Meridian Development Corporation Contribution to Historic Banners for City of Meridian Item#15.
MEMORANDUM OF AGREEMENT
FOR CONTRIBUTION TO HISTORIC BANNERS
This MEMORANDUM OF AGREEMENT FOR CONTRIBUTION TO HISTORIC
BANNERS ("Agreement") is made this 1 st day of October, 2020 ("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,MDC previously purchased historic banners for use in downtown Meridian
and City and MDC desire that these historic banners which are public art be a component of the
Meridian community;
WHEREAS,the Meridian Parks and Recreation Department is requesting MDC share in the
cost to replace some of the banners that MDC previously purchased;
WHEREAS,MDC is willing to contribute to City up to one thousand five hundred seventy
one dollars ($1571.00) for 32 historic banners;
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. Banner installation. Between Oct 1, 2020 and September 30, 2021, City agrees to
purchase 32 historic banners to replace existing banners. The parties intend these banners to
be used within MDC's downtown urban renewal district boundaries and replace other
banners that have reached their useful life.
B. Invoice MDC. City shall remit to MDC an invoice to reimburse the City for the $1571.00
cost of the 32 banners with receipts for payments rendered to vendor(s).
II. MDC's RESPONSIBILITIES.
A. Reimbursement. Within thirty(30) days of receipt of each of City's invoice, MDC shall
provide payment to City in the amount of one thousand five hundred seventy one dollars
($1,571.00).
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.
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III.GENERAL TERMS.
A. Term. This Agreement begins October 1, 2020 and shall remain in effect through
September 30, 2021 or until the banners are purchased and the city is reimbursed, whichever
occurs first.
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 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 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
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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 to effective on
the date first noted above.
:M M� IAIN DEVELOPMENT CORPORATION:
Att
Dave Winder Chairman St e Vlass , Secretary
CITY OF MERIDIAN: Attest:
Robert E. Simison, Mayor Chris Johnson, City Clerk
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