HomeMy WebLinkAboutTeam MC, LLC 1203 N. Main Street Public Art Easement Agreement (2021-133472) ADA COUNTY RECORDER Phil McGrane 2021-133472
BOISEIDAHO Pgs=10 NIKOLA OLSON 09/10/2021 08:44 AM
CITY OF MERIDIAN, IDAHO NO FEE
RECORDING REQUESTED BYAND
WHEN RECORDED RETURN TO:
CityMark
City of Meridian
33 E.Broadway Avenue
Meridian, ID 83642
PUBLIC ART EASEMENT AGREEMENT: 1203 N. Main Street
This PUBLIC ART EASEMENT AGREEMENT ("Agreement") is made on this 7th
day of September -1 2021 ("Effective Date"),by and between the City of Meridian,
a municipal corporation organized under the laws of the State of Idaho ("City"), and Team MC,
LLC, a limited liability company organized under the laws of the state of Idaho ("Grantor").
City and Grantor may hereinafter be collectively referred to as "Parties."
WHEREAS,the Parties desire that public art murals will be incorporated into the
Meridian downtown core, and to that end, City will dedicate funds and contract with Ben Konkol
for the design, installation, and/or maintenance of a public art mural at 1203 N. Main Street, in
Meridian, Ada County parcel no. R6129020215 ("Property"); specifically, on the north-facing
exterior wall of the building located thereon;
WHEREAS, Grantor owns the Property, and has agreed to make it available to the City
for the installation of a mural ("Mural")by Ben Konkol ("Artist"), as generally depicted in the
Task Order For Mural Installation between City and Artist, attached hereto as Exhibit A ("Task
Order");
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:
1. GRANT OF EASEMENT. Grantor conveys, grants and warrants to the City, its successors and
assigns, an easement for the purpose of installing, maintaining, and exhibiting the Mural on and
in the Property. Following Final Acceptance of the Mural as defined in the Task Order, the
Mural shall be the property of City.
2. TERM. This Agreement, and the easement granted hereunder, shall be effective until 11:59
p.m. on September 30, 2031 unless extended by mutual agreement of the Parties.
3. RECORDATION. City shall record this Agreement in the land records of Ada County Idaho,
IT recording to Grantor. For recording purposes, the legal
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4. TERMINATION.
a. Termination by Grantor. This Agreement, and the easement granted hereunder, may
be terminated by Grantor, at any time, upon thirty(30) days' written notice to City and
PUBLIC ART EASEMENT AGREEMENT: 1203 N.MAIN STREET,MERIDIAN PAGE
receipt of the City's written consent to terminate, upon Grantor's showing of any of the
following:
(1) That the property is to be sold and the buyer requires removal of the easement as a
condition of the purchase and sale; or
(2) That the property is to be refinanced and the lender requires removal of the
easement as a condition of the refinancing; or
(3) That the property is to be substantially remodeled or altered in a way that
precludes continued maintenance of the Mural;
(4) That Grantor's circumstances have materially changed and the continued
existence of the easement or maintenance of the Mural substantially impedes
Grantor's reasonable use and enjoyment of the Property.
City shall not unreasonably withhold consent to termination upon Grantor's satisfactory
demonstration of any of the foregoing conditions of termination. Grantor expressly
agrees and warrants that if Grantor terminates this Agreement, Grantor shall be
responsible for removing the Mural and restoring the Property to its prior condition, at
Grantor's sole expense. Such removal and restoration shall occur within thirty(30) days
of the termination of the easement,unless this period is extended in writing by the City.
Grantor further expressly agrees and warrants that if Grantor terminates this Agreement
prior to the expiration of the Agreement term set forth herein, Grantor shall donate to
City one thousand dollars ($1,000) for each year remaining of the term, which amount
City may utilize toward the installation of a public art mural at a different location.
b. Termination by City. This Agreement, and the easement granted hereunder, may be
terminated by City, at any time, upon thirty(30) days' written notice to Grantor, if City
determines that Grantor has failed to substantially perform Grantor's obligations under
this Agreement, or if City determines that the continued existence of the easement or
maintenance of the Artwork is no longer desired or if City is unable to maintain the
Artwork due to non-appropriation of funds. City expressly agrees and warrants that if
City terminates this Agreement, City shall be responsible for removing or painting over
the Mural and restoring the Property to its prior condition, at City's sole election and
expense. Grantor shall allow City access to Property necessary to complete such removal
or restoration. Such removal or restoration, if City so elects, shall occur within thirty(30)
days of the termination of the easement, unless this period is extended in writing by
Grantor.
c. Expiration of Term. Upon expiration of the term of this Agreement, as set forth herein
or as mutually extended by the Parties by written amendment as set forth herein, City
expressly agrees and warrants that City shall be responsible for removing or painting over
the Mural within thirty(30) days of the expiration of the easement, unless this period is
extended in writing by the Grantor.
5. MAINTENANCE AND REPAIR OF MURAL. During the term of this Agreement, as set forth
herein or as mutually extended by the Parties by written amendment as set forth herein, City
shall have the sole right and responsibility to determine the need for, and to execute, all
necessary maintenance and repair of the Mural. City may determine, in its sole discretion, that
the Mural is damaged beyond feasible repair, and may remove or paint over the Mural, with
PUBLIC ART EASEMENT AGREEMENT: 1203 N.MAIN STREET,MERIDIAN
thirty(30) days' notice to Grantor. Grantor shall notify City if Grantor perceives a need to
maintain or repair the Mural.
6. RIGHT OF ENTRY. City or City's contractor shall have the right to enter the Property during
normal business hours, and at all other times with advance approval of the Grantor, for any and
all of the purposes described in this Agreement. City shall provide Grantor at least forty-eight
(48)hours' prior notice of such entry.
7. BINDING EFFECT. The easement granted in this agreement shall run with the land and shall be
binding upon, and inure to the benefit, of the Grantor and the City, and their respective
representatives successors or assigns, and/or any person or entity acquiring any right, title, or
interest in the Property.
8. CONTRACTUAL RELATIONSHIPS;ASSIGNMENT. This Agreement does not designate either
Party as the agent or representative of the other for any purpose whatsoever. The Parties are not
granted any express or implied right or authority to assume or create any obligation or
responsibility on behalf of the other or to bind the other in any manner whatsoever. Neither Party
shall assign this agreement without the prior written consent of the other.
9. 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:
Grantor: City:
Team MC, LLC City of Meridian
Attn: Paul McKenna, Member Attn: City Clerk
429 E. Mango Drive 33 E. Broadway Avenue
Eagle ID 83616 Meridian ID 83642
Either Party may change its address for the purpose of this section by delivering to the other
Party written notification of such change, establishing a new address for noticing purposes, in
accordance with the requirements of this section.
10. NON-APPROPRIATION. Grantor acknowledges that City is a governmental entity, and the
validity of this Agreement is based upon the availability of public funding under the authority of
its statutory mandate.
11. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with
the statutes and constitution of the State of Idaho, including,without limitation, Article VIII,
Section 3, of the Idaho Constitution.
12. AMENDMENTS.No modification or amendment of the provisions of this agreement shall be
effective unless in writing and signed by authorized representatives of the parties.
13. TIME IS OF THE ESSENCE. The Parties acknowledge and agree that time is strictly of the
essence with respect to each and every term, condition, and provision hereof, and that the failure
to timely perform any of the obligations hereunder shall constitute a breach and default
hereunder by the Party so failing to perform.
PUBLIC ART EASEMENT AGREEMENT: 1203 N.MAIN STREET,MERIDIAN PAGE 3
14. BINDING UPON SUCCESSORS. Except as otherwise specifically provided herein, this
Agreement shall be binding upon any and all owners of the Property, any and all subsequent
owners thereof, and each and every other person acquiring an interest in the Property. Nothing
herein shall, or shall be construed to, in any way prevent the sale or alienation of the Property, or
any portion thereof, except that any sale or alienation shall occur subject to the provisions of this
Agreement, and any successive owner or owners shall be both benefited and bound by the
conditions and restrictions herein expressed.
15. SEVERABILITY. If any provision of this Agreement is held invalid by a court of competent
jurisdiction, such provision shall be deemed to be excised herefrom and the invalidity thereof
shall not affect any other provision or provisions contained herein.
16. ATTORNEY FEES. Should any litigation be commenced between the parties hereto
concerning this Agreement, the prevailing party shall be entitled, in addition to any other relief
as may be granted, to court costs and reasonable attorney fees as determined by such court. This
provision shall be deemed to be a separate contract between the Parties and shall survive, inter
alia, any default, termination, or forfeiture of this Agreement.
17. FINAL AGREEMENT. This Agreement sets forth all promises, inducements, agreements,
conditions, and understandings between City and Grantor relative to the subject matter hereof,
and there are no promises, agreements, conditions, or understandings, either oral or written,
express or implied, between City and Grantor, other than as are stated herein. Except as
otherwise specifically provided herein, no subsequent alteration, amendment, change, or addition
to this Agreement shall be binding upon the Parties unless set forth in writing and duly executed
by both Parties or their successors in interest.
18. 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
after either party becomes entitled to the benefit thereof, notwithstanding delay in enforcement.
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.
19. COMPLIANCE WITH LAWS. Throughout the course of this Agreement, the Parties shall
comply with all applicable laws, ordinances, and codes of Federal, State, and local governments.
This Agreement shall be governed by and construed and enforced in accordance with the laws of
the State of Idaho, and the ordinances of the City of Meridian.
20. ADVICE OF ATTORNEY. Each party warrants and represents that in executing this
Agreement, it has received independent legal advice from its attorney or the opportunity to seek
such advice.
21. APPROVAL REQUIRED. This Agreement shall not become effective or binding until
approved by the City Council of the City of Meridian.
PUBLIC ART EASEMENT AGREEMENT: 1203 N.MAIN STREET,MERIDIAN PAGE 4
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the
Effective Date first written above.
GRANTOR: STATE OF IDAHO )
County
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I HEREBY CERTIFY that on this 3 day of A u 9\)6�
Kris fa McKenna,Mej4er 2021,before the undersigned,a Notary Public in the State of
Team MC, LLC Idaho,personally appeared Krista McKenna,proven to me to
be the person who executed the said instrument,and
acknowledged to me that he 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.
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COMMISSION #67390 Notary Public for Idaho
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My Commission Expires:
CITY OF MERIDIAN:
BY: Attest:
Robert E. Simison, Mayor 9-7-2021 Chris Johnson, City Clerk 9-7-2021
STATE OF IDAHO )
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County of Ada )
I HEREBY CERTIFY that on this 7th day of
September , 2021 before the undersigned, personally
appeared ROBERT E. SIMISON and CHRIS JOHNSON,
known or identified to me to be the Mayor and City Clerk,
respectively, of the City of Meridian, who executed the
instrument on behalf of the City of Meridian, and
acknowledged to me that the City of Meridian 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 Idaho
Residing at Meridian Idaho
My Commission Expires: 3-28-2022
PUBLIC ART EASEMENT AGREEMENT: 1203 N.MAIN STREET,MERIDIAN PAGE 5
EXHIBIT A
TASK ORDER
PUBLIC ART EASEMENT AGREEMENT: 1203 N.MAIN STREET,MERIDIAN PAGE page 190
Item#10.
TASK ORDER FOR MURAL INSTALLATION
This TASK ORDER FOR MURAL INSTALLATION ("Task Order") is made this 20th
day of July , 2021 ("Effective Date"), by and between the City of Meridian, a
municipal corporation organized under the laws of the State of Idaho ("City"), and Ben Konkol
("Artist"), whose address is 916 %N 12th Street, Boise, ID 83709.
WHEREAS, on January 19, 2021, Artist and City entered into a Master Agreement for
Professional Services:Mural Design, Installation, and Maintenance ("Master Agreement"), which
establishes terms and conditions under which City may invite Artist to provide services including
consultations, design, installation, maintenance, and repair of murals,pursuant to separate project
task order(s) setting forth specific conditions, compensation amount, and scope of work; and
WHEREAS, City and Team MC, LLC ("Owner")have entered into a Public Art Easement
Agreement, by which Agreement Owner agreed to allow City to engage an Artist for the purpose of
designing a public art mural for potential installation at 1203 N Main Street, in Meridian, Ada
County parcel no. R6129020215 ("Property"); specifically, on the north-facing exterior wall of the
building located at Property;
WHEREAS,Artist has created a mural design that will establish a sense of place and local
identity in downtown Meridian, and beautify public spaces, and Owner wishes to invite Artist to
install the mural, as designed, on the north-facing exterior wall of the building located at Property,
pursuant to the Public Art Easement Agreement entered into by Owners and City;
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 install, on the north-facing exterior wall of the building
located at Property, a large-scale, painted mural installation as depicted in Exhibit A hereto
("Mural"). Artwork design, fabrication, and installation, and Site Restoration shall comply in
all respects with the RFP, with this agreement, with any applicable established industry
standards, engineering standards, and with all established policies and ordinances of the City of
Meridian.
II. COMPENSATION.
A. Total amount. The total payment to Artist for services rendered under this Agreement shall
be two thousand dollars ($2,000.00). This amount shall constitute full compensation for any
and all services, travel, transportation, materials, fabrication, shipping, equipment,
contingency, commission, artist fee, and costs of work to be performed or furnished by
Artist under this Task Order.
B. Method of payment. Artist shall provide to City invoices for services and deliverables
provided pursuant to the payment schedule set forth herein, which City shall pay 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 Artist under the terms and conditions
of this Task Order. Payment of all taxes and other assessments on such sums shall be the
PROFESSIONAL SERVICES TASK ORDER—MURAL INSTALLATION PAGE I Of 4
sole responsibility of Artist.
C. Payment schedule. Artist shall be paid pursuant to the following benchmarks:
1. Timeline: $1,000.00 shall be due to Artist within thirty(30) days of Artist's delivery of
a detailed timeline for installation of the Mural, describing the estimated date of
completion of each phase of the installation process.
2. Final Completion: $1,000.00 shall be due to Artist within thirty(30) days of upon Final
Completion, which shall be defined as:
a. Complete installation of the completed Mural, as confirmed by City and Owner;
b. Final inspection and written approval of the installation of the Mural by City and
Owner;
c. Artist's submission to City of a recommended maintenance plan for the Mural; and
d. Execution of a mutually agreed-upon acceptance agreement, to be prepared by the
City Attorney's Office, to include affirmation of Artist's indemnification of City and
express waiver of Artist's right, title, or interest in the Mural.
III.TIME OF PERFORMANCE.
A. Timeline. In the provision of services and deliverables under this Task Order, Artist shall
meet the following deadlines:
1. By 5:00 p.m. by August 12, 2021: Artist shall deliver to City a detailed timeline for
installation of the Mural.
2. By 5:00 p.m. by September 30, 2021: Artist shall deliver to City:
a. Completely installed Mural, as defined herein and as approved in writing by City and
Owner;
b. Written recommended maintenance plan for the Mural; and
c. Signed acceptance agreement.
B. Time of the essence. The Parties acknowledge that services provided under this Task Order
shall be performed in a timely manner. The Parties acknowledge and agree that time is strictly
of the essence with respect to this Task Order, and that the failure to timely perform any of the
obligations hereunder shall constitute a breach of, and a default under, this Task Order by the
party so failing to perform.
III.GENERAL PROVISIONS.
A. Master Agreement applies. All provisions of the Master Agreement are incorporated by
reference and made a part of hereof as if set forth in their entirety herein.
B. Owner's and City's designated representatives. Stakeholders have vested in the following
representatives the authority to provide to Artist input and approval under this Agreement. Any
Stakeholder may change its authorized representative and/or address for the purpose of this
paragraph by giving written notice of such change to Artist and to City.
1. Owner:
PROFESSIONAL SERVICES TASK ORDER—MURAL INSTALLATION PAGE 2 of 4 page 192
Paul McKenna, Member
Team MC, LLC
meridiancycles@gmall.com
2. City:
Audrey Belnap, Arts and Culture Coordinator
City of Meridian
abelnap@meridiancity.org
C. City Council approval required. The validity of this Task Order shall be expressly
conditioned upon City Council action approving same. Execution of this Task Order 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 Task Order on the
Effective Date first written above.
ARTIST:
Ben Konkol
CITY OF MERIDIAN:
Attest:
Robert E. Simison, Mayor 7-20-2021 Chris Johnson, City Clerk 7-20-2021
PROFESSIONAL SERVICES TASK ORDER—MURAL INSTALLATION PAGE 3 of 4 page 193
Item#10.
EXHIBIT A
MURAL DESIGN CONCEPT
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k
PROFESSIONAL SERVICES TASK ORDER—MURAL INSTALLATION PAGE 4 of 4 Page 194