Public Art Easement Agreement 611 N Main Street MuralADA COUNTY RECORDER Christopher D. Rich 2018-032327
BOISE IDAHO Pgs=11 LISA BATT 04/12/2018 09:31 AM
CITY OF MERIDIAN, IDAHO NO FEE
AECORD1NG REQUESTED BYAND
WHEN RECORDED RETURN TO:
City Clerk
City of Meridian
33 E. Broadway Avenue
Meridian, ID 83W
PUBLIC ART EASEMENT AGREEMENT: 611 N. MAIN STREET
This PUBLIC ART EASEMENT AGREEMENT ("Agreement") is made on this
day of Aj2r-tA _ , 2018 ("Effective Date"), by and between the City of
Meridian, a municipal corporation organized under the laws of the State of Idaho ("City',');
and JCJ Holdings, LLC, a limited liability company ("Grantor"). (City and Grantor may
hereinafter be collectively referred to as `Parties:')
WHEREAS, the Parties, and the Meridian Development Corporation ("MDC"), desire that
public art murals will be incorporated into the Meridian downtown core, and to that end,
pursuant to the Memorandum ofAgreementfor Contribution to Public Art Project: Meridian Mill
Mural, executed on November 21, 2017, MDC has provided to City $1,6,000 for the purpose of
installation of a public art mural at 611 N. Main Street, in Meridian, Ada County parcel no.
R5672000090; specifically, on the south -facing exterior wall of the building located thereon
known as the Meridian Mill ("Property");
WHEREAS, Grantor owns the Property, and has agreed to make it available to the City for the
installation of a mural by Sector Seventeen ("Artist"), as generally depicted in Exhibit A
("Mural"), pursuant to the Task Order For Mural Installation: 611 N. Main Street between City
and Artist, executed on DATE and attached hereto as Exhibit B ("DATE Task Order");
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:
1. Grant of Easement. Grantor conveys, grants and warrants to the City, its successors and
assigns, an easement for the purpose of installing, maintaining, and exhibiting the Mural on and
in the Property. Following Final Acceptance of the Mural as defined in the DATE Task Order, the
Mural shall be the property of City,
2. Term. This Agreement, and the easement granted hereunder, shall be effective until 11:59 p.m.
on September 30, 2028 unless extended by mutual agreement of the Parties.
3. Recordation. City shall record this Agreement in the land records of County Idaho, and
shall submit proof of such recording to Grantor. For recording purposes, the legal description of
the Property is: LOTS 10 TO 15 INC EXC N 18 FT BLK 1 MERIDIAN TOWNSITE.
4. Termination.
• Termination by Grantor. This Agreement, and the easement granted hereunder, may be
Meridian City Council Meeting Agenda April 10, 2018 — Page 117 of 156
terminated by Grantor, at any time, upon thirty (30) days' written notice to City and
receipt of the City's written consent to terminate, upon Grantor's showing of any of the
following:
• That the property is to be sold and the buyer requires removal of the easement as a
condition of the purchase and sale; or
• That the property is to be refinanced and the lender requires removal of the easement as a
condition of the refinancing; or
• That the property is to be substantially remodeled or altered in a way that precludes
continued maintenance of the Mural;
• That Grantor's circumstances have materially changed and the continued existence of the
easement or maintenance of the Mural substantially impedes Grantor's reasonable use
and enjoyment of the Property.
City shall not unreasonably withhold consent to termination upon Grantor's satisfactory
demonstration of any of the foregoing conditions of termination, Grantor expressly agrees and
warrants that if Grantor terminates this Agreement, Grantor shall be responsible for removing the
Mural and restoring the Property to its prior condition, at Grantor's sole expense. Such removal
and restoration shall occur within thirty (30) days of the termination of the easement, unless this
period is extended in writing by the City. Grantor further expressly agrees and warrants that if
Grantor terminates this Agreement prior to the expiration of the Agreement term set forth herein,
Grantor shall donate to City one thousand dollars ($1,000) for each year remaining of the term,
which amount City may utilize toward the installation of a public art mural at a different
location.
Termination by City. This Agreement, and the easement granted hereunder, may be
terminated by City, at any time, upon thirty (30) days' written notice to Grantor, if City
determines that Grantor has failed to substantially perform Grantor's obligations under
this Agreement, or if City determines that the continued existence of the easement or
maintenance of the Artwork is no longer desired or if City is unable to maintain the
Artwork due to non appropriation of funds. City expressly agrees and warrants that if
City terminates this Agreement, City shall be responsible for removing or painting over
the Mural and restoring_ the Property to its prior condition, at City's sole election and
expense. Grantor shall allow City access to Property necessary to complete such removal
or restoration. Such removal or restoration, if City so elects, shall occur within thirty (30)
days of the termination of the easement, unless this period is extended in writing by
Grantor.
Expiration of Term. Upon expiration of the term of this Agreement, as set forth herein
or as mutually extended by the Parties by written amendment as set forth herein; City
expressly agrees and warrants that City shall be responsible for removing or painting over
the Mural within thirty (30) days of the expiration of the easement, unless this period is
extended in writing by the Grantor.
5. Maintenance and Repair of Mural. During the term of this Agreement, as set forth herein or
as mutually extended by the Parties by written amendment as set forth herein, City shall have the
sole right and responsibility to determine the need for, and to execute, all necessary maintenance
Meridian City Council Meeting Agenda April 10, 2018 — Page 118 of 156
and repair of the Mural. City may determine, in its sole discretion, that the Mural is damaged
beyond feasible repair, and may remove or paint over the Mural, with thirty (3 0) days' notice to
Grantor. Grantor shall notify City if Grantor perceives a need to maintain or repair the Mural.
6. Right of Entry. City or City's contractor shall have the right to enter the Property during
normal business hours, and at all other times with advance approval of the Grantor, for any and
all of the purposes described in this Agreement. City shall provide Grantor at least forty-eight
(48) hours' prior notice of such entry.
7. Binding Effect. The easement granted in this agreement shall run with the land and shall be
binding upon, and inure to the benefit, of the Grantor and the City, and their respective
representatives successors or assigns, and/or any person or entity acquiring any right, title, or
interest in the Property.
8, Contractual Relationships; Assignment. This Agreement does not designate either Party as
the agent or representative of the other for any purpose whatsoever. The Parties are not granted
any express or implied right or authority to assume or create any obligation or responsibility on
behalf of the other or to bind the other in any manner whatsoever. Neither Party shall assign this
agreement without the prior written consent of the other.
9.. Notice. 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:
i- Grantor Com_
JCJ Holdings, LLC City of Meridian
Attn: Callie Zamzow Attn: City Clerk
310 E. Watertower Street i 33 E. Broadway Avenue }
Meridian ID83642 Meridian ID 83642
Either Party may change its address for the purpose of this section by delivering to the other
Party written notification of such change, establishing a new address for noticing purposes, in
accordance with the requirements of this section.
14. Non-Appropriation. Grantor acknowledges that City is a governmental entity, and the
validity of this Agreement is based upon the availability of public funding under the authority of
its statutory mandate.
It. Applicable law. This Agreement shall be governed by and construed in accordance with the
statutes and constitution of the State of Idaho, including, without limitation, Article VIII, Section
3, of the Idaho Constitution.
12. Amendments. No modification or amendment of the provisions of this agreement shall be
effective unless in writing and signed by authorized representatives of the parties.
13. Time is of the essence. The Parties acknowledge and agree that time is strictly of the
essence with respect to each and every term, condition, and provision hereof, and that the failure
Meridian City Council Meeting Agenda April 10, 2018 — Page 119 of 156
to timely perform any of the obligations hereunder shall constitute a breach and default
hereunder by the Party so failing to perform.
14. Binding upon successors. Except as otherwise specifically provided herein, this Agreement
shall be binding upon any and all owners of the Property, any and all subsequent owners thereof,
and each and every other person acquiring an interest in the Property. Nothing herein shall, or
shall be construed to, in any way prevent the sale or alienation of the Property, or any portion
thereof, except that any sale or alienation shall occur subject to the provisions of this Agreement,
and any successive owner or owners shall be both benefited and bound by the conditions and
restrictions herein expressed.
15. Severability. If any provision of this Agreement is held invalid by a court of competent
jurisdiction, such provision shall be deemed to be exised herefrom and the invalidity thereof
shall not affect any other provision or provisions contained herein.
16. 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 attorney fees as determined by such court. This provision
shall be deemed to be a separate contract between the Parties and shall survive, inter alfa, any
default, termination, or forfeiture of this Agreement.
17. Final Agreement. This Agreement sets forth all promises, inducements, agreements,
conditions, and understandings between City and Grantor relative to the subject matter hereof,
and there are no promises, agreements, conditions, or understandings, either oral or written,
express or implied, between City and Grantor, other than as are stated herein. Except as
otherwise specifically provided herein, no subsequent alteration, amendment, change, or addition
to this Agreement shall be binding upon the Parties unless set forth in writing and duly executed
by both Parties or their successors in interest.
18. Non -waiver. Failure of either Party to promptly enforce the strict performance of any term
of this Agreement shallnot 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
after either party becomes entitled to the benefit thereof, notwithstanding delay in enforcement.
All rights and remedies herein enumerated shall 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 by law shall not be to the exclusion of any other remedy.
19. Compliance with laws. Throughout the course of this Agreement, the Parties shall comply
with all applicable laws, ordinances, and codes of Federal, State, and local governments. This
Agreement shall be governed by and construed and enforced in accordance with the laws of the
State of Idaho, and the ordinances of the City of Meridian.
20. Advice of attorney. Each party warrants and represents that in executing this Agreement, it
has received independent legal advice from its attorney or the opportunity to seek such advice.
Meridian City Council Meeting Agenda April 10, 2018 — Page 120 of 156
21. Approval Required. This Agreement shall not become effective or binding until approved
by the City Council of the City of Meridian,
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this_(,, day of
2018.
GRANTOR:
a ie an gear
JCJ H d' gs, LLC
STATE OF IDAHO
) ss:
County of_adA _ )
I HEREBY CERTIFY that on this U day of & rd ,
before the undersigned, a Notary Public in the State of Idaho,
personally appeared CALLIE ZAMZOW, proven to me to
ee the person who executed the said instrument, and
acknowledged to methat he executed the same.
IN WITNESS WHEREOF, Ihave hereunto set my hand and
affixed my official seal, the day and year in this certificate first
abov written.
t; 6(a IE cgw�
Notary Public for Idaho�l
Residing at /► (OkVlIdaho
My Commission Expires:�.D .� l: � as 1 %
CITY OF MERIDIAN: r F_ D Auousr�
o �10
o�
City of
BY: Attest; ,� II3IAIoT
Tammy de e •d, Mayor C.Jay C 1.s, Cit leric 'DAH
SEAL,
STATE OF IDAHO s ) ��TFFot rho TRVP'J���
Coutity ofAda )
I I3EMBY CERTIFY that on this b day of
Apy-1 �_, 2018 before the undersigned, personally
appeared TAMMY de WEERD and C.JAY COLES, known or
identified to me to be the Mayor and City Clerk, respectively,
of the City of Meridian, who executed the instrument on
®60®'&"*®E 0;#,04, behalf of the City of Meridian, and acknowledged to me that
®+._ the City of Meridian executed the same.
®® , `�eOOR'jf;., * IN WITNESS WHEREOF, Ihavehereunto setmy hand and
® 8rP affixed my official seal the day and year in this certificate first
„ above w•itten,
ro a Qn��
5 _
Notary Public for Idaho
a ��1/1��
, 1
®��.�e�' � Residing at , Tdaho
My Commission Expires::3—
EXHIBIT A
DEPICTION OF ARTWORK
EXHIBIT B
DATE TASK ORDER
Meridian City Council Meeting Agenda April 10, 2018 — Page 122 of 156
EXHIBIT A
MURAL DESIGN CONCEPTS
DESIGN CONCEPT
COLOR CONCEPT
PROFESSIONAL SERVICES TASK ORDER -MURAL DESIGN AT MERIDIAN MILL PAGE 4 of 4
Meridian City Council Meeting Agenda April 10, 2018 — Page 126 of 156
TASK ORDER FOR MURAL INSTALL.A.TION., 611. N. MAIN STREET
This TASK ORDER FORMURAL INSTALLATION: 611 N. MAIN STREET ("Task
Order") is made this. day of gip, -, 2018 ("Effective Date''), by and between the City of
Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and
Solomon Hawk Sahlein, on behalf'of Sector Seventeen LLC, a limited liability company organized
under the laws of the state of Idaho ("Artist").
WIIEREAS, on December 19, 2017; Artist and City entered into a.Master Agreementfor.
Professional Services.- Mitral Design, Installation, and Maintenance ("Master Agreement"),, which
establishes terms and conditions. -under which City may invite Artist to provide services including
consultations, design, installation, maintenance, and repair of murals, pursuant to soparate project
task orders) setting. forth specific conditions, compensation amount, and scope of work; and
WHEREAS, on November. 21, 2017; 'City and the Meridian Development. Corporation
("MDC") entered, into a Memorandym. of Agrolemen.t for Contribution to Fublic Art Project:
Meridian Mill Mural; by which Agreement MDC provided funds to City for the purpose of
installation of a. public art mural at 611 N, Main Street, in Meridian, Ada County parcel no,
R5672000090 ("Property"); specifically,, on the south -facing exterior wall ofthe building located
thereon known as the Meridian Mill; and
WHEREAS, JCJ TIoldings, LLC, the owners ofthe Property ("Owners"), with City and
MDC, have worked witb Artist to create a mural design that exemplifies. the history and legacy of
the Meridian Mill, establishes- a. sense of place and local identity in downtown Meridian; and
beautifies public spaces; and Owners wish to allow Artist to install the mural, as designed, on the
south face of the Meridian Mill, pursuant to the. Public Art Easement Agreement entered into by
Owners and City on April 10, 2018,;
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. SCOFF OF SEvvzcES. Artist shall install, on. the south face of the Meridian Mill, a large-scale,
painted mural installation as depicted in Exhibit A hereto (."Mural'), Artwork design,
fabrication., and installation, and Site Restoration shall comply in all respects with established
engineering standards, Idaho Standards for Public. Works Construction, all established policies
and ordinances of the City of Meridian, and the direction, of the, Meyid an Parks Superintendent
or his designee. Artist shall engage an independent testing agency to test and. inspect
construction materials and methods of installation. of Artwork. The salve duly qualified
engineer who prepares the construction drawings and structural calculations for the Artwork
may serve as the testing agency;, at Artisf.s election.
II. COMPENSATION.
A. Total amount. The total payment to Artist for services.renderedunder this Task Order shall
be thirteen thousand. dollars ($13,000.00), This amount shall. constitute full compensation
for any and all services, travel, transportation, materials, shipping; equipment, contingency,
commission,. artist fee, and costs of work, to be performed or furnished by Artist under this
pRQFESsioNAL SERVICES TASK OR ER—MURALDESTGN AT MERIDIAN MILL PAGEI of4
Meridian City Counvll Meeting Agenda April 10, 2018 — Page 123 of 166
Task Order.
B. Method of payment. Artist shall provide to City invoices for services and deliverables
provided pursuant to the payment schedule set forth herein, which City shall pay within
thirty (30) days of receipt. City shall not withhold any federal or state income taxes or
Social Security tax from any payment made by City to Artist under the terns and conditions
of this Task Order. Payment of all taxes and other assessments on such sums shall be the
sole responsibility of Artist.
C. Payment schedule. Artist shall be paid pursuant to the following benclnnarks:
1. Estimate: $6,500.00 shall be due to Artist within thirty (30) days of Artist's delivery of
an estimate of costs for paint and materials to be used in installation of the Mural.
Final Completion: $6,500.00 shall be due to Artist within thirty (30) days of upon Final
Completion, which shall be defined as:
a. Complete installation of the completed Mural, as confirmed by City and Owners;
b. Final inspection and written approval of the installation of the Mural by City and
Owners;
c. Artist's submission to City of a recommended maintenance plan for the Mural; and
d. Execution of a mutually agreed-upon acceptance agreement, to be prepared by the
City Attorney's Office, to include affirmation of Artist's indemnification of City and
express waiver of Artist's right, title, or interest in the Mural.
III. TIME OF PERFORMANCE.
A. Timeline. In the provision of sei vices and deliverables under this Task Order, Artist shall
meet the following deadlines:
1. By 5:00 p.m. by April 27, 2018: Artist shall deliver to City an estimate of costs for
paint and materials to be used in installation of the Mural.
2. By 5:00 p.m. by May 25, 2018: Artist shall deliver to City:
a. Completely installed Mural, as defined herein and as approved in writing by City and
Owners;
b. Written recommended maintenance plan for the Mural; and
c. Signed acceptance agreement.
B. Time of the essence. The Parties acknowledge that services provided under this Task Order
shall be performed in a timely manner. The Parties acknowledge and agree that time is strictly
of the essence with respect to this Task Order, and that the failure to timely perfonn any of the
obligations hereunder shall constitute a breach of, and a default under, this Task Order by the
party so failing to perforin.
III. GENERAL PROVISIONS.
A. Master Agreement applies. All provisions of the Master Agreement are incorporated by
reference and made a part of hereof as if set forth in their entirety herein.
PROFESSIONAL SERVICES TASK ORDER— MURAL DESIGN AT MERIDIAN MILL PAGE 2 of 4
Meridian City Council Meeting Agenda April 10, 2018 — Page 124 of 156
B. Owner's and City's designated representatives. Stakeholders have vested in the following
representatives the authority to provide to Artist input and approval under this Agreement. Any
Stakeholder may change its authorized representative and/or address for the purpose of this
paragraph by giving written notice of such change to Artist and to City.
1. Owner
Callie Zamzow, Manager
JCJ Holdings, LLC
czamzow@dynaiiiiteiiiarlceting.com
2. City:
Hillary Bodnar, Committees & Commissions Specialist
City of Meridian
libodnar@lneridiancity.org
C. City Council approval required. The validity of this Task Order shall be expressly
conditioned upon City Council action approving same. Execution of this Task Order by the
persons referenced below prior to such ratification or approval shall not be constrtied as proof of
validity in the absence of Meridian City Council approval.
IN WITNESS WHEREOF, the parties hereto have executed this Tefsk Order on the
Effective Date first written above,
ARTIST:
Solomon Hawk Sablein, Manager
Sector Seventeen LLC
CITY OF MERIDIAN:
C6Col ity Clerk
PROFESSIONAL SERVICES TASK ORDER— MURAL DESIGN AT MERIDIAN MILL PAGE 3 of 4