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Home My Public Portal About2019.03.14 Idaho Transportation Dept Memorandum of Agreement Bridge ArtMEMORANDUM OF AGREEMENT Between THE IDAHO TRANSPORTATION DEPARTMENT And THE CITY OF McCALL FOR BRIDGE ART PURPOSE Idaho Transportation Department (hereinafter referred to "ITD" or "the State") and the City of McCall (hereinafter referred to as "the City") (hereinafter collectively referred to as "the Parties") desire to install artwork on four (4) pedestals and nine (9) rail sections of the Lardo Bridge and specify the terms and conditions under which such artwork installation will be performed and maintained. AUTHORITY Authority for this Memorandum of Understanding is established by Sections 40-317(4), 67-2326 through 67-2333 of the Idaho Code. RESPONSIBILITY AND PROCEDURES This Memorandum of Agreement is entered in accordance Cooperative Agreement for Improvements and Maintenance of the SH-55 North Fork Payette River Bridge ITD Project No. A013(392) Project No. A013(392) (Project No. 6230), on State Highway 55, in McCall, Idaho, at Mile Post 145 regarding the construction of the Lardo Bridge. During the bridge design process, locations on the Lardo Bridge were prepped and approved for artwork by ITD. The parties agree ITD constructed, owns and maintains the Lardo Bridge. Furthermore, the Parties agree that the City can commission artwork for, and ITD will allow the installation of such artwork on, the four (4) pedestals and nine (9) rail sections of the Lardo Bridge upon the following terms and conditions: SECTION I. The City shall: 1. Commission the artwork to be placed on the Lardo Bridge by agreement between the City and the artist. The price of and payment for such artwork, its funding, all costs for the design, installation, and maintenance shall be between the City and the artist. All artwork funded, constructed, and installed by the City shall remain the City's property. AGREEMENT FOR BRIDGE ART - 1 2. Any artwork decommissioned by the City may be removed from the Lardo Bridge by the City at City's discretion. City shall notify ITD in writing of its intention to remove any artwork from the Lardo Bridge at least thirty (30) days prior to the commencement of any such removal. City agrees that any damage which might be occasioned by the removal of any artwork from the Lardo Bridge will be repaired at City's expense and in accordance with ITD specifications. 3. Be responsible to ensure that the design, construction, and maintenance of any artwork installed on Lardo Bridge is in accordance with all applicable federal, state and local statutes, rules and regulations, including City standards and specifications. The City shall submit all plans or related construction documents to ITD for State certification that the design, installation, and construction of any artwork on Lardo Bridge meets the standards established by the State. 4. Agrees that no artwork installed on Lardo Bridge will impede ITD's exclusive jurisdiction of Lardo Bridge, including ITD's ability to maintain or improve Lardo Bridge in the future. Should any State -required maintenance or improvements necessitate the removal of any artwork from Lardo Bridge, the City will remove such artwork at City expense. City acknowledges, upon the request of ITD, it will within 5 business days remove any artwork from Lardo Bridge for any State - required maintenance or improvements. City acknowledges that such State - required maintenance or improvement may prevent City from re -installing such artwork as originally located or otherwise. 5. Be responsible for maintaining all artwork installed on Lardo Bridge. SECTION II. The State shall: 1. Not gain or vest any property right, title, or interest in the artwork to ITD. 2. Work with the City in regards to removal of decommissioned artwork including the issuance of a permit and coordination of traffic control as necessary. 3. Provide the City written notice within thirty (30) days of receipt of all plans or related construction documents from the City of acceptance of plans. SECTION III. Both Parties agree as follows: 1. The contact for ITD shall be the District Three Engineer Manager at 208 334 8300. The contact for the City shall be the Community Development Director at 208 634 5229. All notices, including any notice of default, shall be given by depositing a copy of such notice in the United States mail, postage prepaid and registered or certified, return receipt requested, to the respective parties hereto at the following address: AGREEMENT FOR BRIDGE ART - 2 ITD: District Three Engineer Manager P.O. Box 8028 Boise, ID 83707-2028 City: City Clerk, McCall City Hall 216 East Park Street McCall, Idaho 83638 Copy to: McCall City Manager McCall City Hall 216 East Park Street McCall, Idaho 83638 Or to such other address as may be designated in writing and delivered to the other party. All notices given by certified mail shall be deemed completed as of the date of mailing except as otherwise expressly provided herein. 2. FINANCING. The price of and payment for such artwork, its funding, all costs for the design, installation, and maintenance shall be between the City and the artist. 3. LIABILITY INSURANCE. During the term of this agreement the City will maintain liability insurance in amounts not less than the limits imposed in Idaho Code 6-926 and will include coverage for risks associated with the public art installed on the bridge. 4. LIMITATIONS. Nothing in this Memorandum of Understanding between ITD and the City shall be construed as limiting or expanding the statutory or regulatory responsibilities of any involved individual in performing functions granted to them by law; or as requiring either entity to expend any sum in excess of its respective appropriation. Each and every provision of this Memorandum is subject to the laws and regulations of the state of Idaho and of the United States. Nothing in this Memorandum of Understanding shall be construed as expanding the liability of either party. In the event of a liability claim, each party shall defend their own interests. Neither party shall be required to provide indemnification of the other party. 5. EFFECTIVE DATE: The term of this Agreement shall commence upon full execution of this Agreement ("Effective Date") and continue until terminated by either party following thirty (30) days' written notice. 6. METHOD OF TERMINATION: This Memorandum of Agreement shall remain in force unless formally terminated by either party after thirty (30) days written notice to the other Party. AGREEMENT FOR BRIDGE ART - 3 7. AMENDMENTS: Amendments to this memorandum shall become effective upon mutual agreement and written approval by the Director of ITD or delegate and the signing authority of the City. 8. ATTORNEY FEES. In the event of any controversy, claim, or action being filed or instituted between the parties to enforce the terms and conditions of this Agreement, or arising from the breach of any provision hereof, the prevailing party will be entitled to receive from the other party all costs, damages, and expenses, including reasonable attorneys' fees including fees incurred by the prevailing party. The prevailing party will be that party who was awarded judgment as a result of trial or arbitration. 9. SEVERABILITY. In the event any of the provisions of this Agreement shall be deemed illegal or unenforceable, such determination shall not operate to invalidate any of the remaining provisions of this Agreement. 10. SUFFICIENT APPROPRIATION. It is understood and agreed that the State and the City are governmental agencies, and this Agreement shall in no way be construed so as to bind or obligate the State or the City beyond the term of any particular appropriation of funds by the Federal Government, the State Legislature or the City as may exist from time to time. The Parties reserve the right to terminate this Agreement if, in its sole judgment, the Federal Government, the legislature of the State, or the City fails, neglects or refuses to appropriate sufficient funds as may be required for the Parties to continue payments. Any such termination shall take effect immediately upon notice and be otherwise effective as provided in this Agreement. 11. HEADINGS. The headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 12. GOVERNING LAW. This Agreement shall be governed by and construed under the laws of the State and the Parties hereto consent to the jurisdiction of the state courts of Ada County in the State of Idaho in the event of any dispute with respect to this Agreement. 13. BINDING EFFECT. The provisions and stipulations of this Agreement shall inure to and bind the heirs, personal representatives, assigns and successors in interest of the parties hereto. 14. ENTITY AUTHORITY. Each individual executing this Agreement on behalf of an entity represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of said entity in accordance with duly adopted organizational documents or agreements and if appropriate a resolution of the entity, and that this Agreement is binding upon said entity in accordance with its terms. AGREEMENT FOR BRIDGE ART - 4 15. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. 16. ENTIRE AGREEMENT. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the transaction contemplated herein, and no party shall be liable or bound to the other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein. IDAHO TRANSPORTATION DEPARTMENT CITY OF MCCALL By:� Its IDAHO TRANSPORTATION DEPARTMENT Attest. 0�0$4614 Wagner,City Clerk � (Seal) O sff % 4 C SEAL x * ..... * x '•: 0 By re: .,, �. eting on AGREEMENT FOR BRIDGE ART - 5 B 7 ckie J, Ayffion,Mayor e, `b18 A � �► nunn��