Memorandum of Agreement with Meridian Development Corp for Contribution to Traffic Box Community Art Project MEMORANDUM OF AGREEMENT
FOR CONTRIBUTION TO TRAFFIC BOX COMMUNITY ART PROJECT
This MEMORANDUM OF AGREEMENT FOR CONTRIBUTION TO TRAFFIC BOX
COMMUNITY ART PROJECT("Agreement")is made this 16th 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 desire that public art will be a component of the Meridian
community and to that end, City has undertaken the Traffic Box Community Art Project("Project"),
within which artwork created by community members will be transformed into vinyl wraps and used
to cover traffic control boxes at various locations throughout Meridian,with permission from the
property owner Ada County Highway District("ACHD"),as a benefit to the public;
WHEREAS,the Meridian Arts Commission intends to work with artists,ACHD,and MDC
to install at least three (3)Project wraps in fiscal year 2015;and
WHEREAS,MDC is willing to contribute to City five thousand dollars($5,000.00)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 wrap installation. Between October 1,2014 and September 30,2015,City agrees
to invest MDC's contribution in the installation of three(3)Project wraps in the Meridian
Urban Renewal Area as part of the Project. The selection of staff and/or vendors for Project
shall be made by City.
B. Selection of artists,traffic boxes. City shall include MDC in the process of selecting artists
and/or artwork for transfer onto the three(3)Project wraps that are the subject of this
Agreement. City shall include MDC in the process of selecting the traffic boxes on which
the three(3)Project wraps that are the subject of this Agreement are installed; such boxes
shall be located within the Meridian Urban Renewal Area. With regard to 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, or specific
installation locations.
C. Acknowledgment of sponsorship. If City decides to acknowledge sponsors of wraps
installed as part of Project,City shall acknowledge MDC on the three(3)Project wraps that
are the subject of this Agreement.
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D. Invoice MDC. City shall remit to MDC up to three (3) invoices, with receipts for payments
rendered to vendor(s) for the three (3) Project wraps 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 five thousand dollars ($5,000.00).
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 five
thousand dollars ($5,000.00).
B. Logo. MDC shall provide City with a copy of its logo, in digital format, for use on
sponsorship acknowledgment, if any, on the three (3) 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. 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 lD 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
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the project is not in the parties' best interest, by providing thirty (30) days written notice. If
MDC is the terminating parry, 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 this
day of September, 2014.
MERIDIAN DEVELOPMENT CORPORATION:
By:
CITY OF MERIDIAN:
Tammy d erd, Mayor
Attest:
,<
Nayc
City of
E IDIS IANDAHO
SEAL
ee lman, Clerk
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