. In the event that MSBG funds for the purposes set forth in this Agreement are not mad available to City,this Agreement shall be void,and City shall have no obligation to Crrantec,whether under this Agreement or under any legal or equitable claim. G. RepkYruent. In the event of termination for cause attributable to Grantce's acts or omissions, Grantee shall,within fourteen(14)days of City's demand,reimburse City for all MSBG funds disbursed. A. Assignment. Grantee shall not assitm or transfer any interest in.this agreement without prior %vritten consenL of City. I. \on-waiver. Failure of either parry to promptly enforce the strict performance of any term of this Agrecinent shall not constitute a waiver or relingtrishnsent of any party's right to thereafter enforce such u-rrn,and any right or rcinedy hereunder may be asserted at any time,notwithstanding delay in enforcement. J. Compliance with law. 'Throughout the course of this Agreement,Grantee shall comply with any and all applicable federal,state,and local laws. If. Exhibits. All exhibits to this Agreement are incorporated by reference and made a part of hereof as if the exhibits were set forth.in their entirety herein- L. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings,oral or written,w-hethor previ0Lks to the execution hcrcof or contemporaneous herewith.The parties hcrcto may amend this Agreement at any time provided that such amendmcnts are executed i14 Writing,approved by City's governing body,and signed by a duly audiori7cd representative of each party. IN WITNESS WHEREOF,the parties shall cause this Agreement to be executed by their duly authorized officers to be effective as of the da.y and year first above written. GTL• NTEE: } tireTtlC V1CW 1•_..tJC,' y Tyson Cray,Owner/Manage CITY: City of Meridian Attest: - Robarr€. Simison, Mayor Chris Johnson, City Clerk Page 424 Item#16. FXMBIT A: APPROVF,D EXPENSES Eligible Expense Amount Hand Sanitizer-Amazon 111.24 Masks-Costco 50.84 Masks-Amazon 189.04 Intermountain Gas-July(47,34) 25.06 Intermountain Gas-August 28_20 Intermountain Gas-September 28.29 Centuryl-ink-July 223.71 Can turyUnk-August 220.90 Centuryl-ink-September 221.51 Idaho Power-July 1702.51 fdaho power-August 1984.06 Idaho Power-September 1572.97 Total Eligible Expenses 6,35$.38 GRANT AWARD $6,365.38 MSBG CIRAv"l ACGRMLMENT P.A6B 5 Page 425 Item#17. (:> E IDIAN*-----, AGENDA ITEM ITEM TOPIC: License Agreement Between the Nampa and Meridian Irrigation District and the City of Meridian for the South Slough Tiling and Pathway Improvements APPROVED FaLge26 PROJECT/PATHWAY AGREEMENT This PROJECUPATHWAY AGREEMENT, made and entered into this 1 st day of December , 2020, by and between NAMPA & MERIDIAN IRRIGATION DISTRICT, an irrigation district organized and existing under and by virtue of the laws of the State of Idaho, party of the first party, hereinafter referred to as the"District," and THE CITY OF MERIDIAN, a political subdivision and municipality of the State of Idaho, 33 East Broadway Avenue, Meridian, Idaho 83642 party or parties of the second part,hereinafter referred to as the"City," WITNESSETH: WHEREAS, the parties hereto entered into a Master Agreement entered into March 18, 2014 and recorded as Instrument No. 114019168 in the records of Ada County,Idaho, hereinafter referred to as the"Master Agreement;" and, WHEREAS, the District and the City intended by entering the Master Agreement to establish a process for the City's submission of encroachment proposals and the District's consideration of such proposals and to provide the general conditions for the District's approval and permission of encroachment proposals affecting the District's ditches, property,operations and maintenance; and, WHEREAS, the parties hereto entered into a Master Pathway Agreement For Developing and Maintaining Pathways for public use along and across some of the District's ditches and within some of the District's easements and fee title lands dated December 19, 2000,recorded as Instrument No. 100102999,records of Ada County, Idaho,hereinafter referred to as the"Master Pathway Agreement; and WHEREAS, the District grants to the City the right develop pathways to encroach within the District's easements along and across the District's ditches, canals and easements therefor upon the terms and conditions of said Master Pathway Agreement and after the execution of an agreement for each proposed crossing and encroachment; and WHEREAS,the City is the owner of the real property/right of way(burdened with the easement of the District hereinafter mentioned)particularly described in the"Legal Description" attached hereto as Exhibit A and by this reference made a part hereof; and, WHEREAS, the District controls the irrigation/drainage ditch or canal known as the PROJECT/PATHWAY AGREEMENT Page 1 of 6 Page 427 Item#17. FINCH LATERAL aka South Slough(hereinafter referred to as"ditch or canal")together with the real property and/or easement to convey irrigation and drainage water,to operate and maintain the ditch or canal, and which crosses and intersects said described real property of the City as shown on Exhibit B attached hereto and by this reference made a part hereof, and, WHEREAS, the City seeks permission to: 1)pipe a portion of the Finch Lateral in 48 inch Class III RCP for approximately 87.11 feet to accommodate the installation of the proposed pedestrian pathway over said pipe and within the District's easement; and 2)to construct and install a pedestrian pathway over the piped Finch Lateral and within the District's easement, under the terms and conditions of said Master Agreement and Master Pathway Agreement and those hereinafter set forth, NOW, THEREFORE, for and in consideration of the premises and of the covenants, agreements and conditions hereinafter set forth and those set forth in said Master Agreement and Master Pathway Agreement, the parties hereto agree as follows: 1. City may: a)pipe a portion of the Finch Lateral in 48 inch Class III RCP for approximately 87.11 feet to accommodate the installation of the proposed pedestrian pathway over said pipe and within the District's easement; and 2)to construct and install a pedestrian pathway over the piped Finch Lateral and within the District's easement, located within or near Chamberlin Estates Subdivision No. 2, southeast of the intersection of Locust Grove Road and Ustick Road in Meridian, Ada County, Idaho as shown in the attached project plans stated as Exhibit B-1. 2. Any construction,piping or crossing of said ditch or canal shall be performed in accordance with the project plans shown in Exhibit B-1 and the"Special Conditions" stated in Exhibit C, attached hereto and by this reference made part thereof. 3. The parties hereto incorporate in and make part of this Project/Pathway Agreement all the covenants, conditions, and agreements of said Master Agreement and Master Pathway Agreement unchanged except as the result of the provisions of this Project/Pathway Agreement. The covenants, conditions and agreements herein contained and incorporated by reference shall constitute covenants to run with, and running with, all of the lands of the City described in said Exhibit A, and shall be binding on each of the parties hereto and on all parties and all persons claiming under them or either of them, and the advantages hereof shall inure to the benefit of each of the parties hereto and their respective successors and assigns. END OF TERMS - SEE FOLLOWING PAGES FOR SIGNATURES PROJECT/PATHWAY AGREEMENT Page 2 of 6 Page 428 Item # 17. IN WITNESS WHEREOF, the District has hereunto caused its corporate name to be subscribed by its officers first hereunto duly authorized by resolution of its Board of Directors and the City has hereunto subscribed its corporate name to be subscribed and its seal to be affixed thereto, all as of the day and year herein first above written . NAMPA & MERIDIAN IRRIGATION DISTRICT By Its President ATTEST : Its S ecretary THE CITY OF MERIDIAN By. Its Rob E . Si ison , Mayor ATTEST: Chris Johnson , City C erk PROJECT/PATHWAY AGREEMENT Page 3 of 6 Page 429 Item # 17. STATE OF IDAHO ) ss : County of Canyon ) On this day of , 2020, before me, the undersigned, a Notary Public in and for said State, personally appeared Will Patterson and Michael Comeskey, known to me to be the President and Secretary, respectively, of NAMPA & MERIDIAN IRRIGATION DISTRICT, the irrigation district that executed the foregoing instrument and acknowledged to me that such irrigation district executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year in this certificate first above written. Notary Public for Residing at , My Commission Expires : STATE OF IDAHO ) ss : County of Ada ) On this 1st day of December , 2020, before me, the undersigned, a Notary Public in and for said State, personally appeared Robert E . Simison and Chris Johnson known to me to be the Mayor and City Clerk , respectively, of The CITY OF MERIDIAN, the entity that executed the foregoing instrument and acknowledged to me that such entity executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year in this certificate first above written. CHARLENE WAY Notary Public for Idah - COMMISSION 067390 Residing at Meridian Idaho NOTARY PUBLIC My Commission Expires : 3 .28-202� STATE OF IDAHO MY COMMISSION EXPIRES 3PI28122 PROJECT/PATHWAY AGREEMENT Page 4 of 6 Page 430 Item#17. EXHIBIT A Legal Description The City's has an easement/right of way located in Chamberlin Estates for the pathway which is described in Exhibit A-1 attached hereto and by this reference incorporated herein. EXHIBIT B Crossing Location See Exhibit 13-1 attached hereto. EXHIBIT C Special Conditions a. Piping of the Finch Lateral and construction authorized by this Project/Pathway Agreement shall be in accordance with Exhibit B-1, attached hereto and by this reference made a part hereof. The City acknowledges that the Finch Lateral has water in it year around and that the City will be responsible to install and maintain bypass pumps as necessary to maintain the flows in the Finch Lateral. The City further acknowledges that the City shall be responsible for seasonal mowing and weed control within City's easement and where the pathway is to be installed. b. City shall notify the water superintendent of the District prior to and immediately after construction so that he or the District's engineers may inspect and approve the construction. C. City shall be responsible for repair and maintenance associated with the Finch Lateral placed in pipe or culvert by the City pursuant to this Project/Pathway Agreement, including rehabilitation or replacement of the culvert/pipe for a period of three years from the date of this Project/Pathway Agreement. Maintenance and repairs shall include,but not be limited to, all repairs necessary to preserve the structural integrity of the ditch or canal and its banks and unobstructed flow of water through such portion of the ditch or canal and prevent the loss of water from such portion of the ditch or canal. If the City shall fail in any respect to properly maintain and repair such portion of the ditch or canal, then the District, at its option, and without impairing or in anyway affecting its other rights and remedies hereunder, shall have the right to perform the necessary maintenance and repairs and the City agrees to pay to the District, on demand,the cost or expense which shall be reasonably expended or incurred by the District for such purposes. The District shall give reasonable notice to the City prior to the District's performing such maintenance, repair or other work except that in cases of emergency the District shall attempt to give such notice as reasonable under the circumstances. Nothing in this paragraph shall create or support any claim of any kind by the City or any third parry against the District for failure to exercise the options stated in this paragraph, and the City shall indemnify, hold harmless and defend the District from any claims made against the District arising out of or relating to the City's obligation to maintain and repair the ditch or canal as provided in this paragraph except for claims arising solely out of the negligence or fault of the District. PROJECT/PATHWAY AGREEMENT Page 5 of 6 Page 431 Item#17. d. The permitted hours of use of the pathway shall be from one half hour before sunrise and one-half hour after sunset. e. City acknowledges that the District's easement for the Finch Lateral includes a sufficient area of land to convey irrigation and drainage water, to operate, clean,maintain and repair the Finch Lateral, and to access the Finch Lateral for those purposes, and that, in the location of the City's project,NMID claims a minimum easement dimension for the Finch Lateral of 80 feet, 40 feet to either side of the centerline. f. The piping of the Finch Lateral shall be completed during the non-irrigation season and shall not commence prior to October 15, 2020 and shall be completed prior to March 15, 2021. All other construction, including the pathway, shall be completed within one year of the date of this Project/Pathway Agreement. Time is of the essence. g. The duration of the permission granted by this Project/Pathway Agreement shall be in perpetuity, for the life and maintenance of the encroachments including construction, operation,maintenance, repair and reconstruction. END OF SPECIAL CONDITIONS PROJECT/PATHWAY AGREEMENT Page 6 of 6 Page 432 Item#17. ADA COUNTY RECORDER Phil MoGrane 2020_106337 BOISE IDAHO Pgs=5 BONNIE OBERBILLIG 081191202012:43 PM CITY OF MERIDIAN,IDAHO NO FEE Pro'ect Nam i&;ubd his ion Chamberlain Estates Pathway Easement PEDESTRIAN PATHWAY,EASEAMNT THIS AGREEMENT,. made this 18th day of August 202�, between Ehamberlain Estates HOA hereinafter referred to as "Grantor", and the City of Meridian,. an Idaho municipal corporation, hereinafter referred.to as"Grantee"; WITNESSETH: WHEREAS, Grantor is the owner of real property on.portions of,which the:City of Meridian desires to:establish a public pathway;and WHEREAS, the Grantor- desires to .grant an easement,to establish a. public pathway and provide connectivity to present gnd future portinns of the pathway;and WHEREAS; Grantor shall construct the pathway improvements upon the easement.described herein;and NOW,THEREFORE,the parties agree as follows: THE GRANTOR.does Hereby grant unto the Grantee an easement on the following property., described on Exhibit "A" and depioted on Exhibit "B" attached hereto .and incorporated herein.. THE EASEMENT hereby granted is for the purpose of providing a public pedestrian pathway easement.for mulfiple-use non-motorized recreati:on,.-Y ith-.thee free right of access.to such facilities atany,and all tines: TO HAVE AND TO H:OLD, said easement unto sari Grantee, its .successors: and a4signs forever. THE GRANTOR hereby covenants and agrees,that it will not place..or allow to be placed any. permanent structures.,trees,brush,.or perennial shrubs.br#lowers within the area.described for tYj,.s easement; which would iiiterfere with the:use of.said.easement, for.the purposes stated hp rein, IT I8 E PR,ESSL•Y-UNDERSTOOD AND:AGREED by and between the panties hereto,that the Grantor shall repair and maintain the Pathway improyernents.. TIE'GRANTOR hereby covenants and agrees with the Grantee that should any part of the easement Hereby granted become part of, or lie.within the :boundaries ofany public street,. Ped;estriaa Pathway Easement. RE-V.OI IOII2O-0 Exhibit A-1 , page 1 Page 433 Item#17. then, to such extent such easement hereby granted which lies within such boundary thereof or which is a part thereof,shall cease and become null and void and of no further effect and shall be completely relinquished. THE GRANTOR does hereby covenant with the Grantee that it is Iawfully seized and possessed of the aforementioned and described tract of land, and that it has a good and lawful right to convey said easement, and that it will warrant and forever defend the title and quiet possession thereof against the lawful claims of all persons whomsoever. IN WITNESS WHEREOF,the said Grantor has hereunto subscribed its signature the day and year first hereinabove written. GRANTOR:Chamberlain Estates HOA Jai Van Houten,President STATE OF IDAHO ) ss County of Ada ) This record was acknowledged before me on Tul, ..Xi"29ate) by 07an ] n �A .}— (name of individual), [complete the following if signing to a representative capacity, or strike the following if signing in an individual capacity] on behalf of Charnberkw%ESFa.k S 1+oA (name of entity on behalf of whom record was executed), in the following representative capacity: its i •Call (type of authority such as officer or trustee) (stamp) Notary Signature My Commission Expires: Qd-O xy' 10.--Loy3 JBL�►G Z *•,���F OF j1DV Pedestrian Pathway Easement REV.01/01/2020 Exhibit A-1 , page 2 Page 434 Item#17. Ifem#4. GRANTEE: CITY OF MERIDIAN Robert K Sim' M °"•"��> Attest by Vis Johnson,�r '"` lerk STATE OF IDAHO, ) ss. County of Ada This record was acknowledged before me on 8-18-2020 g (date} by Robert E. Simison and Chris Johnson on behalf of the City of Meridian, in their capacities as Mayor and City Clerk, respectively. CHARLENE WAY CONIMSION 9 67390 NOTARY PUBLIC STATE OF IDAHO Notary Signature 4 —N0'`—L° 0°`P"ms Mw My Commission Expires: 3-28-2022" Pedestrian Pathway Easement REV.01/01/2020 Exhibit A-1 , page 3 Page 435 Item#17. EKHIBITA Legal Description Lot 5 of Block 8, and Lots 20&33 of Block 2, of the Chamberlain Estates Subdivision No,2, Book 75,page 7619,Ada County Records. Exhibit A-1 , page 4 Page 436 Item#17. _ -gl,r. 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E IDIAN 'aAHO AGENDA ITEM ITEM TOPIC: Master Professional Services Agreement Between the City of Meridian and Richard Everett for Tactical Emergency Casualty Care Training Services APPROVED Page 454 Item#18. C� fIEN , IN4, IDAHG-. MEMO TO CITY COUNCIL Request to Include Topic on the City Council Agenda From: Police Department Meeting Date: November 24, 2020 Presenter: Lt. Shawn Harper Estimated Time: 10 minutes Topic: Master Professional Services Agreement Between the City of Meridian and Richard Everett for Tactical Emergency Casualty Care Training Services Recommended Council Action: Mayor's signature on agreement Background: Service agreement with Instructor Richard Everett for Tactical Emergency Casualty Care Training Page 455 Item#18. MASTER PROFESSIONAL SERVICES AGREEMENT WITH RICHARD EVERETT FOR TACTICAL EMERGENCY CASUALTY CARE TRAINING SERVICES This MASTER PROFESSIONAL SERVICES AGREEMENT WITH RICHARD EVERETT FOR TACTICAL EMERGENCY CASUALTY CARE TRAINING SERVICES ("Agreement")is matte this l 9"day of r,&;r_ ,20? ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Richard Everett, an individual whose address is 4094 E. Ettaro Avenue, Meridian, Idaho ("Contractor"). (City and Contractor may hereinafter be collectively referred to as "Parties.") WHEREAS,the Meridian Police Department("MPD") is in need of instructor services for its tactical emergency casualty care training program, and finds that Contractor is duly qualified and certified by Idaho Peace Officer Standards and Training("POST")to provide such services; 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: SCOPE OF SERVICES. Contractor shall provide tactical emergency casualty care training and instruction services for MPD,pursuant to the Tactical Emergency Casualty Care curriculum duly established and/or approved by the Idaho POST Council, at the time,place, and location as described in associated task orders. Contractor shall provide services and work in accordance with generally accepted industry standards and practices for the profession or professions that are used in performance of this Agreement or the associated task order. Services and work provided by Contractor shall be performed in a timely manner as specified in the project task order and agreed by the parties. The Parties acknowledge and agree that time is strictly of the essence with respect to services provided pursuant to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a breach of, and a default under,this Agreement by the party so failing to perform. COMPENSATION. Hourly rate; total amount.The total payment to Contractor for the services described in associated task orders shall be twenty-five dollars(S25.00)per hour. This rate and total amount shall constitute full compensation for any and all services provided hereunder and any and all related expenses, including, without limitation, travel, materials, contingency, commission, and any and all other costs of work to be performed or furnished by Contractor. Method of payment. Within fourteen(14)business days of rendering services pursuant to a task order, Contractor shall provide to City a detailed invoice for services provided, describing the time, place, and location of services provided. City shall pay such invoice within thirty(30) days of receipt. City shall not withhold any federal or state income taxes or Social Security tax from any payment made by City to Contractor under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums shall he the sole responsibility of Contractor. III.GENERAL PROVISIONS. PROFESSIONAL SERVICES AGREbNIENT—TRAINING SERVICES PAGE 1 Page 456 Item#18. Term. This Agreement shall become effective on the Effective Date first written above, and shall be effective through September 30,2023 unless sooner terminated by the method set forth herein. Subcontracting or assignment of obligations. Contractor shall not subcontract or assign any of Contractor's obligations under this Agreement that require or that may require Contractor's talent or expertise. Contractor may subcontract or assign obligations that do not require Contractor's talent or expertise. Any and all subcontractors or assignees shall be bound by all the terms and conditions of this Agreement. A. Assumption of risk; indemnification. Contractor acknowledges that provision of services under this Agreement may carry a risk of injury, illness, and/or death, and,with that knowledge, Contractor hereby assumes all such risks and hazards, some of which may be unknown. Contractor shall indemnify, save, and hold harmless the City and any and all of its employees, agents,volunteers,and/or elected officials from any and all losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incurred by Contractor or Contractor's servants, agents, employees, guests, and/or business invitees. B. Waiver. Contractor waives and releases,on behalf of Contractor and Contractor's heirs, executors, administrators, assigns, and/or personal representatives, any and all claims and recourse against City,including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Contractor's performance of this Agreement,whether such loss or damage may be attributable to known or unknown conditions, except for liability arising out of concurrent or sole negligence of City or its officers, agents or employees. C. Ownership. Any information, equipment, or materials furnished by City for the Contractor's use pursuant to this Agreement shall belong to City. Any City equipment or materials used by Contractor shall be returned to City in good working condition or order upon completion of the Agreement or upon WD's request. D. Photography and recording. City shall be authorized to photograph, record, video tape, reproduce,transmit,disseminate,and/or retain such recordings of training exercises and other activities, which may include visual or audio recordings of Contractor, for educational and public information purposes. City shall not be responsible for the actions of persons who are not under its employment or control. E. Fitness. Contractor acknowledges that provision of services under this Agreement will include physical and mental demands. Contractor attests that Contractor is physically fit and mentally sound and suffers from no condition, impairment, disease, infirmity, or other illness that may increase the risk of injury to or death of Contractor or others due to Contractor's provision of services under this Agreement. It shall be Contractor's sole responsibility to verify Contractor's physical and mental fitness to perform these services. Contractor shall clearly communicate to City personnel any concerns Contractor may develop about Contractor's ability to safely undertake physical,mental, or other aspects of any activity related to this Agreement. PROFESSIONAL SERVICES AGREEMENT—TRAINING SERVICES PAGE 2 Page 457 Item#18. F. Insurance to be obtained by Contractor. Contractor acknowledges and understands that City shall not provide insurance or benefit coverage of any kind for injury, death, or illness related to Contractor's provision of services under this Agreement. Contractor shall obtain and shall maintain, at Contractor's own expense, insurance in an amount necessary to insure Contractor's insurable interests. G. Termination for cause. If City determines that Contractor has failed to comply with any term or condition of this Agreement,violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud,dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party shall have the right to terminate the Agreement by giving written notice to the defaulting parry of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have five (5) days after receipt of such notice to cure the default. If the default is not cured within such period,this Agreement shall be terminated upon mailing of written notice of such termination by the terminating party. I. Default by City. In the event of termination for non-performance or default by City, City shall compensate Contractor for work actually completed by Contractor prior to the date of written notice of termination and any verified additional services and materials actually performed or supplied prior to the date of written notice of termination, less payments of compensation previously made, not to exceed the total amount of compensation allowed hereunder. 2. Default by Contractor. In the event of termination for non-performance or default by Contractor, City may reasonably withhold payments due until such time as the exact amount of damages due to City from Contractor is determined. Contractor shall not be relieved of liability to City for damages sustained by City by virtue of any breach or default of this Agreement by Contractor. This provision shall survive the termination of this Agreement and shall not relieve Contractor of liability to City for damages. H. Termination without cause. City may terminate this Agreement for any reason at any time by providing fourteen(14) days' notice to Contractor. I. Non-waiver of breach. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. J. Relationship of Parties. It is the express intention of Parties that Contractor is an independent contractor and neither Contractor nor any officer, employee, subcontractor, assignee, or agent of Contractor shall be deemed an employee, agent,joint venturer, or partner of City in any manner or for any purpose_ Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Contractor and City or between Contractor and any official, agent, or employee of City. Both parties acknowledge that Contractor is not an employee of City. Contractor shall retain the right to perform services for others during the term of this PROFESSIONAL SERVICES AGREEMENT—TRAINING SERVICES PAGE 3 Page 458 Item#18. Agreement. Specifically, without limitation, Contractor understands, acknowledges, and agrees: 1 Contractor is free from actual and potential control by City in the provision of services under this Agreement, 4. Contractor is engaged in an independently established trade, occupation,profession, or business. 5. Contractor has the authority to hire subordinates. 6. Contractor owns and/or will provide all major items of equipment necessary to perform services under this Agreement. K. Compliance with law. Throughout the course of this Agreement, Contractor shall comply with any and all applicable federal, state, and local laws. L. Non-Discrimination. Throughout the course of this Agreement, Contractor shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental,or sensory disability. M. Costs and attorneys' fees. If either party brings any action or proceedings to enforce, protect or establish any right or remedy under the terms and conditions of this Agreement, the prevailing party shall be entitled to recover reasonable costs and attorneys' fees, as determined by a court of competent jurisdiction, in addition to any other relief awarded. N. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation, performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. O. Cumulative Rights and Remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise,the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. P. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable,the remainder of this Agreement shall not he affected- Q. Successors and Assigns. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. R. Notice. Any and all notice required to be provided by either of the Parties hereto,unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed as follows: Contractor: Cif; Richard Everett Meridian Police Department 4094 E. Ettaro Avenue Attn: Training Academy Supervisor Meridian ID 83646 1401 E. Watertower Street Meridian ID 83642 Either party may change her/its address for the purpose of this provision by giving written notice of such change in the manner herein provided. PROFESSIONAL,SERVICES AGREEMENT—TRAINING SERVICES PAGE 4 Page 459 Item#18. S. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the Effective Date first written above. CONT OR: r Ric and Everett CITY OF MERIDIAN: BY: Attest: Robert E. Simison,Mayor Chris Johnson, City Clerk PROFESSIONAL SERVICES AGREEWNT—TRAINING SERVICES PAGE 5 page 460 Item#19. E IDIAN 'aAHO AGENDA ITEM ITEM TOPIC: Public Works: 2020 Environmental Excellence Awards Page 461 Item#19. C� fIEN , IN4, IDAHG-. MEMO TO CITY COUNCIL Request to Include Topic on the City Council Agenda From: Jason Korn, Public Works Meeting Date: December, 12020 Presenter: Jason Korn Estimated Time: 15 minutes Topic: Environmental Excellence Awards Recommended Council Action: Nothing Background: The Environmental Excellence Awards serve to recognize persons, businesses, and organizations for their successful and innovative environmental programs.Award winners were selected by the award committee from nominations submitted between December 2019 and March 2020. The 2020 recipients are Brett Baranco, The Boise Co-Op Meridian and The South Meridian YMCA This will be a recognition of the winners of the City's Environmental Excellence Awards. Page 462 Item#20. (:> E IDIAN*-----, AGENDA ITEM ITEM TOPIC: Police Department: Fiscal Year 2021 Budget Amendment for Alive at 25 Grant APPROVED Page 463 Item#20. E IDIAN:--- IDAHO C� MEMO TO CITY COUNCIL Request to Include Topic on the City Council Agenda From: Police Department Meeting Date: December 1, 2020 Presenter: Chief Jeff Lavey Estimated Time: 10 Minutes Topic: FY2021 Budget Amendment for Alive at 25 Grant Recommended Council Action: Final Spend Authority/Approval Background: Page 464 6 7 5 ! f h b Q 11-13-20 / 1 3 $ ! n f u J Item#20. 90:25AM City of Meridian FY2021 Budget Amendment Form Prior Year(s) Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Department Flame: Police Funding 2021 2022 2023 2024 2025 Title: Police Dept-Alive @ 25 Grant Funding Personnel $ 21,600 $ 21,600 $ 21,600 $ 21,600 $ 21,600 111stru than&for Submitting Bu dget Amenduleuts- Operating $ - $ - $ - $ - $ - ➢ Department wtl!send Amendment w]th Directors signature to Finance(Budget Analyst)far nwlew, Capital $ - Y Finance well sexed Amendment to councM liaison for signature Total $ - $ 21,600 $ 21,600 $ 21,600 $ 21,600 $ 21,600 >Counul[arson will send signed Amendment to mayor Total Estimated Project Cost: $ 108,00U y Mayor will send Signed Amendment to Finance(Budget Analyst} Evaluation Questions D 0name(Budget Malys[}will send approved copy ol'Amendment to Depamnent Please answer all Evaluation Questions using the financial data referenced above. Dopartmerit will add copy of Amendment to Council Agenda using Noym Agenda Manager 1. Describe what is being requested? Spend Authority of$21,600 wages to instruct Alive at 25 classes to Meridian area youth/young adults. This is annual grant funding by the Office of Highway Safety. I T2. Why was this budget request n_ot submitted during the currentfisral year budget cycle? _ The grant award occurred after the FY21 budget cycle was completed. 3._What is the explanation f_nr not submitting this budget reguestduring the next fiscal year budget cycle? Grant funding is for FY 2021 Oct 1-Sep 30 2021 and cannot wait until the next budget cycle without losing the grant funding. 4.Describe the proposed method of funding? If funding is split between Funds(i.e. General,Enterprise,Grant),please include the percentage split. List the amounts and sources of anticipated additional revenue that will result from approval of this request. Grant funding from Office of Highway Safety through ITD. Revenue neutral budget request 5.02es this request align with the Department/City's strategic plan? If not,please explain how this request was not included in the De pa rtm ent/City strategic plan? Lyes,continue to provide public safety via dedicated instruction of the Alive st 25 class to Meridian youth/young adults. — 6. Does this request require resources to be provided by other departments? If yes,please describe the necessary resources to be provided by other departments. 7.Does this Amendment include a ny needed Eq ui p ment or Software that will utiIixethe Ci 's network? Yes or N❑ 8.Is the amendment goin g to result in the dis osaI of an asset? es or No Imo 9.Any ad-di Tonal comm t ? L Total Amendment Request $ - Every effort should be made to ovoid reopening the budget for an amendment departments will need to provide back up and appear before the City Council to justify budget amendments. Budget amendments are intended for emergency or mandatory changes to the original bolonced budget. Changes to the original balanced budget may cause a funding shortfali. -- Page 466 `l r:itu of edo64inn 9vanon 0i�A. f A-A....—r _ . .. I Item#21. (:> E IDIAN*-----, AGENDA ITEM ITEM TOPIC: Police Department: Fiscal Year 2021 Budget Amendment for Traffic Enforcement Grant APPROVED Page 467 Item#21. E IDIAN:--- IDAHO C� MEMO TO CITY COUNCIL Request to Include Topic on the City Council Agenda From: Police Department Meeting Date: December 1, 2020 Presenter: Chief Jeff Lavey Estimated Time: 10 Minutes Topic: FY2021 Budget Amendment for Traffic Enforcement Grant Recommended Council Action: Give Final Spending Authority/Approval Background: Page 468 Qbhf!57: 11-18-20 Jufn!$32/ Item#21. 26AM City of Meridian FY2021 Budget Amendment Form Prior Years) Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Department Name: Police Fund ng 2021 2022 2023 2024 2025 Title: FY 21 Traffic Enforcement Grant Personne $ 35,WO instructions for Submitting Budget Amendments Operating $ 8,D00 $ $ $ $ >Department vAll send Amendment with Directors signature to Finance(Budget Analyst)for review Capital $ >Finance Will send Amendment to council unison far signature Total $ $ 43,013D $ - $ $ $ >council Ualson will send signed Amendment to Mayor Total Estimated Project Cost: $ 43,000 >Mayor will send signed Amendment to Finance(Budget Analyst) Evaluation Questions >Finance(Budget Analyst)will send approved impy of Amemirnent to Department Please answer all Evaluation Questions using the financial data referenced above. >Department will add copy ornrnendmem to council Agenda using nlavus Agenda Manager 1. Describe what is being requested? Spend Authority of$43,000 for Grant award from iTD for Traffic Enforcement for Overtime of$35,000 and travel/training of$8,000. This grant has a 25%match from the City. This match can be a comprised of Regular patrol hours dedicated and mileage dedicated to traffic enforcements and Officers'hours during Drug Recognition Expert(DRE) training. �2- Why was this budget request not submitted during the current fiscal year budget cyrJB? The grant award occurred after the FY21 budget cycle was completed. _What is the explanation for not submitting this budget request during the next fscal year budget.cycle? Grant award is for FY21-Oct 1-Sept 30,2021-and cannot wa:t until the next budget cycle without losing the grant funding 4.Describe the proposed method of funding? If funding is split between Funds(i.e. General,Enterprise,Grant),p ease include the percentage split. List the amounts and sources of anticipated additional revenue that will result from approval of this request. Grant funding from Office of Highway Safety through ITD. Revenue neutral budget request. 5.Does this request axign with the Department/City's strategic plan? If not,please explain how this request was not included in the Department/City strategic plan? Yes,Continue to provide public safety via enhanced traffic enforcements and additional DRE's on the Meridian Police Force. 6. Does this request require resources to be provided by other departments? If yes,please describe the necessary resources to be provided by other departments. No 7.Does this Amendment include any needed Equipment or Software that will utilize the Ci 's network? Yes or No _ 8.Is the amendment going to result in the disposal of an asset? Yes or No T 9.An additional comments? Total Amendment Request Every effort should be made to avoid reopening the budget for an amendment. Departments will need to provide backup and appear before the City Council to justify budget amendments. Budget amendments are intended for emergency or mandatory changes to the original balanced budget. Changes to the original balanced budget may cause a funding shortfall. Page 470 City of Meridian FY2020 Budge.Amencment Form C.Users,bfrasieMppDatalLocallMicrosoftlW'ndowsllNetCachelContent 0utlookl7PUD41J1',Traffic Enforcement Grant FY2021 BudgetAmendment Item#21. �OAHp Your Safety ; Your Mobility IDAHO TRANSPORTATION DEPARTMENT P.O. Box 7129 • Boise,ID 83707-1129 Your Economic Opportunity (208)334-8000 • itd.idaho.gov November 5, 2020 Sergeant Brandon Frazier Meridian Police Department 1401 E Watertower St Meridian, ID RE: FORMAL AUTHORIZATION TO PROCEED Dear Sergeant Frazier, Enclosed is the final copy of Meridian Police Department's FFY2021 Highway Safety Grant(Traffic Enforcement Section 402 and Catalog Federal Domestic Assistance 20.600),Traffic Safety Grant Number SPT2103 signed and approved by the Highway Safety Manager. Please consider this your formal authorization to proceed with all grant activities effective immediately. You are authorized reimbursement with federal funds, up to the dollar amount of$43,000 listed on the budget page of the grant document and the Office of Highway Safety(OHS) Grant Reimbursement Claim Form ITD 669. Please pay close attention to all objectives for this grant and submit your quarterly reports by the 151h of the month following the end of each fiscal quarter beginning October 1, 2020 and submit your final report no later than October 15, 2021. 1 am looking forward to working with you on this traffic safety grant and anticipate continued progress towards saving lives and making Meridian's roads safer. If you have any questions, please contact Denise Dinnauer at denise.dinnauer@itd.idRov or 208-334-4460. Sincerely, John Tomlinson Highway Safety Manager Enclosure Cc: Denise Dinnauer Page 471