Master Improvement Agreement with MDC Meridian Development Corp for Meridian Downtown ImprovementsMASTER IMPROVEMENT AGREEMENT
BETWEEN MERIDIAN DEVELOPMENT CORPORATION AND CITY OF MERIDIAN
This MASTER IMPROVEMENT AGREEMENT BETWEEN MERIDIAN
DEVELOPMENT CORPORATION AND CITY OF MERIDIAN ("Master Improvement
Agreement"), is made and entered into this 7th day of October, 2014 by and between the
Meridian Development Corporation, an urban renewal agency organized under the laws of the
State of Idaho (hereinafter "MDC"), and the City of Meridian, a municipal corporation organized
under the laws of the State of Idaho ("City") (collectively, "Parties").
WHEREAS, City and MDC have developed a relationship of cooperation and
partnership and are mutually interested in enhancing the Meridian community's quality of life,
supporting downtown businesses, and stimulating economic development in the urban renewal
area by installing public facilities and improvements;
WHEREAS, by this Agreement, MDC and the City intend to accomplish the following,
in a manner consistent with their respective legal and fiduciary responsibilities: to enhance the
parties' ability to plan for and accommodate long-term operational and maintenance needs
through early consultation between the City and MDC; to establish a consistent process for each
party's initiation of projects and consideration of requests; and to provide the general conditions
for City's acceptance of completed projects affecting City's property, operations, and
maintenance;
WHEREAS, the Parties intend to utilize this Agreement as a master agreement
establishing a general framework for approaching collaborative improvement projects
undertaken by either Party or both Parties, and further intend to establish specific roles and
responsibilities in separate agreements customized for each project ("Project Agreement");
NOW, THEREFORE, for and in consideration of the covenants, agreements and
conditions hereinafter set forth, the parties mutually agree as follows:
I. MDC'S OBLIGATIONS
A. Prior to installing, constructing, or seeking bids, proposals, or grants for any capital
improvement, fixture, facility sign, artwork, landscaping, or vegetation ("Improvement")
toward which MDC expects City to assume ownership, or operation and maintenance
responsibilities for such Improvements, MDC agrees to consult with City, in the manner
described herein and in the applicable Project Agreement, at the Concept, Design,
Construction, and Close-out phases of such Improvement, as a condition precedent to City's
contribution of funding, assumption of ownership, or operation and maintenance
responsibility for such Improvements.
B. MDC shall provide City the name, e-mail address, and telephone number of specific MDC
personnel (hereinafter "MDC Contact") who shall serve as the primary contact between
MDC and City for all day-to-day matters regarding consultation at the Concept, Design,
Construction, and Close-out phases of all Improvements.
MASTER IMPROVEMENT AGREEMENT BETWEEN MDC AND CITY PAGE 1
MASTER IMPROVEMENT AGREEMENT
BETWEEN MERIDIAN DEVELOPMENT CORPORATION AND CITY OF MERIDIAN
This MASTER IMPROVEMENT AGREEMENT BETWEEN MERIDIAN
DEVELOPMENT CORPORATION AND CIJY OF MERID AN ("Master Improvement
Agreement"), is made and entered into this Z day of sr , 2014 by and between the
Meridian Development Corporation, an urban renewal agency organized under the laws of the
State of Idaho (hereinafter "MDC"), and the City of Meridian, a municipal corporation organized
under the laws of the State of Idaho ("City") (collectively, "Parties").
WHEREAS, City and MDC have developed a relationship of cooperation and
partnership and are mutually interested in enhancing the Meridian community's quality of life,
supporting downtown businesses, and stimulating economic development in the urban renewal
area by installing public facilities and improvements;
WHEREAS, by this Agreement, MDC and the City intend to accomplish the following,
in a manner consistent with their respective legal and fiduciary responsibilities: to enhance the
parties' ability to plan for and accommodate long-term operational and maintenance needs
through early consultation between the City and MDC; to establish a consistent process for each
party's initiation of projects and consideration of requests; and to provide the general conditions
for City's acceptance of completed projects affecting City's property, operations, and
maintenance;
WHEREAS, the Parties intend to utilize this Agreement as a master agreement
establishing a general framework for approaching collaborative improvement projects
undertaken by either Party or both Parties, and further intend to establish specific roles and
responsibilities in separate agreements customized for each project ("Project Agreement");
NOW, THEREFORE, for and in consideration of the covenants, agreements and
conditions hereinafter set forth, the parties mutually agree as follows:
I. MDC's OBLIGATIONS
A. Prior to installing, constructing, or seeking bids, proposals, or grants for any capital
improvement, fixture, facility sign, artwork, landscaping, or vegetation ("Improvement")
toward which MDC expects City to assume ownership, or operation and maintenance
responsibilities for such Improvements, MDC agrees to consult with City, in the manner
described herein and in the applicable Project Agreement, at the Concept, Design,
Construction, and Close-out phases of such Improvement, as a condition precedent to City's
contribution of funding, assumption of ownership, or operation and maintenance
responsibility for such Improvements.
B. MDC shall provide City the name, e-mail address, and telephone number of specific MDC
personnel (hereinafter "MDC Contact") who shall serve as the primary contact between
MDC and City for all day-to-day matters regarding consultation at the Concept, Design,
Construction, and Close-out phases of all Improvements.
MASTER IMPROVEMENT AGREEMENT BETWEEN MDC AND CITY PAGE I
II. CITY'S OBLIGATIONS
A. City agrees to consult with MDC at the Concept, Design, Construction, and Close-out phases
of all MDC Improvements toward which City desires, and as a condition precedent to, City's
assumption of ownership, or operation and maintenance responsibility for such
Improvements. This Agreement is intended to establish a framework for consultation
between MDC and City; any ownership, operation, and/or maintenance responsibility shall
be established by the applicable Project Agreement.
B. Provided that the Parties comply with this Agreement and the Project Agreement, City agrees
to assume operation and maintenance responsibility for, and/or ownership of the applicable
Improvements installed in compliance with adopted construction standards, the Project
Agreement, and this Agreement.
C. City shall provide MDC the name, e-mail address, and telephone number of specific City
personnel (hereinafter "City Contact") who shall serve as City's primary contact between
MDC and City for all matters regarding consultation at the Concept, Design, Construction,
and Close-out Phases of Improvements installed in the urban renewal area.
III. CONCEPT, DESIGN, CONSTRUCTION, AND CLOSE-OUT OF IMPROVEMENTS.
The parties shall consult and collaborate at each phase of all Improvements in accordance with
the provisions of this Agreement and the Project Agreement. These provisions shall, each and
severally, be conditions precedent to City's final acceptance of the Improvement for purposes of
funding, maintenance, and/or ownership thereof. If any provision of this Agreement or of the
Project Agreement is not met or if the plans or Improvement otherwise fail to meet City
standards and specifications, City Contact may advise MDC Contact that, following
construction, City shall not be obligated to accept the Improvement for purposes of maintenance,
operation, and/or ownership.
A. Concept. The following procedures, terms, and conditions shall apply to consultation
process regarding proposed Improvements at the Concept Phase of each Improvement:
Prior to designing, installing or constructing any Improvement, MDC Contact shall
provide to City Contact written Notification of Concept for the proposed Improvement.
MDC Contact will provide to City Contact such Notification of Concept far enough in
advance of the proposed initiation of construction to provide City a reasonable time to
evaluate the concept and respond. Each Notification of Concept shall generally describe
the proposed Improvement, identify the proposed dates of construction, include a location
map, and identify any known local, state, or federal procedures or requirements which
may affect City's review and approval of the proposed concept.
2. City Contact and/or City staff shall meet with MDC Contact to identify and discuss
potential utility and infrastructure requirements, permitting or licensing requirements,
comprehensive plan or development code requirements, public safety concerns, and other
MASTER IMPROVEMENT AGREEMENT BETWEEN MDC AND CITY PAGE 2
known or potential applicable standards and concerns applicable to the concept as
proposed. The parties shall also discuss a tentative plan for their respective roles and
responsibilities with regard to designing, constructing, installing, funding, maintaining,
and owning the Improvement.
3. The parties shall each convey the concept to their respective governing boards.
4. Within thirty (30) days of receipt of the written Notification of Concept, City Contact
shall respond by e-mail message to MDC Contact, in which message City Contact shall:
a. Advise whether City requires additional information in order to comment on the
concept;
b. Identify circumstances in and options by which Improvements can be designed,
constructed, installed, funded, maintained, and owned in a manner feasible and
compatible with City's interests and long-term operational and maintenance
capabilities; and
c. Identify circumstances or factors which could, if not resolved prior to Close-out,
preclude, limit or otherwise diminish the potential for City's ultimate acceptance of
ownership or perpetual operation and maintenance responsibility for Improvements.
B. Project Agreement. Upon completion of the Concept Phase, preliminary agreement by the
parties' respective staff and governing boards that the Improvement is generally feasible as
proposed, and prior to initiation of the design phase:
1. The parties shall, each at their own respective expense, negotiate and execute a Project
Agreement that shall include:
a. A general description of the proposed Improvement(s), including location, and
purpose;
b. The proposed timeline for construction or installation;
c. A location map;
d. The parties' respective roles and responsibilities with regard to design, construction,
installation, funding, maintenance, and ownership of the Improvement;
e. Terms, conditions, and timeline of design, construction, installation, funding,
maintenance, and ownership of the Improvement;
f. Incorporation by reference all covenants, conditions, and agreements of this Master
Improvement Agreement; and
g. Any special conditions applicable to the particular proposed Improvement.
2. MDC shall execute duplicate originals of the Project Agreement and deliver them to City
for consideration and approval by City Council. Each party's approval of the Project
Agreement shall not be unreasonably withheld, consistent with its respective legal and
fiduciary responsibilities.
C. Design. Following execution of the Project Agreement and prior to the proposed first day of
construction, the parties shall complete the following, in addition to any obligations
enumerated in the Project Agreement:
MASTER IMPROVEMENT AGREEMENT BETWEEN MDC AND CITY PAGE 3
MDC Contact shall provide preliminary plans to City Contact, who will route the plans to
applicable City departments for review and determination of whether design elements
meet City standards and specifications. City staff will coordinate internally to prepare
comments. City Contact will then communicate such comments by email to the MDC
Contact.
2. The parties shall select street lights and identify utility and irrigation needs for any
landscaping. City Contact shall notify MDC Contact of utility construction or
reconstruction needs related to the installation of the Improvement as designed.
3. MDC Contact shall provide draft final plans, to City Contact, who will route the plans to
applicable City departments for review. City staff will coordinate internally to prepare
comments and/or approval for final design. City Contact will then communicate such
comments and approval by email to the MDC Contact.
4. City shall provide or decline approval of the final plans, in City's sole discretion, based
on an analysis of whether the final plans meet applicable City standards and
specifications. If the final plans do not meet City standards and specifications, City
Contact shall advise MDC Contact that following construction, City will not be obligated
to accept the Improvement for funding, maintenance, or ownership. City Contact shall
approve final plans prior to their release as a condition of final acceptance of the
Improvement for purposes of funding, maintenance, and/or ownership.
D. Construction. Following City approval of design, MDC may proceed to the Construction
Phase. The parties' interactions in the Construction Phase, in addition to those enumerated in
the Project Agreement, shall include the following:
MDC will utilize the plans and specifications approved by the City in the Design Phase
in MDC's bid or procurement process. Any material changes to those plans and
specifications must be approved by City Contact.
2. Prior to awarding any bid related to construction, MDC Contact shall provide to City
Contact copies of any and all corresponding submittals, and construction schedules
received in response to the Request for Bids.
3. MDC Contact shall provide to City Contact at least seven (7) days' notice of all pre -
construction meetings. City Contact and City staff may attend all pre -construction
meetings and provide comments to MDC Contact regarding compliance with City
standards and specifications.
4. MDC Contact shall provide to City Contact, upon request, status reports regarding
construction of the Improvement.
5. MDC Contact shall provide City Contact with reasonable opportunities to review the
progress of the construction, upon the City's request. If during any progressive or final
inspection, City Contact concludes that the construction, or any portion or component
MASTER IMPROVEMENT AGREEMENT BETWEEN MDC AND CITY PAGE 4
thereof, does not confoini to the approved plans or the Project Agreement, notice of
specific non -conformity and request for MDC to address the specified non -conformity
shall be given to MDC Contact in writing as soon as practicable. MDC shall have
fourteen (14) days to address and correct any non -conformity. Cure of any specified non-
conformity within this time period shall be a condition of Final Acceptance of the
Improvement for purposes of maintenance, and/or ownership.
E. Close-out. Following completion of the Construction Phase, MDC may proceed to the
Close-out Phase. The parties' interactions in the Close -Out Phase, in addition to those
enumerated in the Project Agreement, shall include:
Final Completion, which shall be defined as completed construction and installation of
the Improvement and MDC's submission of copies of full releases and waivers of lien or
proof of an acceptable bonding from any and all subcontractors and/or major suppliers
involved with the construction to City Contact.
2. Following Final Completion and submission of all releases, waivers, and other
documents as provided herein and in the Project Agreement, City shall execute Final
Acceptance of the Improvement, which shall be defined as adoption of a resolution
indicating Meridian City Council's acceptance of the delivery of the Improvement as
constructed and installed.
IV. GENERAL PROVISIONS.
A. Notice. Communication between City Contact and MDC Contact shall 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:
City: MDC:
City of Meridian Meridian Development Corporation
City Attorney Ashley Squyres, Administrator
33 E. Broadway Avenue 33 E. Broadway Avenue
Meridian, Idaho 83642 Meridian, Idaho 83642
B. 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.
C. 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.
D. 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
MASTER IMPROVEMENT AGREEMENT BETWEEN MDC AND CITY PAGE 5
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,
and/or invitee thereof.
E. Compliance with laws. In performing the scope of services required hereunder, City and
MDC shall comply with all applicable laws, ordinances, and codes of Federal, State, and
local governments.
F. 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.
G. Time of the essence. The parties shall fulfill obligations described in this Agreement in a
timely manner, as set forth herein. The parties acknowledge and agree that time is strictly of
the essence with respect to this Agreement, and that the failure to timely perform any of the
obligations hereunder shall constitute a default of this Agreement.
H. Termination.
Grounds. Grounds for termination of this Agreement shall include, but shall not be
limited to: 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 ninety (90) 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 or e -
mailing of notice of termination.
I. 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.
J. 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
MASTER IMPROVEMENT AGREEMENT BETWEEN MDC AND CITY PAGE 6
after the governing body of either party becomes entitled to the benefit thereof,
notwithstanding delay in enforcement.
K. Approval required. This Agreement shall not become effective or binding until approved
by the respective governing bodies of both City and MDC. The parties signatory hereto
represent and warrant that each is duly authorized to bind, respectively, City and MDC to this
Agreement in all respects.
L. 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.
MERIDIAN DEVELOPMENT CORPORATION:
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Jim Escob , Chairman
a e inder, Secretary
CITY OF MERIDIAN: Attest:
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BY: �i�G n lam- City Of
IDIA e an, City Clerk
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MASTER IMPROVEMENT AGREEMENT BETWEEN MDC AND CITY PAGE 7