HomeMy WebLinkAboutMeridian Library District Public Art Easement Agreement for 722 E. 2nd St. Meridian Idaho (2022-072463) ADA COUNTY RECORDER Phil McGrane 2022-072463
BOISE IDAHO Pgs=10 CHE FOWLER 08/17/2022 09:23 AM
RECORDING REQUESTED BY AND CITY OF MERIDIAN, IDAHO NO FEE
WHEN RECORDED RETURN TO:
City Clerk
City of Meridian
33 E.Broadway Avenue
Meridian,ID 83642
PUBLIC ART EASEMENT AGREEMENT: 722 E. 2nd Street, Meridian,Idaho
This PUBLIC ART EASEMENT A REEMENT ("Agreement") is made on this 16th
day of August, 2022 ("Effective Date"),by and between the City of Meridian, a municipal
corporation organized under the laws of the State of Idaho ("City"), and the Meridian Library
District, a public library district 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 community, and to that end, City will dedicate funds and contract with Andrei
Krautsou, also known as Key Detail, for the design, installation, and/or maintenance of a public
art mural at 722 E. 2nd Street, in Meridian, Ada County parcel no. R5672000870 ("Property");
specifically, on the south-facing exterior wall of the building located thereon;
WHEREAS, rantor owns the Property, and has agreed to make it available to the City
for the installation of a mural ("Mural")by Andrei Kratsou, also known as Key Detail ("Artist"),
as generally depicted in the Task Order For Mural Installation between City and Artist, executed
on June 28, 2022 and attached hereto as Exhibit A ("June 28, 2022 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. rantor 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 June 28, 2022 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,
and shall submit proof of such recording to rantor. For recording purposes, the legal
description of the Property is: 1650 S 30' OF LOT 6 S 30' OF LOTS 7 & 8 INC BLK 6
MERIDIAN TOWNSITE#98037950#95017937.
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
EMORANDU OF AGREEMENT BETWEEN CITY AND MERIDIAN LIBRARY DISTRICT
FOR DESIGN AND INSTALLATION OF MURAL PAGE 1
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.
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 and shall not interfere with the normal operations
of Property or inhibit the public access to and use of Property's services. City may determine, in
its sole discretion, that the Mural is damaged beyond feasible repair, and may remove or paint
over the Mural, with thirty (30) days' notice to Grantor. Grantor shall notify City if Grantor
perceives a need to maintain or repair the Mural.
MEMORANDUM OF AGREEMENT BETWEEN CITY AND MERIDIAN LIBRARY DISTRICT
FOR DESIGN AND INSTALLATION OF MURAL PAGE 2
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 and receive written approval by Property Owner.
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:
Meridian Library District City of Meridian
1326 W Cherry Lane Attn: City Clerk
Meridian ID 83642 33 E. Broadway Avenue
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.FORCE MAJEURE.Neither Party will be liable for failure to perform any duty under this
Agreement where such failure is due to unforeseeable causes beyond such Party's control. Such
causes may include, but shall not be restricted to, acts of God or nature, fire, flood, epidemic,
strike, crime, natural disaster, or any order of any court or state or federal agency.
13. 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.
14. 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
MEMORANDUM OF AGREEMENT BETWEEN CITY AND MERIDIAN LIBRARY DISTRICT
FOR DESIGN AND INSTALLATION OF MURAL PAGE 3
to timely perform any of the obligations hereunder shall constitute a breach and default
hereunder by the Party so failing to perform.
15. 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.
16. 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.
17. 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.
18. 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.
19. 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.
20. 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.
21. 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.
MEMORANDUM OF AGREEMENT BETWEEN CITY AND MERIDIAN LIBRARY DISTRICT
FOR DESIGN AND INSTALLATION OF MURAL PAGE 4
22. APPROVAL REQUIRED. This Agreement shall not become effective or binding until
approved by the Meridian Library District Board of Trustees and the City Council of the City of
Meridian.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
Effective Date first written above.
GRANTOR:
"-:h��CL/V)
Ct.�
Megan L s n, President, Board of Trustees
Meridian Library District
STATE OF IDAHO }
ss
County of } �^
I HEREBY CERTIFY that on this n,\_day of ,2022,before the undersigned, a Notary
Public in the State of Idaho, personally appeared MEGAN LARSEN, oven 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��¢qC;j�'/
N Q T RO� Notary Public for Idaho
Residing at ,Idaho
%,9j•'•�:°:6�� ��� My Commission Expires: \ �'�
CITY OF MERID till"
�\\,
BY: Attest:
Robert E. Simison, Mayor 8-16-2022 Chris Johnson, City Clerk 8-16-2022
STATE OF IDAHO }
: ss
County of Ada }
I HEREBY CERTIFY that on this 16th day of August 2022 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: 3-28-2028
MEMORANDUM OF AGREEMENT BETWEEN CITY AND MERIDIAN LIBRARY DISTRICT
FOR DESIGN AND INSTALLATION OF MURAL PAGE 5
KYhibit A
TASK ORDER FOR MURAL INSTALLATION
This TASK ORDER FOR MURAL INSTALLATION("Task Order") is made this 20th
day of June , 2022 ("Effective Date"), by and between the City of Meridian, a
municipal corporation organized under the laws of the State of Idaho ("City"), Andrei Krautsou,
also known as Andrey Kravtsov, also known as Key Detail, ("Artist"), an individual whose address
is 400 W 37"Street, Apt 9A New York, NY 10018.
WHEREAS,Artist and City have 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 Meridian Library District ("Owner") have entered into a
Memorandum of Agreement for Design and Installation of Mural, by which Agreement Owner has
agreed to allow City to install a public art mural at 22 E. 2nd Street, in Meridian, Idaho, Ada County
parcel no. R5672000870 ("Property"); specifically, on the south-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 will beautify public space, and Owner wishes to invite Artist to
install the mural, as designed, on the south-facing exterior wall of the building located at Property,
pursuant to the Memorandum of Agreement for Design and Installation of Mural entered into by
Owner and City;
WHEREAS, Owner has approved the mural design that was submitted and would like to
move forward with installation, per the letter attached in Exhibit A hereto;
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 south-facing exterior wall of the building
located at Property, a large-scale, painted mural installation as depicted in Exhibit B hereto
("Mural"). Artwork installation shall comply in all respects with this agreement, with any and
all applicable established industry standards, engineering standards, and with all established
policies and ordinances of the City of Meridian.
11. COMPENSATION.
A. Total amount.The total payment to Artist for services rendered under this Agreement shall
be four thousand, three hundred dollars ($4,300.00). 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
PROFESSIONAL SERVICES TASK ORDER-MURAL INSTALLATION PAGE I
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
sole responsibility of Artist.
C. Payment schedule. Artist shall be paid pursuant to the following benchmarks:
I. Timeline: $1,300.00 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: $3,000.00 shall be due to Artist within thirty (30) days of upon Final
Completion, which shall be defined as:
b. Complete installation of the completed Mural, as confirmed by City and Owner;
c. Final inspection and written approval of the installation of the Mural by City and
Owner;
d. Artist's submission to City of a recommended maintenance plan for the Mural; and
e. 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 July 1, 2022: Artist shall deliver to City a detailed timeline for
installation of the Mural.
2. By 5:00 p.m. by September 10,2022: Artist shall deliver to City a completely installed
Mural, as defined herein and as approved in writing by City and Owner;
3. By 5:00 p.m. by September 16,2022: Artist shall deliver to City:
a. Written recommended maintenance plan for the Mural; and
b. 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.
Iv.GENERAL PROVISIONS.
A. Master Agreement applies. All provisions of the Master Agreement apply and 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
PROFESSIONAL SERVICES TASK ORDER-MURAL INSTALLATION PAGE 2
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:
Nick Grove, Assistant Director
Meridian Library District
nick@mld.org
208-888-4451
2. City:
Cassandra Schiffer, Arts and Culture Coordinator
City of Meridian
cschiffer@meridiancity.org
208-884-5533
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:
V
Andrei Kra tsou/Andrey Kravtsov, also known as Key Detail
CITY OF MERIDIAN:
1
SF T
Attest:
Robert E. Sim ayor 6-28-2022 Chris Jolfnson, City Clerk 6-28-2022
PROFESSIONAL SERVICES TASK ORDER-MURAL INSTALLATION PAGE 3
Exhibit A
meridian
I l*ifi library
district
Hello Cassandra and the City of Meridian,
As a library district we have been pleased to work with the City of Meridian, the city's Arts
Commission, and the mural artist in finding a work of art to be installed on the facade at our
unBound branch. This addition of color and vibrancy are very welcomed to our city's downtown
core and will further help in activating the downtown experience. Many hours and months have
been spent bringing this to fruition, we are very excited to see this project continue forward.
The Meridian Library District would like to thank the artists for the willingness to work with us on
finding a mural design that was as unique and inviting as the unBound branch that it will be
painted onto later this year. It is with great pleasure that I'm able to officially send over this letter
of approval from the Meridian Library District to move forward with mural design for the SW
facing corner of the unBound Business and Technology Library located at 722 E. 2nd St. in
Meridian.
This design is truly amazing and again we want to say thank you thank you for your patience
and hardwork!
All the best,
Nick Grove
Assistant Director
Meridian Library District
EXHIBIT B
MURAL DESIGN CONCEPT
PROFESSIONAL SERVICES TASK ORDER-MURAL INSTALLATION PAGE 5