HomeMy WebLinkAboutMeridian Development Corporation Traffic Box Art 2022 MOA MEMORANDUM OF AGREEMENT
FOR CONTRIBUTION TO TRAFFIC BOX COMMUNITY AR'T I'RO,IEC T
This MEMORANDUM O)F AGREEMENT FOR CONTRIBUTION TO TRAFFIC BOX
COMMUNITY ART I'RO.IECT("Agreement") is made this I I th day of May, 2022 ("Effective
Date"),by and between the City of Meridian,a municipal corporation organized under the laws of
the State of Idaho("City"),and Meridian Development Corporation,an Urban renewal agency
organized under the laws of the State of Idaho ("MDC").
\VFIEREAS, City and MDC desire that public art will be a component of the Meridian
community and to that end,City has Undertaken tile'Traffic Box Community Art project
("Project"). %Within which artwork created by community members will be transformed into vinyl
wraps and Used to cover traffic control boxes at various locations throughout Meridian, with
permission from the property owner Ada County I lighway District("ACFiD"),as a benefit to the
public;
NVIIEREAS,the Meridian Arts Commission intends to work with artists, ACI ID,and MDC
to install traffic box Project wraps in fiscal year 2020-21;and
NVIIERF,AS, MDC is willing to contribute to City up to two thousand five hundred dollars
(S2,500.00) toward expenses related to the Project;
NON' ,TIiEREFORE, forgood 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. CITI'S IZESPONSIR11.111ES.
A. Project (crap installation. Between May 11, 2022 and September 30,2022, City agrees to
invest MDC's contribution in the installation ofart wraps on at least the following
intersections Meridian/Waltman; Meridian/Broadway and Meridian/Fairview. The parties
intend these funds to be used on Project boxes within MDC's downtown Urban renewal
district boundaries. The specific locations must be approved in writing by the MDC
Administrator.
13. Selection of artists,traffic boxes. City shall include MDC in the process of selecting artists
and/or artwork for transfer onto the Project boxes that are the subject of this Agreement.
City shall include MDC in the process ofselecting the traffic boxes for the Project wraps.
All Project boxes considered and selected must be located within the Meridian Urban
Renewal Area. Regarding decisions related to selection of artists,artwork, or specific
installation locations,City shall duly consider MDC input and shall make a reasonable effort
to come to consensus; however, City shall be responsible far the final decision regarding
selection ofartists, artwork,or specific installation locations.
C. Acknowledgment of sponsorship. IfCity decides to acknowledge sponsors of wraps
installed as part of Project, City shall acknowledge MDC on the Project wraps that are the
subject of this Agreement.
2022 MOA MDC AND CI1Y I-oR TRAI rIC Box COMMUNI I Y Alt I PROJ[CI CON I RIBUI ION PACE I or 3
1). Invoice NIDC. City shall remit to MDC an invoice for each Project box, with receipts for
payments rendered to vendor(s) for the Project wraps that are the subject of this Agreement,
and shall requetit reimbursement from MDC to City for such payments, in a total amount not
to eXcecd two thousand live hundred dollars($2,500.00).
11. MDC's RESPONSIBILITIES.
A. Reimbursement. Within thirty(30)days of receipt of each of City's invoices, MDC shall
provide payment to City in the amount of each invoice,with the total amount sought for
reimbursement not to exceed two thousand live hundred dollars ($2,500.00).
13. Logo. MDC shall provide City with a copy of its logo, in digital format, f'or Use on
sponsorship acknowledgment, if any, on the Project wraps that are the subject of this
Agreement.
C. Appropriation. Notwithstanding anything in this Agreement to the contrary, MDC's
obligations under this Agreement to provide payment to City as described herein shall be
subject to and dependent Upon appropriations being made by the MDC governing board for
such purpose.
IILGENER:IL TERMS.
A. Term. This Agreement begins May 11,2022 and shall remain in effect through September
30,2022.
B. Notice. Notice required to be provided by either of the parties under this Agreement steal I
be in writing and be deemed communicated when mailed by United States Mail,addressed
as follows:
City: City of Meridian MDC: Meridian Development Corporation
City Attorney's Office Ashley Squyres, Administrator
33 E. Broadway Avenue 104 East Fairview Avenue#239
Meridian ID 83642 Meridian ID 83642
Either party may change its address for the purpose of this paragraph by giving formal
notice of such change to the other in the manner herein provided.
C. Entire agreement; modification. This Agreement embodies the entire agreement and
Understanding between the parties pertaining to the subject matter of this Agreement, and
supersedes all prior agreements,understandings, negotiations, representations, and
discussions, whether verbal or written, of the parties pertaining to that subject matter. The
Agreement may not be changed, amended, or superseded Unless by means of writing
executed by both Parties hereto.
D. Termination. Either party may terminate this Agreement in whole,or in part, due to
convenience, nonappropriation, or when either or both parties agree that the continuation of
the project is not in the parties' best interest, by providing thirty(30)days written notice. I f
2022 MOA MDC AND CFI Y FOItTRAH IC BOX COMMUNI f1'ART PROJECT CON"rRIRITI IOy PAGE 2 OF 3
MDC is 1.he'IerminatI _party, City shall be entitled ito rcceivc r-eimbursicnient for tmymcn'Is
nmade'For scrvices properly perionmed by City to the date of termination.
[ . Indem nilication. 'To the!idlest extent pennilted by law and Iby Article VII I, section 4 of
the Idaho(Constitution,City agrees to indemnify,defend,and hold harmless MDC and its
of7icers.,•agents,Consultants, and employees from and ragaimsi any;and all liability,ciairris,
losses,•aciions, or judgments,(costs and fees, including any 1cosis and attorney's Fees incur red
therein, for damages. losses, or injury Ito entities, persons or property Igor ally act,error, or
omission arising,out ofOr in-any Wa'y�connecied'with the•activities-and ,programs dca,cifbcd
herein and/or the-activities of C ity and its ol'f icers,employees,contracitors, or agents rel5ited
to or connected with this Agreement.
F. Severability. If any apart of'this Agreement is held to be invalid or trnenforceablc,'sucn
Iholding'will 'not ailect the validity orenforceabiGty ofany other part,of th6 Agreement'su
long as the remainder of the Agreement its reasonably carmble oftompieiion. The inValldlty
or unenforceability of-any[provision ofthis Agreement shall not al`Tect'the odner provisions,
and this Agreement steal I be construed in all respects as if any invalid or Unenforcreable
provision,were omitted.
G. Atppikable Law. The Agreement shall be governed by the laws of file S'tatc of Idalau alid
jurisdiction for any disputes arising hereunder shall be in the Fourth Judicial District, Ada
County,State of Idaho.
IN WITNESS WHEREOF,the parties hereto have ex1ccuted this Agreement to effective bti
the date first noted above.
ME AN DEVELOPM NT CORPORATION:
Attest: G�
Dave Winder Chairman StCeVlassek,S retary
CITY OF tti1ERIDIAN: Attest:
Robert E. Simison, Mayor Chris Johnson, City Clerk
2022MOAMDCANnCIIYFORTRArrlc Box CUhINIUNIIYAio PR(UI:CI CON IRInUIION PAU 3oi 3