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Memorandum of Understanding with Meridian Development Corp for Public Art Consulting ServicesMEMORANDUM OF AGREEMENT FOR PUBLIC ART CONSULTING SERVICES This MEMORANDUM OF AGREEMENT FOR PUBLIC ART CONSULTING SERVICES ("Agreement") is made this?. day of July, 2012 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Meridian Developznelit Corporation, an urban renewal agency organized under the laws of the State of Idaho ("MDC"). WI-IEREAS, the pal•ties end that there is a need to obtain professional public al•t consulting services in order to complete the installation of two public art pieces in conjunction with Phase II of the Meridian Split Corridor roadway construction; WHEREAS, City is overseeing the process of selecting artists and installing the public art, and is willing to engage a public art consultant, as an independent contractor, to provide such professional services for this project; WHEREAS, MDC is willing to reimbw•se City for up to seven thousand dollars ($7,000.00) for costs related to such public art consulting services; 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 Ri;SPOiYS[BILITIl;5. A. Contract with Consultant. City agrees to engage, as an independent contractor, Mark Johnstone, a public art consultant who is specially trained, experienced, and competent in the provision of professional public art consulting services {"Consultant"), pursuant to the terms and conditions set forth in the Professional Services Agreement for Public Art Consulting Services, attached hereto as Exhihit~l ("City/Consultant Agreement"). B. Seek reimbursement in FY12. City shall remit to MDC receipts for payments rendered to Consultant by City in Fiscal Ycar 2412 ("FY12") pursuant to the City/Consultant Agreement, and shall request, by invoice to MDC, reimbursement far such payments: 1. Reimbursement upon completion of Project Phase 1: $ 1,000.00 2. Reimbursement upon completion of Project Phase 2: $ 1,600.00 3. Reimbursement upon completion of Project Phase 3: $ 1,600.00 Total FYIZ reimbursement:$ 4,200.00 C. Seek reimbursement in FY13. City shall remit to MDC receipts for payments rendered to Consultant by City in Fiscal Year 2013 {"F'Y13") pursuant to the City/Consultant Agreement, and shall request, by invoice to MDC, reimbursement for such payments: Reimbursement upon completion of Project Phase 4; $ 2,800.00 Total FYl3 reimbursement:$ 2,800.00 MEMOR~NPUM OC AGREEMENT rOR REIMBURSEMENT FOR PI1f3L1C ART CONSUf,T[NG SRRVICF.S PnrJE I of 4 iI. 117DC's I2t;SI'ONSIBILITIES. A. Reimbursemelxt. Within thirty (30) days of receipt of City's invoices, MDC shall reimburse City for payments made to Consultant, in the amounts set forth above, not to exceed seven thousand dollars ($7,000.00). B, RepreseutatIVe. MDC shall provide one representative to serve on the RFQ and RFP Selection Panels convened by Consultant for the purpose of selecting artists and/or proposals, C. Appropl•iation. Notwithstanding anything ui this Agreement to the contrary, MDC's obligations under this Agreement to reimburse City for payments n~acle to Consultant shall be subject to and dependent upon appropriations being made by the MDC governing hoard for SUCll pU1'pose. The officer or administrator charged with the responsibility ofpreparulg MDC's annual 2012-2013 budget shall include in the proposed budget fox that fiscal year the reimbursement amounts noted herein, which will be duly considered by the Board along with the other proposed expenditures for fiscal year 2012-2013. III.Grlyr;rzal, ~rFI:>vts. A. 'T'erm. This Agreement begins immediately upon execution and shall remain in effect through December 31, 2012. B. Notice. Notice required to be provided by either of the parties under this Agreement shall he in writing and be deemed connnunicated when mailed by United States Mail, addressed as follows: ` City: City of Meridian MDC: Meridian Development Corporation City Attorney's Office Ashley Ford, Administrator/Project Manager 33 E, Broadway Avenue 33 E. Broadway Avenue Meridian ID 836x2 Meridian ID 836d2 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. 'T'his Agreeme~rt embodies the entire agreement and understanding between the parties pertaining to the subject inattcr of this Agreement, and supersedes all prior agreements, >.ulderstandings; 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• Exhibits. All cxlubits to this Agreement are incorporated by reference and made a part of this Agreement as if the exhibits were set forth in their entirety in this Agrccznent. E, 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 MEMORANDUM OF AGREEMENT FOR REEMBURSL'iv1GN'r FOR PUBLIC ART CONSULTING SFKViGES P,aGS 2 4r 4 MDC: is the #crminatiztg party, C".ity shall be entitled to zeceive rcimbursement for payments made for services properly performed by Consultant to the date of terzninatiozt. F. Severability. If any part ofthis Agreement is held to be invalid or unenforeea6le, such holding wall not a.ffcct the validity or enforceability of any other part ofthis Agreement so long as the remailtdar of the Agreezttent is reasonably capable oi' completion. The invalidity or uztenforeeability ofany particuia]• provision of this Agreemont shall not affect the other provisions, and this Agreement shall be construed in all respects as if any invalid or tutenfarceable provision were omitted. Cr. Applicable Law. The Agz•eemczzt shall be governed by the laws of the State of Idaho and jurisdiction for any disputes arising hereunder shall be in the Fou]•th Judicial District, Ada County, State of Idaho. IN WITNESS WHERF,OF, the parties hereto have executed this Agreement on this ~ 'I day of July, 2012. MERIDIAN I)F~VI+'.l,[)YM1~;N`[' C.'OIZPORArI`ION: -~ ~l/t, G _~__.__ I3y CITE' OF MEIdII)IAN; _ .~P/f 'l'antmy de erd, Mayor , 4O`LAL LD A ~LGrr G~4- J ~~ _ ~ ~q ~ity V{ fit' Jl~Cll~ `" `~y,. yPy~ aycee 1man, City Clerk 6ADf ~ht TREASti~~ MBtV£OIZANC]UM OF AGit(i]iMENT FQR IZEIMt3ClRSEIvIEiJ'I' I'OK FUlit,tC AttT C4NSUC:1'1rfG SI:IZVTCisS PAGE 3 OF 4 EXT3~~IT A CITYICONSULTANT AGREEMENT MEMORAND[JM OP AGREEMENT FOR KEIMBUIt$EMEN'P POR PUf3L1C ART CONSUC:P[NG SERVICES PAGE 4 OF 4 PRQrESSIONAL SERVICES AGREEMENT I+OR PUBLIC ART C(INSULTING SERVICES This l'ItU1+LSSIONAL SERVICES AGREEME,IV''I' k~()R PUBLIC ART CONSULTII`~G SERVICES ("Agreement") is made this ~~ day oi' Juno, 2012 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"}, by and through the Meridian Arts Commission ("MAC"}, and Mark Johnstone, an individual whose address is 1',U, l3ox X1350, Halley, Idaho ("Consultant"). WHEREAS, City has determined the need fot• prafessianal public att. consulting services in order to eortaplete the installation of two pttblia art pieces in canjttnction with Phase lI of the Meridian Split Corridor roadway construction; and WHEREAS, Consultant is specially trained, experienced, and competent in the provision of such professional services; NOW, THEREIi'ORI~, for good and valuable cansideradon, the receipt and sufficiency of which is hereby acknowledged and agreed, and in consideration of the mutual promises and covenants herein contained, thv Parties agree as follows: I. Scor>; or Src~vxc:t:5. A. Scope of warI~, City agrees to engage Consultant to provide, atxi Consultant agrees to provide, the services described in the Scope of 'Work, attached hereto as ExliBbit A, in accordance with the timeline described therein, B. Tirrte of perl'arnnanee, The services to be performed by Consultant and the contributions and decisions made by City under this agreement shall be cotnp[eted by the deadlines set forth in the Scope of Work, Consultant agrees that services and work provided under this AgreenleJrt shall be performed in a tilneIy JuarnJer, The Parties acknowledge and agree that tinne is strictly of the essence with respect to this Agreement, and that the failure to timely perforrrJ any of [iJe obligations hereunder' shall constitute a breach of, and a default under, this Agreement by the party so failing to perform, C. 'I'srn~. `This Agreement begins immediately upon execution and shall remain in effect through November 30, 2012, D. Retards. All records, including those of costs, reimbursal>lc expenses, and payments shall be kept to generally recognized accounting rnetltocls and standards and shall be available to the other Party at all times, Consultant specifically recognizes that records containing information relating to the conduct or administration of the public's business prepared, owned, used or retained by Consultant shall be public records. PROH'BSSIONRLSBJ2VJCE5 AGRLtJt~1t3N'CNOR PUBJ.IC ARTCONSUI:I'TNG SERVICES PAGB 1 an7 Il[. PAYMCN'1'. A. Amoun#. City shall remit to Consultant far services rendered pursuant to this Agreement an amount not to exceed eight thousand dollars ($8,000.00, to be paid by City following provision of the following deliverables as described in and pursuant to the timeline set forth in the Scope of Work attached hereto as F.'xhibrtA; 1. Upon completian of Project Phase l; $ 1,000,00 2, Upan completian of Project Phase 2: $ 1,b00.00 3, Upon completion. of Project Phase 3: $ I,600,Ot1 4. Upan completian of Project Phase ~: $ 3,200.00 5. Upan completion of Project Phase S: $ 600,0t} Total compensation: $ 8,000,00 The remittals described in this paragraph shall constitute full carnpensation froth Cify to Consultant for any and all of Consultant's services, casts, and expenses related to services performed under this Agreement. City shall not reimburse Consultant for any other costs, including, but not limited to, any costs related to travel, tips, ntea[s, phone calls, ar inter'net usage. t3. Method at' payment, Upon execution of this Agraetnent, Consultant shall provide City with a completed W-9 forth. Upan completian of each project phase as set forth in the Scope of Work, Consultant shall provide City with an itetzil~ed invoice for services provided, whreh invoice shall he provided by formal notice, City shall pay Consultant for scryices provided within thirty (30) days of reca,'pt of invoice, Payment of all taxes and other assessments on such sums shall be the sole responsibility of Consultant. III. Gl;~'Li2AL'1•L1tMS, A. Independent contractor. In all matters pertaining to this Agreement, Consultant shall be acting as an independent contractor, and neither Consultant nor any officer, employee or agent of Consultant shall be deemed an employee of City. }except as expressly granted herein, Consultant shall have no authority or responsibility to exercise any rights or power vested in City. The selection and designatlan of the personnel a~f City in the performance of this agreement shall be made by City. B. Day-to-stay cotnmanlcatlons, The fallowing person shall serve as City's primary contact for all day-to-day communications between City and Cansttltant as may be necessary or useful far accomplishing each party's respective tasks as set forth in the Scope of Wark, Communication between Consultant and the City's primary contact regat•ding day-today matters shall occur via e-mail ar #elephane, as follows; City: Emily Kane Consultant: Mark Johnstone ekane@meridiancity.org markjohnstone@cox-internet.com l'honc; 208-898-5.506 Phone, 208-788-37$8 13ither patty may change its contact infar•mation for the purpose of this paragraph by giving formal notice of such change to the other in the manner herein provided. PRaRL~SSIflNAL SERVICDS AaRL+HMLN'rFOK T~t!}3L[C ARTCONSUI,TTNG StiRVIC[iS I'AC3A2 OP 7 C, Formal notice. Formal notice required t.a be provided by either of the parties under this Agreement shall be in writing and be deemed communicated when maned by United States Mail, addressed as follows; City; City of Meridian Consultant: Mark Johnstone City Attorney's Office P.O, I3ox 4350 33 )?• Broadway Avenue Halley ID 83333 Meridian ID 83G42 Either paz•ty may change its address for the purpose of this paragraph by giving formal notice pf such change to the other in the manner herein provided. D. insurance. Consultant warrants that he has obtained, and will maintain aC his expense far the duration of this Agreement, workez•'s compensation insurance in the amount required by Idaho law, All othex insurance shall be obtained at Consultant's sole discretion and risk. B, I<zrdernnity. Consultant shall indemnify, defend, save, and hold harmless the City and any and all of City's officers, agents, or employees from any and all losses, claims, suits, actions, or judgments far damages or injury to persons or property, anti from any and all losses and. expenses caused or incurred by Consultant, lzis servants, agents, employees, guests, and/or business invitees while on City's premises or while fulfilling Consultant's abIigatians under this Agreement, except for liability arising out of concurrent or sole negligence of Gity or City's officers, agents, or etnplayees, Consultant shall indemnify, defend, save, and bold harmless the City and any and all of City's officers, agents, or employees from any and all losses, claims, suits, actions, or judgments for damages or injury to persons or property, and from arty and all losses and expenses caused or ineuz•red by Consultant, its servants, agents, employees, guests, and/or business invitees as a result of or arising out of the work performed under this Agreement and arising from the sole or• joint negligence of Consultant. F, t;ompliance Svitfr laws. Consultant shall provide services and work under this Agreement cansisteni with the requirements and standards established by applicable federal, state and city laws, ordinances, regulations and resolutions. Consultant shall not discriminate against any person in the performance of this Agreement, on the grounds of race, gender, religion, national origin, sexual orientation, marital status, disability, ar• age, G. Industry stanrlurds, Consultant represents and warrants that he will perform Isis work in accordance with generally accepted industry standards and practices for the profession or professions tkzat are used in performance of this Agreement and that are in effect at the time of performance of this Agreement. H. Entire agreement; modificatlvn, This Agreement embodies the entire agreement and understanding between the parties pertaining to the subject matter of this Agreen-zent, and supersedes a1I prior agreements, understandings, negotiations, repzesentations, and discussions, whether verbal ar written, of the parties pertaining to that subject matter, T~ROFE55{ONAL SBRVZCDS AGRL~GM~NT POR PUnl.rc At. r CaNS(fl:l•INti SI312VI(;f?S PAar3 3 6F 7 The Agreement zrtay not be changed, amended, or superseded unless ley means of writing executed by bath Parties hereto. I, ;Gxhibitss, All exhibits to this Agreement are incorporated by reference and made a part of this Agreement as if the exhibits were set forth in their entirety in this Agreement, .T. Assignmez'<t. Consultant ]nay not subcontract, assign, or transfer any right or duty arising hereunder without the prior written consent of the Gity, Any subcontractor, transferee, ar assignee shall be bound by all of the terms and conditions of this Agreement. City may withhold its consent to assignment, succession or other transfer of Consultant's rights and responsibilities under this Agreement, when City, in its reasonable discretion, determines that the proposed teansactian would not serve the best interest of the City of Meridian, 7'he provisions of this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns, K. Termination, In the event of any termination of khis Agreement, all finished or unfinished documents, data, and reports prepared by Consultant under this Agreement shall, at the option of City, become City's property, and Consults]}t shall be entitled to receive just and equitable compensation for any work satisi'actGrily completed hereunder. This Agreement may be terminated as follows; 1. Termixtation far convenierrce. City may terminate this Agreement in whole, az• in part, for the convenience of the City when both partios agree that the continuation of the project is not in the best interest of both parties and that further expenditure of funds will not produce satisfactory results, The parties shall agree in writing upon the conditions, effective date and fair and reasonable payment for services reasonably pertortned to the date of termination. 2. TerrniT~atlan for Gause. If City determines that Consultant has failed to comply with the ternns and conditions of this Agreement, violated any of the covenants, agreements, sad/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the perforlnancc of this Agreement, the City may terminate this Agreement in whole, or in part, at any time, by giving formal notice to Consultant, in the ]Wanner herein provided, of any or aII defioieneies claimed. The formal notice will ba sufficient for all purposes if it describes the default iu general terms and provides a reasonable time to cure, Xf all defaults are not cured and corrected within the reasonable period as specified in the formal notice, the City znay, with no further notice, declare this Agreement to be terminated. Consultant wiIi thereafter be entitled to receive payment for those services reasonably performed to the date of termination, Iess i:he amount of reasonable damages suffered by the City by reason of Consultant's failure to comply with this Agreement. Notwithstanding the above ox any other provision of this Agreement, Consultant shall not be relieved of liability to City far darrlages sustained by City by virtue of any broach of PRGI~1?SS]GNAL SL'RV1G?S naRlspM}]r?•r>=aR PUBLIC AR'E' CONSULTING SE?RVIC[1S t~A(iII 4 OR ~ this Agreement by CattstllCant, and City may withhold troy payments to Consultant for the purposes of Set-ot'f utitiE Stich time as the extict ~tiionnt of damages clue City i5'om Consultant is determined. This pravisioti shall survive the Perrniuation of this Agreetf~ent and shall trot relieve Consultant of Jjability to City for damages. ' I~. Noj,+vniver, A waiver of troy right, remedy or provision provided i:~ this Agreement or by law shall not constitute a waiver of any other rights, rcmeclies or provisions, whether or not sin'tilar, riot sJtal] any waiver in one instance eonsiitutc. a waiver in any other instance or constitute a conthtuing waiver, The rights and remedies provided het•ein are not exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. City shall not be required to reinstate ;toy provisions nt this Agreement following a ++'aiver for the provision to be effective in any other instance, i1rt. Severability. If at~y Dart of this Agreement is held to be invaficl or unenforceable, such holding +vill not affect the validity ot• etfforceability o'F any other part oi'this Aureenient. so long as the remainder ol'the Agreement is reasouubly capable of completion. The invalidity or tu~enforeeability of any particular provision oi'tl~is Agreement shall not affccC tl3a other provisions, and this Agreement shall be construed in a]l respects as if any invalid or unenforceable provision were omitted. N. Attorney fees. ht the evea~t an action, suit, or proceeding, including appeal therefrom, is brought for failure to obseri~e any of the terms of this Agreement, the non-laeevailing party shat] lie responsible fir the prevailing party's attoi•E~ey's fees, expenses, costs, Ind tlESbill'SCIZ'leilt'S lot' saiCl aCtEOn, stilt, proceeding or appal, 0. Governing la+v; venue. This Agreement shall be governed and construed in accordance with the laws oi'the State of Idaho without resrn~t to any jtu-iscliction'scoo#•lict of late+s, rules or doctt'ines. Any Blain,, action, suit or proceeding bett~reen [Ire City and COnh'tletQr that arises from ot• relates to this Agreement shall be brought aEfd conducted solely an(1 exclusively with the I"ourth .Tudicial District Court of Acla Cotu7ty for the State of Idaho. 1'rovidcd, however, if the claim must be brougJtt in tt federal forum, theft it shall be brought and conducted exclusively within the United States Dish•ict Court for Idaho. IN j'VTTN'~SS` W)EI)GRL4r, tl~e parties hereto have execuCed this Agreement on this day of June, ?.012. PROI+IiSSIQ\~Af, SGR+'ECGS AGREL'A~I);N'r FOR YU6l.tC Att1' L:QNSULTI~O PJt:RVICE$ f ~1CG5 OF'J EXHIBI'~ .A. 15COPE OF WORK DEADLINE S~RVI(;~ AND DIsI,IVERABLL~.S CON'1'I2IBU'PCONS ANI) pAYIvI~NT YItOVIriED BY CONSUL'PANT DECISIONS MAll4 BY CITY SCHEDUI,F ~'7/l/l2, I'ro'ccl ~ozninelc~s - - - - ° ;' `; ;. ' ~ ~ ` ,~ By ' •'llttend irieeting.witll Ad:~ _ • Schcdul~ }~ncl atteiad meetYng, •~ , 7/1 3112 ,Coullty;Hlgliw~y.Dlsfiict, ~#ty:;, , with Ad; bounty I.ilghway ~: r ~ Ru ~Del)t„ iVlayori's :)''a11cs ~~ 17isturt (>ity Parks ~ Rcc; ' , ~' , ; ., Uffic.e,l+TelTdlan Arts , De)ii ,1~i~y1)z's Of(tc~, ' ; 1 C.grnTniss~ozT ~ , Mei~i~lXan'FLts Coijrn1ssion ~' , , ` ''~ • flttend mcetln~;wlth City ~ • : Sciiedlile,aiTd aliend nTeetilg r~ Protect lVlanager; with c'l,~y PIo IecT Manllgsi; ~ - Pee tlt'e laecthud et ~ , , . In ulfroln:~'it }~inanre 4, ~ By '• Prepare-Gall to ~Artlsts • ~ Approval by ~ tty Purchasing 712?I12 • f'i~epare Rei~uest f'ol M;ji)agel~=(s5 in fo>.;m, F (?11d1z11cGttlonS ~ 1eglildtU! ~' COIllpli(~T1Ce~ ~ '~ , , ~~ :.. ., C~ = ~ • 1't•epale 1Zc,ciucst:#ol 1'topo,als ~ -+ • ,4pploval Uy ctty Patl(s '` , . i , .j - 5 -~ ~ ~ nepi Drte.ctox ~+nd`,~da , , T 1 r i ti f ' C't~~tnty ~11gh1T~'ay L~iStllet` ~a$ ,, c ~ ~ ' ~ , ~ - t ~ i ~ ~ ~ ~ ~ ' , ~ ; . t ' ,, , ,, ~ to ~~l oat/ct s pc~ s)- -, , , , - ~ , ~ ~. l ' . • Ap~?rova~ by M~i'i~linn Al•Ls ~ ;` r: Conimis$pn ';," ~ • ,Z3eSlgn-A1t1S1 SE1CCtlOn:; ' ~? It~~iUt from 1Vlelldi:3n Ails ' . )1G~C~ Sa!]tl ell C{3tilt G1fteCia; 1 ~ t~ y , ~ C.lin)1T115S101], Ll ~~tOllle 5 ~ . Y C1)0 ~ ~ ~ ' . . ~ Pie ark Ia1ec..t sc,hedTile ~ OiEicc ~ conTl)l~°tioil :' , +'Schedule Altisf wozk5h~p, ` • R~~~~in lese:.vatlc~n,`(ii - ofPtotect ~; , ,I base 1 • ~~ :, zoUly City Co a G.set Vr nzeting ' wprlcshop held rtt ~1~le~ldl~t1 , $ 1g000,U[) - ~siac©~(if~held tti-'Clt !I 'a1~) Cit Hali)~ °~ , By • Release Call To Artists in + Approval of press release by 7/27/12 electronic and printed Mayor's Chief of Staff (as to N formats; due date of 9//0/12 form and content) • Prepare and distribute press • fasting on City wcbpage release regarding Call to • Posting on City social media .Artists • Provide al•tist mailin list o Between • Present, in Meridian, an • Host workshop Upon 8IC/12 and Artist workshop on how to • Provide use of computer completion 8/10/12 respond to Call to with Powerfoint capability, of Project Artists/RPQ projector, screen Phase 2; $1,600.00 YRpRESSIONAL SL'RYICES ACRt3E?tv1HNT I~OId PU13E.TC ART CoNsrzi;rwG SF-RV(CI'S Pnaa 6 oN 7 PROFESSIONAT.SPRV[CES AGRH6MHMTPOR PUBLIC ART CONSULTIMCi S6RV[CES PAGE 7 0~7