HomeMy WebLinkAboutArts Council of Mendocino County 2018-10-05cook). lSl`t-i3do
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (MOU) is entered into on ()C TO g t l . 1 S ,
2018 ("Effective Date"), among the City of Ukiah (hereinafter referred to as "City"), the Arts
Council of Mendocino County (hereinafter referred to as the "ACMC") and Lauren Sinnott
(hereinafter referred to as "Artist"). The purpose of the MOU is to establish a framework for
cooperation and partnership between the three parties to maintain the public art installation on
the Ukiah Valley Conference Center at 200 South School Street in Ukiah, California. City,
ACMC and Artist may be referred to herein individually as a "Party" or collectively as
"Parties."
RECITALS:
1. The City owns the property at 200 South School Street, in Ukiah California, known
as the Ukiah Valley Conference Center.
2. The City has granted approval for the Artist, sponsored by the ACMC, to install
public art in the form of a mural on the north facing side of the property per the Public Art
Policy (Resolution No. 2016-45).
3. The Artist will paint a mural approximately 2,525 square foot in size on a 150 foot
wide, approximately 17 foot tall section of the side of the building located at the property at
200 South School Street, in Ukiah California.
4. The Artist shall coordinate with the City regarding the type of materials used on the
project to make the final product as durable and graffiti resistant as possible.
5. Per the application the anticipated life of the artwork is twenty (20) to forty (40)
years.
AGREEMENT:
Based on the above -recitals and the terms and conditions stated below, the Parties agree as
follows.
1. The Artist will perform annual inspections and perform maintenance and
cleaning of the art installation as needed. Surface cleaning is important in a commercial
setting where greasy street grime builds up. Maintenance for the art installation as outlined in
the application is to clean the surface by gently scrubbing with a degreasing product, such as
warm water and dish soap.
2. Should damage occur to the art installation the City will notify the Artist and
the ACMC as soon as it becomes aware of the damage. Artist and ACMC shall have one
week after the City gives ACMC such notification to respond, develop and implement a plan
for repairs.
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3. Images of the completed project are attached to this MOU in Exhibit A and are
to be used as a reference point when determining the extent of the deterioration of the
installation. The City can remove the installation in any of the following circumstances:
a. If the Community Development Director ("Director") deems the art
installation to be in a deteriorated or damaged condition, such as if the
installation is substantially faded, has a significant amount of paint that has
flaked off or is damaged, and/or if the key features are indistinguishable and
within 60 days after the Director gives the Artist and ACMC written notice to
restore the installation, the Artist or ACMC with the approval of the Artist fails
to restore the installation to the reasonable satisfaction of the Director based on
the photographs in Exhibit A.
b. The cost to repair the mural is found to be more than its value based on an
original installation cost of $11,250 and an approximate value of the completed
installation of $75,750.
c. The City is remodeling or otherwise performing construction on the
Conference Center which requires the removal of the installation.
The Parties acknowledge and agree that the installation is painted directly onto the wall of the
Conference Center and cannot be removed without substantial physical defacement,
mutilation, alteration, or destruction of the work. As a consequence, the rights and duties
under Civil Code Section 987 are deemed waived under Civil Code Section 987(h)(1).
4. The Artist will remain available to consult on the condition of the mural. The
cost for repairs can be estimated by the ACMC or by the City, but the Director must review
and approve the estimation.
5. The Term of the MOU shall commence on the Effective Date and continue for
the life of the installation.
6. The Artist, ACMC and City each bind themselves, and their partners, successors,
executors, and administrators and assigns, to the other parties to this MOU, and to the partners,
successors, executors, administrators and assigns of such other parties in respect to all covenants
of this Agreement. Neither the Artist, the ACMC nor the City shall assign, sublet, or transfer
this MOU or any interest in this MOU without the written consent of the other parties.
7. This MOU may be terminated or amended by written consent of all parties. Any
party shall have the right to terminate the MOU upon the failure of another party to adhere to
the conditions of the MOU. Notice of intent to terminate shall be in writing and shall provide
that the party not in compliance shall have the right to come into compliance within 60 days of
receiving such written notification; provided, however, that the time to cure will not apply to
extend the time for restoring the installation in accordance with Section 3.a.
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8. If any section, subsection, subdivision, paragraph, sentence, clause, or phrase of
this MOU or any part thereof is, for any reason, held to be illegal, such decision shall not affect
the validity of the remaining portions of this agreement or any part thereof.
9. No waiver, alteration, or modification of any of the provisions of this MOU shall
be binding unless in writing and signed by a duly authorized representative of both parties to
this Agreement.
10. Whenever written notice is permitted or required under the terms of this
Agreement, it shall be deemed given when received, if delivered personally, by fax or email
with acknowledgement of receipt, or by overnight courier, and 48 hours after deposit in the
United States Mail with proper first-class postage affixed thereto. Notices shall be sent to the
following address unless notice of an address change is given as provided herein.
CITY OF UKIAH
Ukiah Civic Center
300 Seminary Ave
Ukiah, CA 95482
Fax: 707-463-6204
Email:klawler@cityofukiah.com
Arts Council of Mendocino County Lauren Sinnott
309 E. Perkins Street PO Box 921
Ukiah, CA 95482 Point Arena, CA 95468
Fax: n/a Fax: n/a
Email: directortartsmendocino.org Email: lauren.sinnott@icloud.com
11. This MOU shall be executed in duplicate originals with each containing the
original signatures of the parties. Any such duplicate original shall be admissible in any legal
proceeding as evidence of the terms of this MOU.
IN WITNESS WHEREOF, the parties hereto have entered this Agreement on the
Effective Date.
CITY OF UKIAH
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Date
TTEST:
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Clerk
APPROVEDiS TO F
City A rney
Arts Council of Mendocino County
1,
Alyssum Weir, Director
10/jo//
Dade
ATTEST:
4-1,4114'
3
Lauren Sin
Lauren , Artist
4
Da e
City