Memorandum of Agreement with Meridian Development Corp for Contribution to Historic Walking Tour ProjectMEMORANDUM OF AGREEMENT
FOR CONTRIBUTION TO HISTORIC WALKING TOUR PROJECT
This MEMORANDUM OF AGREEMENT FOR CONTRIBUTION TO HISTORIC
WALKING TOUR PROJECT ("Agreement") is made this 9 day of September, 2014 ("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 mutually agree that the preservation of history is a vital part of
retaining the character and heart of the community and to that end the City and the Historic
Preservation Commission (HPC) has undertaken the Historic Walking Tour Project ("Project"),
within which historic homes and buildings within the City have been identified as valuable and
integral to the fabric of our City and therefore should be noted and honored by their inclusion in a
public tour of the various structures. The means of identifying these gems of the community will be
by a permanent marker embedded in the sidewalk, inclusion in a written materials describing the
historical significance, a creation of a "Smart Tag" to create an interactive nature of the exhibit, and
a video piece electronically linked to the Smart Tag for each facility that will visually describe and
preserve the historical value of the facility for time immemorial. These structures are located
throughout various locations in and about Downtown Meridian, the project is done in joint
cooperation and with permission from the property owner Ada County Highway District ("ACHD")
for the sidewalk marker, as a benefit to the public;
WHEREAS, the Meridian Historic Preservation Commission intends to work with ACHD, and
MDC to install approximately twelve Project markers and at locations with the urban renewal
district boundaries in fiscal year 2015; and
WHEREAS, MDC is willing to contribute to City up to ten thousand dollars ($10,000.00)
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:
I. CITY'S RESPONSIBILITIES.
A. Project installation. Between October 1, 2014 and September 30, 2015, City agrees to
apply MDC's contributions to the installation of identifiers and preparation of information as
described in the above recitals for approximately twelve (12) Project sites in the Meridian
Urban Renewal Area as part of the Project. The applicable proposed sites are identified and
described in Exhibit A attached hereto and incorporated by reference herein.
B. Acknowledgment of contribution. If City decides to acknowledge contributors to the
Project, City shall acknowledge MDC on the identifiers and materials for the sites that are
part of the Project and the subject of this Agreement.
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C. Invoice MDC. City shall remit to MDC invoices, with receipts for payments rendered to
vendor(s) for the identifiers and materials for the various Project sites that are the subject of
this Agreement, and shall request reimbursement from MDC to City for such payments, in a
total amount not to exceed ten thousand dollars ($10,000.00).
II. 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 such invoice, in a total amount not to exceed ten
thousand dollars ($10,000.00).
B. Logo. MDC shall provide City with a copy of its logo, in digital format, for use on
contributor acknowledgments, if any, for the Project sites.
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. The officer or administrator charged with the responsibility of preparing
MDC's Fiscal Year 2015 budget shall include in the proposed budget the amount noted
herein, which will be duly considered by the Board along with the other proposed
expenditures for Fiscal Year 2015.
III. GENERAL TERMS.
A. Term. This Agreement begins immediately upon execution and shall remain in effect
through September 30, 2015.
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 33 E. Broadway Avenue
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. If
MEMORANDUM OF AGREEMENT FOR MDC's HISTORIC WALKING TOUR PROSECT CONTRIBUTION PAGE 2 OF 3
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.
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 unenforceability of any particular 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 on thisc3AIL
day of September, 2014.
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