HomeMy WebLinkAboutMemorandum of Understanding with Meridian Development Corp for Downtown Trees and Tree BoxesMEMORANDUM OF UNDERSTANDING
Downtown Trees and Tree Boxes
This Memorandum of Understanding between the City of Meridian, a munici al cor ora#ion
organized under the laws of the State of Idaho "Cit " and the ' ' p P
( y ), Meridian Development Corporation, an
urban renewal agency created and established pursuant to the Idaho Code and the Cit of Meridian
ordinances and resolutions ("MDC"}. Cit and MDC ma hereina r y
y y fte be collectively referred to as
"Parties."
The general purpose of this Agreement is to make provisions for the pa ment and
reimbursemen# of certain costs for replacement of downtown trees a y
nd tree Boxes (the "MOU"} and is
made this ~ day of Se~ptern~r; 2091("Effective Date"}
WHEREAS, City and MDC are separate legal entities, and
WHEREAS, the City annually budgets, funds, and pays for the repair and replacement of
downtown trees and tree boxes located upon the public sidewalks within the Urban Renewal Agenc
Boundary; and y
WHEREAS, the City and MDC mutually benefit from the necessary replacement of trees and
damaged or worn tree boxes; and
WHEREAS, Replacement of trees and tree boxes in downtown Meridian, as needed, serves a
public purpose and provides public benefit to the City and MDC including beautification, revitalization
and redevelopment of downtown Meridian; and
WHEREAS, Replacement of trees and tree boxes in downtown Meridian, as needed and in
cooperation with the City, conforms with the Meridian Revitalization Plan and the stated Urban Renewa[
Plan Objectives of MDC; and
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;
9. SCOPE OF WORK. The City shall provide MDC with an annual "Scope of Work" attached
hereto as Exhibit A specifying the downtown trees andlor tree boxes proposed to be
replaced ~n the upcoming fiscal year and the estimated cost of the replacements. This
annual Scope of Work must be provided to MDC on or before June 30 so MDC may to
utilize it in its budgeting process. MDC ~s not responsible to reimburse the city for any items
or work done outside or beyond the approved Scope of Work. Should the entire Scope of
Work not be completed by the City in a particular fiscal year then MDC shall only be
responsible to reimburse the city for work completed in accordance with this MOU in the
applicable fiscal year. A new Scope of Work must be approved for each fiscal year. The
Scope of Work.for the current fiscal year is attached hereto as Exhibit A and incorporated by
reference herein. Execution of this MOU by the parties constitutes acceptance of Exhibit A.
2. REIMBURSEMENT. The City shall pay for all costs and expenses associated with the
replacement of tree and tree boxes noted in the Scope of Work. MDC agrees to reimburse
the City for fifty percent (50%} of the expenses incurred and paid by the City for the
replacement of the trees and tree boxes in the approved Scope of Work for the fiscal year.
the total amount to be paid by MDC under this agreement shall not exceed twenty five
Memorandum of Understanding Downtown Tree Replacement
#housand dollars x$25,000.00) per fiscal year. The Cit shall su `
showing the total cost incurred and Y bm~t an invoice to MDC
paid by the City for replacement of trees and tree boxes
in accordance with this MOU. The City's invoice shall include do
costs incurred and paid by the Cit , MDC a cumentation of the actual
Y grees to reimburse the City for 50% of those
approved costs incurred, up to the cap set forth above, within fort five 45 da `
said Invoice. Y ~ } ys of receipt
3. INDEMNIFICATION. City shall, and hereby does, indemnif save hol
MDC and all of MDC's officers a Yt ~ d harmless and defend
, mployees, agents, volunteers, consultants, contractors,
and/or elected and appointed off~c~als from any and all liabilit ,losses claims
action, suits and judgments for lama es or in'u Y ~ causes of
g ~ ry to persons or property, and from any and
all losses, fees and expenses related to the replacement and on- oin maint
trees and tree boxes which are the sub'ect of this g g enance of the
j Mou.
4. TERMINATION. City or MDC may immediately terminate this A reement for
any time with ten ~~ 0} days written notice. MDC g any reason at
shall only be responsible to reimburse the
City for work performed under this MQU prior to the date of termination.
5. NoN~INAIVER. A waiver of any breach or default of any provision of this A reement
be construed as a waiver of a breach of th g shall not
e same or any other provision hereof,
6. TERM OF AGREEMENT. This Agreement shall become effective as of the Effectiv
shall be for a term of one ear from th a Date, and
Y e Effective Date unless earlier terminated in the
manner as set forth in this Agreement. This Agreement shall be renewed automaticall for
one-year periods thereafter unless terminated b either art in the Y
Agreement. Y p Y manner provided in this
7, RELATIONSHIP OF PARTIES. !t is the ex ress intention '
p of Parties that MDC and City are
independent, separate entities which have a business relationshi as communit artner
Nothing in this Agreement shall be inter rete p Y p s.
relationshi p d or construed as creating or establishing the
p of partners or joint ventures between MDC and City or between MDC and an
official, agent, or employee of City. ~ Y
8. COMPLIANCE WITN LAW, Throughout the course of this A reement MDC and '
comply with any and all a licable fede g City shall
pp ral, state, and local laws.
9, NoN-DISCRIMINATION. In fulfilling or exercising any right or obli anon under this A r
MDC and Ci#y shall not discriminate a airs g g Bement,
g t any person as to race, creed, religion, sex, age,
national origin, sexual orientation or any physical, mental, or senso disabilit .
~ Y
10. ENTIRE AGREEMENT. This Agreement constitutes the entire understandin betty
Parties. This Agreemen# su ersedes an g Ben the
p y and all statements, promises, or inducements
made by either party, or agents of either party, whether oral or written, and whether revi
to the execution hereof or contemporaneous herewith. The ter p ous
not be enlar ed modified or ms of this Agreement may
g altered except upon written agreement signed by both parties
hereto.
'I'l. AGREEMENT GOVERNED BY IDAHO LAW. The laws of the State of Idaho shall ov
validity, interpretation, performance and enfo g ern the
rcement of this Agreement. Venue shall be in
the courts of Ada County, Idaho.
Memorandum of Understanding Downtown Tree Replacement
12. CUMULATIVE RIGHTS AND REMEDIES. All rights and remedies herein enumerated shat( 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 bylaw shall not be to the exclusion of
any other remedy.
13. SEVERABILITY. If any provision of this Agreement is found by a court of competent
~ur~sdiction to be ~Ilegal, invalid, or unenforceable, the remainder of this Agreement shall not
be affected.
14. NoricE. 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:
MDC: City:
Ashley Ford City Clerk
MDC Gity of Meridian
33 E. Broadway 33 E. Broadway Ave.
Meridian, Idaho 83642 Meridian, ID 83642
Wifh a copy to:
Joe Borton
Borton - Lakey
131 o N. Main St.
Meridian, ID 83642
Parks Department
City of Meridian
33 E. Broadway
Meridian, ID 83642
Any party may change its respective address for the purpose of this paragraph by giving
written notice of such change in the manner herein provided.
15. CITY COUNCIL AND MDC BOARD APPROVAL REQUIRED. The validity of this Agreement shall
be expressly conditioned upon City Council and MDC Board action approving the
Agreement. Execution of this Agreement by the persons referenced below prior to such
ratification or approval shall not be construed as proof of validity in the absence of said
approval.
16. COUNTERPARTS. This M~U may be executed in counterparts, each of which is deemed to
bean original but all of which constitute the same document.
1l. CONSTRUCTION. This M4U is the result of negotiations between the parties and the terms of
this MOU must be construed in accordance with their usual and customary meanings. The
parties hereby waive the application of any rule of law which would otherwise be applicable
in connection with the construction of this M4U and any of its terms or provisions against
the part}r who for whose attorney) prepared the MOU or any earlier drafts},
1$. TIME IS OF THE ESSENCE. Time is of the essence in the performance of this M4U.
Memorandum of Understanding Downtown Tree Replacement
IN WITNESS WHEREOF, the parties hereto have executed this A reement
of r, 20~ ~ and made effective on the 9 on the ____` day
date first described above.
D~~-j
MERIDIAN DEVELOPMENT CORPORATION:
Julie Pi i
Chairman -Meridian Development Corporation
CITY OF MERIDIAN:
BY:
Attest:
Memorandum of. Understanding Downtown Tree Replacement 4
'/ / a~
Tammy de e d, Mayor