Public Art Project: Meridain Mill MuralMEMORANDUM OF AGREEMENT FOR CONTRIBUTION TO
PUBLIC ART PROJECT: MERIDIAN MILL MURAL
This MEMORANDUM OF AGREEMENT FOR CONTMVTION TO PUBLIC ART
PROJECT: ZAMZOW'S MURAL ("Agreement") is made this 21day of November, 2017
("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, wish to install a mural on the south side of the Meridian Mill
("Project"), located at 611 N. Main Street, in downtown Meridian, with permission from the
property owner, the Zamzow family, dba JCJ Holdings, LLC ("the Zamzows"), as a benefit to
the public;
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 November 15, 2017 and September 30, 2018, City agrees
to invest MDC's contribution in services, materials, and equipment related to design and
installation of the Project. The selection of staff and/or vendors for Project shall be made
by City and the Zamzows.
B. Selection of art. City shall include MDC in the process of selecting or artwork for the
Project. With regard to decisions related to selection of artist(s), artwork, or specific
installation specifications, City shall duly consider MDC input and shall make a
reasonable effort to come to consensus. City and the Zamzows shall be responsible for
the final decision regarding selection of artists, artwork design, and/or specific
installation locations.
C. Acknowledgment of contribution. If City acknowledges contributors to the Project,
City shall acknowledge MDC.
D. Invoice MDC. By December 31, 2017, City shall remit to MDC one (1) invoice for
MDC's contribution to the Project, in a total amount not to exceed sixteen thousand
dollars ($16,000.00).
II. MDC'S RESPONSIBILITIES.
A. Reimbursement. Within thirty (30) days of receipt of City's invoice, MDC shall
provide payment to City in the amount of such invoice, in a total amount not to exceed
sixteen thousand dollars ($16,000.00).
MEMORANDUM OF AGREEMENT FOR MDC' S CONTRIBUTION TO THE MERIDIAN MILL MURAL PROJECT PAGE 1 OF 3
B. 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 2018 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 2018.
III. GENERAL TE, RMS.
A. Term. This Agreement begins immediately upon execution and shall remain in effect
through September 30, 2018,
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 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 MDC is the terminating party, City shall be entitled to receive reimbursement
for payments made toward completion of Project as of the date of termination.
E. 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.
F. Applicable Law. The Agreement shall be governed by the laws of the State of Idaho and
MEMORANDUM OF AGREEMENT FOR MDC's CONTRIBUTION TO THE MERIDIAN MILL MURAL PROJECT PAGE 2 OF 3
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 the
Effective Date first written above.
MERIDIAN DEVELOPMENT CORPORATION
APPROVED:
n asalone, Chairman
CITY OF MERIDIAN �PIEDAUGUS
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City of
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Tammy d W rid. -Mayor zm SEAL
ATTEST:
By:
Nathan Mueller,
Secretary/Treasurer
Meridian Development Corporation
ATTEST:
By:
/.JAayoles�, Cleric
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