VIA Partnerships, LLP - Public Art Survey and Work Session Professional Services AgreementPROFESSIONAL SERVICES AGREEMENT WITH VIA PARTNERSHIP, LLP
This PROFESSIONAL SERVICES AGREEMENT WITH VIA PARTNERSHIP, LLP
FOR PUBLIC ART SURVEY AND WORK SESSION ("Agreement') is made this 21stday of
January, 2020 ("Effective Date"), between Via Partnership, LLP, a limited liability partnership
registered under the laws of the state of Missouri, having offices at 6677 Delmar Boulevard,
Suite 200, St. Louis, MO 63130, hereinafter called the "CONSULTANT," and the CITY OF
MERIDIAN, IDAHO, a municipal corporation organized under the laws of the state of Idaho,
having offices at 33 E. Broadway Avenue, Meridian, Idaho, hereinafter called the "CLIENT."
(Collectively, CONSULTANT and CLIENT shall be hereinafter called the "Parties.")
WHEREAS, CLIENT has determined the need for services to provide facilitation and
information related to strategic planning for public art by and for the Meridian Arts Commission,
and Consultant is specially trained, experienced, and competent to provide, and has agreed to
provide, such services;
NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and
conditions hereinafter contained the parties hereto do mutually agree as follows:
1. SCOPE. The CONSULTANT agrees to perform all work specified in Exhibit A, Scope of
Work, attached to this agreement and made a part of it. The CONSULTANT will perform the
Scope of Work in a manner that meets mutually agreed-upon schedules, deadlines and/or
threshold meeting dates. The CONSULTANT will produce the deliverables referenced in Exhibit
A hereto, which exhibit is incorporated by reference as if set forth fully herein, in a timely and
professional manner consistent with industry standards and practices for the profession or
professions that are used in performance of this Agreement.
2. TERM OF AGREEMENT. CONSULTANT shall perform services under this Agreement
by September 30, 2020. CLIENT shall make every reasonable effort to support CONSULTANT
in meeting the mutually agreed-upon schedules, deadlines and/or threshold meeting dates set
forth in Exhibit A, Scope of Work. The Parties acknowledge and agree that time is strictly of the
essence with respect to this Agreement, and that the failure of either party to timely perform any
of the obligations hereunder shall constitute a breach of, and a default under, this Agreement by
the party so failing to perform.
3. PAYMENT. For services rendered under this Agreement, the CLIENT will pay the
CONSULTANT in accordance with the fee schedule specified in Exhibit B, not to exceed nine
thousand, four hundred and fifty dollars ($9,450.00). This amount shall constitute full
compensation for any and all services performed, materials furnished, and costs incurred by
CONSULTANT, including travel and lodging expenses. To receive payment for services
rendered, CONSULTANT shall provide to CLIENT a completed W-9 form, and invoices
itemizing services rendered and stating the amount of payment due for such services. CLIENT
shall remit payments to CONSULTANT for services rendered under this Agreement within
thirty (30) days of receipt of invoice. Payment of all taxes and other assessments on monies
received under this Agreement shall be the sole responsibility of CONSULTANT. Except as
expressly provided in this Agreement, CONSULTANT shall not be entitled to receive from
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CLIENT any additional consideration, compensation, salary, wages, or other type of
remuneration for services rendered under this Agreement.
4. STAFFING. CONSULTANT staff shall perform all work specified in this agreement, except
that which the CLIENT and CONSULTANT mutually agree may be performed by a
SUBCONTRACTOR. CONSULTANT may not subcontract or otherwise delegate its
obligations under this agreement without CLIENT’S prior written consent. CLIENT shall
provide adequate staffing to support the development of the work and to support the
Coordination and Approval conditions described below.
5. COORDINATION. CLIENT shall make its staff, information and premises available to
CONSULTANT on an as-needed basis, on/at mutually agreed-upon dates/times necessary to
complete the Scope of Work, as set forth in Exhibit A. Client Contact shall provide support, as
needed, in terms of organizing meetings and public communications.
6. SUBMISSIONS. CONSULTANT’s deliverables shall be submitted to CLIENT for review
and feedback at the appropriate time. The Parties acknowledge and agree that time is strictly of
the essence with respect to this Agreement, and that the failure of either Party to timely perform
any of the obligations hereunder shall constitute a default of this Agreement.
7. BRIEFINGS. Except as otherwise specified in Exhibit A, the CONSULTANT shall be
available via teleconference for presentations to CLIENT and the Arts Commission as necessary
to secure acceptance and approval of deliverables enumerated in Exhibit A.
8. APPROVAL. CLIENT shall establish a protocol for its internal acceptance and approval of
the deliverables enumerated in Exhibit A.
9. OWNERSHIP OF DOCUMENTS. All rights, title and interest in and to all work performed
produced or developed by CONSULTANT under this Agreement, shall become the property of
CLIENT for its use and/or distribution as may be deemed appropriate by CLIENT.
10. PUBLIC RECORDS. It is acknowledged by the Parties that CLIENT is a public agency.
As such, CLIENT is subject to the Idaho Public Records Act, which states, inter alia, that all
documents in CLIENT’s possession are public records. The records prepared by
CONSULTANT in the performance of this Agreement are public records and, shall be available
for inspection and copying by any person, unless exempt from disclosure, in CLIENT’s sole
discretion.
11. PROMOTIONAL USES. Notwithstanding the foregoing, CONSULTANT may (i) use
materials produced under this agreement as work samples when responding to applications or
requests for proposals for other projects and (ii) may publish excerpts of work produced under
this agreement for CONSULTANT’s own promotional use, provided credit is given to the
CLIENT.
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12. CREDIT. Should the CLIENT distribute any of the work produced by CONSULTANT in
whole or in part, for promotional, educational or any other purposes, the CLIENT shall provide
full credit to the CONSULTANT as author, where feasible.
13. EMPLOYMENT. As an Independent Contractor, CONSULTANT and any agents or
employees thereof are not bona fide Employee(s) or agents of CLIENT in any manner or for any
purpose. The parties agree that no deductions for withholding taxes, worker’s compensation,
insurance, or other fringe benefits will be made by CLIENT and will be the sole responsibility of
the CONSULTANT and its agents and employees. Specifically, without limitation, Instructor
understands, acknowledges, and agrees:
a. CONSULTANT is free from actual and potential control by CLIENT in the provision of
services under this Agreement.
b. CONSULTANT is engaged in an independently established trade, occupation,
profession, or business.
c. CONSULTANT has the authority to hire subordinates.
d. CONSULTANT owns and/or will provide all major items of equipment necessary to
perform services under this Agreement.
e. Neither CONSULTANT nor CLIENT shall be liable to the other for a peremptory
termination of the business relationship described under this Agreement.
14. TERMINATION. The CLIENT shall have the right to terminate this agreement, for any
reason or no reasons, immediately upon written notice to the CONSULTANT at the above
address. Upon any such termination, CONSULTANT shall be entitled to retain sums paid for
any phase of the work that has been completed pursuant to the terms of Exhibit A.
15. AMENDMENTS. Neither this Agreement (including the exhibits and appendices hereto),
nor any term hereof may be orally changed, discharged, terminated or waived, except only by an
instrument in writing, signed by the party against which enforcement of the change, discharge,
termination or waiver is sought.
16. DISPUTES . The terms of this agreement shall be governed by the laws of the State of Idaho.
17. NO ASSIGNMENT OR SUBCONTRACTING. This Agreement may not be assigned or
subcontracted by CONSULTANT, whether in whole or in part, without CLIENT’S written
consent, and any attempted assignment without CLIENT’s written consent shall be void and of
no effect.
18. INDEMNIFICATION. CONSULTANT shall, and hereby does, indemnify and hold
harmless CLIENT, and its volunteers, officers, directors, employees and agents from any and all
claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs)
which result from the CONSULTANT’s performance of work under this agreement and not
caused by or arising out of the tortious conduct of CLIENT, regardless of the manner by which
such claim may be brought. CONSULTANT acknowledges that rendering services under this
Agreement presents risks, some of which are unknown, and agrees to assume all risks associated
with the fulfillment of the terms of this Agreement.
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19. 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.
20. COMPLIANCE WITH LAWS. In performing the scope of services required hereunder,
CONSULTANT shall comply with all applicable laws, ordinances, and codes of Federal, State,
and local governments.
21. NOTICES. Communication between the Consultant Contact and Client Contact shall occur
via e-mail or telephone. All other notices required under this agreement shall be sent in writing,
via U.S. mail, addressed to the contracting parties at the address enumerated in this agreement.
22. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the
parties, and this Agreement supersedes any and all statements, promises, or inducements made
by either party, or agents of either party, whether oral or written, whether previous to the
execution hereof or contemporaneous herewith. This Agreement may not be enlarged, modified
or altered except upon written agreement signed by both parties hereto.
23. ADVICE OF ATTORNEY. Each party warrants and represents that in executing this
Agreement, it has received independent legal advice from its attorney or waived the opportunity
to seek such advice.
24. APPROVAL REQUIRED. This Agreement shall not become effective or binding until
approved by the Meridian City Council and signed by the Mayor of the City of Meridian.
The parties have executed this Agreement by their duly authorized representatives as of the
Effective Date written above.
CONSULTANT:
Via Partnership, LLP
Meridith McKinley, Partner
CLIENT:
City of Meridian, Idaho
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EXHIBIT A
CONSULTANT’s Scope of Work
Meridian, Idaho Public Art Survey and Work Session
I. Task 1: Community Survey
A. Summary: CONSULTANT shall conduct an online survey to identify the community’s
aspirations and goals for public art. For the online survey CONSULTANT will use a
commercially available survey program (SurveyGizmo) to analyze quantitative data.
CONSULTANT will use its own approaches to conduct keyword analysis of analyze open-ended
questions.
B. Deliverables:
CONSULTANT shall:
1. By February 1, 2020, work with City staff and Meridian Arts Commissioners to establish:
a. Goals for participation in the survey,
b. a timeline for the survey, to include dates for the release and closure of the survey,
and
c. A strategy for distributing and publicizing the survey.
2. By March 1, 2020, work with City staff and Meridian Arts Commissioners to develop the
survey questions, including:
a. Review of relevant planning documents that may help reveal important questions to
include in the survey.
b. At least three (3) conversations with City staff and Arts Commissioners regarding
questions and possible answers.
c. Drafting the survey and finalizing the survey questions with Client Contact.
d. “Beta testing” the survey with Arts Commissioners and City staff.
3. By April 1, 2020, release the survey, and prior to closure of the survey, regularly monitor
the survey responses and provide weekly reports of the response rate to Client Contact.
4. By May 1, 2020, develop and deliver a Survey Report that includes an analysis of the
survey responses and a synthesis of what the responses could indicate in terms of
recommendations for Meridian’s public art program.
II. Task 2: Visioning Work Session
A. Summary: CONSULTANT shall appear in person at Meridian City Hall to conduct a half-
day work session with the commissioners to develop a vision and goals for the Meridian’s public
art program, to identify potential project opportunities and strategies to meet that vision and
goals, and to identify challenges or friction points regarding implementation that may require
further work by Arts Commissioners and City staff.
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B. Deliverables:
CONSULTANT shall:
1. By May 1, 2020, work with Client Contact and Arts Commissioners to establish
objectives and desired outcomes for the work session.
2. By May 8, 2020, develop agenda and format for the work session and provide agenda to
Client Contact.
3. By June 1, 2020, work with Client Contact to schedule a date, time, and location within
Meridian City Hall for the work session.
4. Prior to or within the five (5) days following the scheduled work session:
a. Review relevant planning documents, policies and guidelines for Meridian’s public
art program.
b. Tour Meridian (with staff and/or a representative from the Arts Commission) to see
existing public art and areas of interest.
c. Conduct five (5) additional one-on-one interviews with key stakeholders (elected
officials, City staff, potential community partners).
5. By August 1, 2020, facilitate, in person, a half-day work session with Arts
Commissioners.
6. By September 1, 2020, write and deliver a Report documenting outcomes of the work
session and interviews, to include recommendations of:
a. Vision and goals for the Meridian’s public art program,
b. Potential project opportunities and strategies to meet such vision and goals, and
c. Enumeration of challenges or friction points regarding implementation that may
require further work by Arts Commissioners and City staff.
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EXHIBIT B
Fee Schedule
The City of Meridian, Idaho shall pay CONSULTANT up to nine thousand, four hundred and
fifty dollars and no cents ($9,450.00). Payments to CONSULTANT shall be made within thirty
(30) days after receipt of CONSULTANT’s invoices. Payments to CONSULTANT will be
made as follows:
1. Two thousand dollars and no cents ($2,000.00) following execution of this Agreement.
2. Three thousand dollars and no cents ($3,000.00) upon completion of Survey Report as
described in Exhibit A, section I.B.4.
3. Four thousand, four hundred and fifty dollars and no cents ($4,450.00) upon completion of
Visioning Work Session and Report as described in Exhibit A, section II.B.6.
Meridian City Council Meeting Agenda January 21, 2020 – Page 184 of 246
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