HomeMy WebLinkAboutValley Regional Transit Installation of Public Artworki on Transit Stop Shelters MEMORANDUM OF AGREEMENT FOR INSTALLATION OF PUBLIC ARTWORK
ON TRANSIT STOP SHELTERS IN THE CITY OF MERIDIAN
This MEMORANDUM OF AGREEMENT FOR INSTALLATION OF PUBLIC
ARTWORK ON TRANSIT STOP SHELTERS IN THE CITY OF MERIDIAN("Agreement")
is made and entered into this 19th day of September , 2023 ("Effective Date"), by and
between Valley Regional Transit, a regional public transportation authority established pursuant
to the laws of the state of Idaho ("VRT"), and the Meridian Arts Commission, by and through
the City of Meridian, a municipal corporation established pursuant to the laws of the state of
Idaho ("City") (together, "Parties").
WHEREAS, pursuant to Title 40, Chapter 21, Idaho Code, VRT provides public
transportation services and support functions to City;
WHEREAS, pursuant to Idaho Code section 40-2109(4), VRT owns and operates bus
stop shelters within the City of Meridian, for the support of a safe and efficient public
transportation system;
WHEREAS, the City desires that public art will be a component of the Meridian
community, and by this Agreement, the Meridian Arts Commission ("MAC") and VRT will
partner to display Public Artworks on transit stop shelters ("Shelters") in Meridian, in the form
of original artwork, selected by MAC and printed on vinyl wraps, to be installed on such Shelters
("Transit Stop Public Artworks"), as a benefit to the public;
WHEREAS,the respective governing boards of VRT and City find the partnership set
forth in this Agreement to be in the best interest of the public;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged and agreed, the Parties agree as follows:
I.VRT'S RESPONSIBILITIES
A. Partner with City. VRT shall participate in the process of installing Transit Stop Public
Artwork on Shelters in Meridian as set forth in Exhibit A, to include identifying Shelters
suitable for display of a Public Artwork and notifying City's Arts & Culture Coordinator of
the location, measurements, and any other pertinent information regarding such Shelters; and,
upon City's request,providing feedback on the requests for qualifications or proposals or
calls to artists drafted by City seeking responses from artists qualified to and interested in
preparing designs for Transit Stop Public Artwork.
B. License conveyed. Subject to the terms and conditions of this Agreement, VRT hereby
extends to City a license to adhere Transit Stop Public Artwork to Shelters in Meridian, and
to maintain such Transit Stop Public Artwork as set forth herein. The license conveyed by
VRT to City shall be limited to these purposes and no others. City acknowledges and agrees
that the license granted herein is temporary, non-transferable and merely a permissive use of
the Shelters pursuant to this Agreement. City specifically assumes the risk that the license
MOA FOR TRANSIT STOP PUBLIC ARTWORKS
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408 74.0102.15 965090.2
conveyed by this Agreement may be terminated before City has realized the economic
benefit of the cost of installing Transit Stop Public Artwork on Shelters, and City hereby
waives and estops itself from asserting any claim that the license is in any way irrevocable
because City has expended funds on the Transit Stop Public Artwork and the Agreement has
not been in effect for a period sufficient for City to realize the economic benefit from such
expenditures.
C. Shelter improvements. This Agreement is not intended to, and shall not, preclude or
impede the ability of VRT to repair, relocate, maintain, or improve the Shelters as VRT
determines, in its sole discretion, is appropriate. Where feasible, VRT shall provide notice to
City of repair,relocation,maintenance,or improvement of any Shelter featuring Transit Stop
Public Artwork,
D. VRT Contact. VRT shall designate an individual to serve as VRT Contact, which individual
shall consult with City as requested throughout the design and installation of the Transit Stop
Public Artwork, and shall be authorized to make decisions on behalf of VRT related to
design and installation of the Public Artwork.
E. Process. VRT has reviewed, acknowledges, understands, and agrees to participate in the
partnership process as generally set forth in Exhibit A hereto.
II. CITY'S RESPONSIBILITIES.
A. Partner with VRT. City shall participate in the process of installing a Transit Stop Public
Artwork on Shelters in Meridian as set forth in Exhibit A.
B. City Contact. Unless otherwise designated by City, the Arts & Culture Coordinator shall
serve as City Contact, and shall consult and liaise with VRT and Artist throughout the design
and installation of the Transit Stop Public Artwork, and shall be authorized to make decisions
on behalf of City related to its design and installation.
C. Process. City has reviewed, acknowledges, understands, and agrees to participate in the
partnership process as generally set forth in Exhibit A hereto.
D. Payment for Artwork. City shall contract with the vinyl vendor to create and install the
Transit Stop Public Artwork, and shall pay all associated costs.
E. Maintenance. City shall have the sole right and responsibility to to execute, and to pay for,
all necessary maintenance and repair of the Transit Stop Public Artwork. Such maintenance
shall not interfere with the normal operations of the Shelter or inhibit the public access to or
use of the Shelter. City may determine, in its sole discretion, that the Public Artwork is
damaged beyond feasible repair, and may remove the Public Artwork, with thirty (30) days'
notice to VRT. VRT shall notify City if VRT perceives a need to maintain or repair the
Transit Stop Public Artwork.
MOA FOR TRANSIT STOP PUBLIC ARTWORKS
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40874.0102.15 96 5090.2
III.GENERAL PROVISIONS.
A. City and VRT Contacts. The Parties hereby designate the following individuals to serve as
the City Contact and VRT Contact, respectively:
City Contact: VRT Contact:
Cassandra Schiffler, Arts & Culture Coordinator Jason Rose,Communications Director
cschiffler@meridiancity.org jrose@ridevrt.org
208-884-5533 208-258-2739
Either Party may designate a new Contact by notifying the other Contact by the manner set
forth in this provision.
B. Notice. Communication between City Contact and VRT Contact may occur via e-mail or
telephone. All other 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 VRT:
City Clerk, City of Meridian Communications Department
33 E. Broadway Avenue Valley Regional Transit
Meridian, Idaho 83642 700 NE 2"d St., Suite 100
Meridian, ID 83642
C. Term. This Agreement begins immediately upon the Effective Date and shall automatically
renew annually, unless terminated as set forth herein.
D. Non-appropriation. Notwithstanding any other provision of this Agreement, City shall not
be obligated by any provision of this Agreement unless and until the Meridian City Council
appropriates adequate funds for the activities contemplated in this Agreement in the City's
budget for the applicable fiscal year. In the event that funds necessary to meet City's
obligations under this Agreement are not appropriated, this Agreement shall be terminated.
City shall notify VRT of any such non-appropriation of funds at the earliest practicable date.
E. Assignment. Neither party shall assign or sublet all or any portion of its respective interest
in this Agreement or any privilege or right hereunder, either voluntarily or involuntarily,
without the prior written consent of the other party. This Agreement and each and all of the
terms and conditions hereof shall apply to and are binding upon the respective organizations,
legal representative, successors, and assigns of the Parties.
F. No agency. For purposes of or in furtherance of this Agreement, neither party nor its
respective employees, agents,contractors,officials,officers,servants, guests, and/or invitees
shall be considered agents of the other in any manner or for any purpose whatsoever.
G. Hold harmless. For purposes of or in furtherance of this Agreement, each party and each of
its employees, agents, contractors, officials, officers, servants, guests, and/or invitees, shall
save and hold harmless the other party from and for any and all losses, claims, actions,
judgments for damages, or injury to persons or property and losses and expenses caused or
incurred by either party or any employee, agent, contractor, official, officer, servant, guest,
MOA FOR TRANSIT STOP PUBLIC ARTWORKS
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40874.0102,15965090.2
and/or invitee thereof associated with this Agreement, the license granted herein, and/or any
Transit Stop Public Artwork designed or installed pursuant hereto.
H. Compliance with laws. In performing the scope of services required hereunder, City and
VRT shall comply with all applicable laws, ordinances, and codes of Federal, State, and local
governments.
I. 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.
J. 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 attorneys' fees as determined by a court of competent
jurisdiction. This provision shall be deemed to be a separate contract between the Parties and
shall survive any default,termination or forfeiture of this Agreement.
K. Termination.
1. Grounds. Grounds for termination of this Agreement shall include, but shall not be
limited to: non-appropriation of funds necessary to meet City's obligations under this
Agreement; an act or omission by either party which materially breaches any term of this
Agreement; an act of nature or other unforeseeable event which precludes or makes
impossible the performance of the terms of this Agreement by either party; or a change in
or occurrence of circumstances that renders the performance by either party a detriment
to the public health, safety, or welfare.
2. Process. Either party may terminate this Agreement by providing thirty (30) days' notice
of intention to terminate. Such notice shall include a description of the breach or
circumstances providing grounds for termination. A fourteen (14) day cure period shall
commence upon provision of the notice of intention to terminate. If, upon the expiration
of such cure period, cure of the breach or circumstances providing grounds for
termination has not occurred, this Agreement may be terminated upon mailing of notice
of termination.
3. Removal. Upon termination of this Agreement, City shall promptly remove all existing
Transit Stop Public Artworks from the Shelters. Should City fail or neglect to promptly
remove the Transit Stop Public Artworks, VRT may do so and assess City for the costs
thereof. Provided, however, VRT and City may agree in writing that some or all of such
Transit Stop Public Artworks are to remain following termination, and by entering into
such an agreement City shall thereby disclaim all right, title and interest in and to the
same, and shall grant such Transit Stop Public Artworks to VRT at no cost.
MOA FOR TRANSIT STOP PUBLIC ARTWORKS
PAGE
408 74.0102.15965090.2
L. 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.
M. Construction and severability. If any part of this Agreement is held to be invalid or
unenforceable, such holding will not affect the validity or enforceability of any other part of
this Agreement so long as the remainder of the Agreement is reasonably capable of
completion.
N. 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 the governing body of either party becomes entitled to the benefit thereof,
notwithstanding delay in enforcement.
O. Approval required. This Agreement shall not become effective or binding until approved
by the respective governing bodies of both City and VRT. The Parties' signatories hereto
represent and warrant that each is duly authorized to bind, respectively, City and VRT to this
Agreement in all respects.
P. Exhibits. All exhibits attached hereto are fully incorporated as if set forth in full herein.
Q. 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.
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.
VALLEY REGIONAL TRANSIT:
ukkCGea Elaine Clegg(Sep 7,20 16 MDT)
Elaine Clegg, Chief Executive Officer
CITY OF MERIDIAN: Attest:
Robert E. Simison, Mayor 9-19-2023 Chris Johnson, City Clerk 9-19-2023
MOA FOR TRANSIT STOP PUBLIC ARTWORKS
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40874.0102.15965090.2
EXHIBIT A
TRANSIT STOP PUBLIC ARTWORK PARTNERSHIP PROCESS
STEP RESPONSIBLE PARTY TASK
1 City(City Attorney's Office) Prepare and negotiate proposed memorandum of agreement
with VRT establishing terms and conditions of City license
to install Transit Stop Public Artwork
2 VRT Identify transit stop shelters suitable to display Public
Artwork; notify Arts & Culture Coordinator of locations,
dimensions, and specifications
3 City(Arts& Culture Coordinator) Issue request for qualifications or proposals or call to
artists to engage artist to prepare design for Transit Stop
Public Artwork
5 City(Arts& Culture Coordinator) Convene panel to select artist and/or design; notify selected
artist and unsuccessful applicants
6 City(City Attorney's Office and Arts Prepare agreement for public artwork design; negotiate
& Culture Coordinator) agreement with selected artist; coordinate execution of
agreement by City and artist
7 City(Arts& Culture Coordinator, Collaborative exchange between VRT,Artist, and City;
Meridian Arts Commission), VRT, Artist delivers final Transit Stop Public Artwork design to
and Artist City
City(Meridian Arts Commission) Review and recommend approval of final Transit Stop 8 p
Public Artwork design
9 City(City Attorney's Office) Prepare resolution for City Council approval and Mayor's
signature, accepting the Transit Stop Public Artwork
design
10 City(City Council) Approve final Transit Stop Public Artwork design via
resolution
11 City(Arts& Culture Coordinator) Prepare,negotiate,and execute task order with vinyl
vendor to create and install approved Transit Stop Public
Artwork; pay vinyl vendor for associated costs
12 City(Arts & Culture Coordinator) Coordinate installation of Transit Stop Public Artwork
13 City (Arts & Culture Coordinator), Schedule/coordinate Transit Stop Public Artwork unveiling
VRT, and Artist event(as weather or other circumstances permit)
MOA FOR TRANSIT STOP PUBLIC ARTWORKS
PAGE 6
40874.0102.15965090.2
MOA with VRT for Artwork on Transit Stop
Shelters with all VRT edits
Final Audit Report 2023-09-07
Created: 2023-09-07
By: Jason Rose Orose@valleyregionaltransit.org)
Status: Signed
Transaction ID: CBJCHBCAABAATwSVF12BHdz-KbwlFKi4elZrloun0kam
WOA with VRT for Artwork on Transit Stop Shelters with all VR
T edits" History
,5 Document created by Jason Rose Orose@valleyregionaltransit.org)
2023-09-07-9:49:26 PM GMT
Ely Document emailed to Elaine Clegg (eclegg@ridevrt.org) for signature
2023-09-07-9:51:48 PM GMT
Email viewed by Elaine Clegg (eclegg@ridevrt.org)
2023-09-07-10:15.04 PM GMT
do Document e-signed by Elaine Clegg (eclegg@ridevrt.org)
Signature Date:2023-09-07-10:16:08 PM GMT-Time Source:server
Agreement completed.
2023-09-07-10:16:08 PM GMT
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