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HomeMy WebLinkAboutMeridian Arts Commission/ Parks & Rec (Transit Stop Public Art) MDC Sponsorship ° Q o o C o r r r a rD w M t+ r w M a ►+ w r M t+ w w w w w w r r a r r r r r r r r a N 2t it a [N7 Q Q N 0 N r r �••� M M ►. w w M CD v < prpp ppFp prpp pipp+p pwppp prppp prppp Y F+ /pp-pp� r r Y F+ F+ O �C A A A A A A A A A A A 0 0 A A fp A A 00 '6 ao v goo Aa o o 0 0 0 0 0 0 0 0 o a a a o 0 0 0 0 0 y D fp 3 W Vn y D a A A A A A A ro A Gl GI y +n N N N N r r M M CL 00 r r DD r N N N N pWp N O O r r r to A N 7 O rA+rn m in C C Z Z SY LA $ 70 m mcl T C Q ro Vf C N oo T. r O ro ro wm % 3 3 N {7 3 0 _ 0 c 3 2. O r 7 w 7 a 3 W N CDN N D 7 p�i a 7 ; m aq_ ^ A a CD m m a M. Etn x D obi �' 3 Q- s 0 a 10 .. 0 .ft 1^ Vs M an sn an [n [n A^ N 0 CD n m qe $ gro 0 ti m rn n w �o3i ro N a n CD w CL N N iA In N V/ V/ V)N N QA N 1^va N N N fD 3 `di' O ry � ti Q 9 a 5 3 O n 3 J = 0 3 5o��s m a, °O n CD c 3 3 0 O a A 3 m m a y C m n Z N m w nZi p M 3 LM A. 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N ,'y S I y ti w S w c CI N N ^ N N 0 W C fD y In N to N r N Q. 4 w ; 001 7 Dl N n N c » - O. O d F a o0 0, fr q Q N A F w ry n N Y Y Y Y Y c D P 3 n P CD ^ 2 of • 1 < a o e E o ,..� M N g n a m O m 3 If o a ^ c w 3 t (D N W b D N rn N ^ NCL N ° Q o a, 7 C 1 > > 8 w 2 o t _ C1 pp aa - Q n�i a 7 5 < u c 3 3 ? CM c X7 o 0 3 w g °-' g s p Q 0 m a. < - .00. A .d. $ n o M d o' v 2 o _ 3 lu 7 c S = 01 1 m A n 3 ^ $ a nc 3 F v 5 of .". o o � d F 7 O D zi o. N o f a f A - rn w N O Ct C Q fl D C) 0 MEMORANDUM OF AGREEMENT FOR CONTRIBUTION TO TRANSIT STOP PUBLIC ARTWORKS This MEMORANDUM OF AGREEMENT FOR CONTRIBUTION TO TRANSIT STOP PUBLIC ARTWORKS ("Agreement") is made this 8th day of November 2023("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"). WHEREAS, City and MDC desire that public art will be a component of the Meridian community and to that end, City has undertaken the Transit Stop Public Artworks Project ("Project"), within which artwork will be transformed into vinyl wraps and used to cover bus slelters at various locations throughout Meridian, with permission from Valley Regional Transit ("VRT"), as applicable and as a benefit to the public; WHEREAS,the Meridian Arts Commission intends to work with artists and VRT to install bus shelter Project wraps in fiscal year 2024; and WHEREAS, MDC is willing to contribute to City up to eight thousand dollars ($8,000.00) toward expenses related to the Project; 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. CITY'S RESPONSIBILITIES. A. Project wrap installation. Between October 1,2023 and September 30, 2024, City agrees to invest MDC's contribution in the installation of bus slielter wraps on at least the following locations: one at 3rd and Pine, and one at Ten Mile Crossing. The parties intend these funds to be used on Project shelters within MDC's urban renewal district boundaries. B. Selection of artists. City shall include MDC in the process of selecting artists and/or artwork f'or transfer onto the Project shelters that are the subject of this Agreement. 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 for the final decision regarding selection of artists, artwork, and specific installation locations. C. Acknowledgment of sponsorship. If City decides to acknowledge sponsors of wraps installed as part of Project, City sliall acknowledge MDC on the Project wraps that are the subject of this Agreement. D. Invoice MDC. City shall remit to MDC an invoice for each Project shelter wrap installation, with receipts for payments rendered to vendor(s) for the Project wraps that are the subject of this Agreement, and shall request reimbursement from MDC to City for such payments, in a FY24 MOA MDC AND CrfY FOR TRANSIT'STOP PUBLIC ARTWORKS PROJECT CONTRIBUTION PACE I OF 3 total amount not to exceed eight thousand dollars ($8,000.00). IL 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 eight thousand dollars($8,000.00). B. Logo. MDC shall provide City with a copy of its logo, in digital format, for 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. 111. GENERAL TERMS. A. Term. This Agreement begins on the Effective Date and shall remain in effect through September 30, 2024. B. Notice. Notice required to be provided by either of the parties under this Agreement shall 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 f'or 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. If MDC is the terminating party, City shall be entitled to receive reimbursement for payments made for services properly performed by City to the date of termination. 2023-24 MOA MDC AND CITY FOR BUS SHELTER COMMUNITY ART PROJECT CONTRIBUTION PAGE 2 OF 3 E. Indemnification. To the fullest extent permitted by law and by Article VIII, section 4 of the Idaho Constitution, City agrees to indemnify, defend, and hold harmless MDC and its officers, agents, consultants, and employees from and against any and all liability, claims, losses, actions, or judgments, costs and fees, including any costs and attorney's fees incurred therein, for damages, losses, or injury to entities, persons or property for any act, error, or omission arising out of or in any way connected with the activities and programs described herein and/or the activities of City and its officers, employees, contractors, or agents related to or connected with this Agreement. F. 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. The invalidity or tlnenforceability of any provision of this Agreement shall not affect the other provisions, and this Agreement shall be construed in all respects as if any invalid or unenforceable provision were omitted. G. Applicable Law. The Agreement shall be governed by the laws of the State of Idaho and 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 executed this Agreement to effective on the date first noted above. ME 7=T CORPORATION: Attest: Dave Winder Chairman teve Vlasse , Secretary CITY OF MERIDIAN: Attest: Robert E. Simison, Mayor 11-8-2023 Chris Johnson, City Clerk 11-8-2023 2023-24 MOA MDC AND CITY FOR BUS SHELTER COMMUNITY ART PROJECT CONTRIBUTION PAGE 3 of 3 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 PAGE 1 40874.0102.15965090.2 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. NJOA FOR TRANSIT STOP PUBLIC ARTWORKS PAGE 2 40874.0102.15965090.2 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 f'or 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 PAGE 3 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 40874,0102.15965090.2 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: ukk ae 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 PAGE 5 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 8 City (Meridian Arts Commission) Review and recommend approval of final Transit Stop 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 40874.0102.15 965090.2 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(rose@valleyregionallransil.org) i Status: Signed Transaction ID: CBJCHBCAABAATwSVF12BHdz-KbwlFKi4elZrlounCkam "MOA with VRT for Artwork on Transit Stop Shelters with all VR T edits" History Document created by Jason Rose Qrose@valleyregionaltransit.org) 2023-09-07-9:49:26 PM GMT C'. 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 CSo 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 Powered by valleyreaionollronsit Adobe+ e Acrobat Sign