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HomeMy WebLinkAboutGrace Hudson Museum Endowment Fund 2011-02-16 (unsigned) CROSS REFAffootiment # ` 3 MEMORANDUM OF UNDERSTANDING BETWEEN GRACE HUDSON MUSEUM ENDOWMENT FUND, INC. AND CITY OF UKIAH, AND UKIAH REDEVELOPMENT AGENCY This Memorandum of Understanding ("MOU") between the Grace Hudson Museum Endowment Fund, Inc. ("Fund"), a California non-profit public benefit corporation, and the City of Ukiah ("City"), a general law municipal corporation, and the Ukiah Redevelopment Agency ("Agency") is entered in Ukiah, California, on , 2011 ("Effective Date"). RECITALS: 1. The Fund was established to provide financial support to the Grace Hudson Museum ("Museum") which is owned and operated by the City. 2. The Fund provides financial assistance to the Sun House Guild Corporation ("Guild") which has received an exemption determination from the Internal Revenue Service as a public charity under IRC §501(c)(3). The Guild assists in the operation and maintenance of the Museum as set out in the Sun House Guild and City of Ukiah Agreement that was renewed for an additional 25 years on Jan. 1, 2005. 3. On November 4, 2009, the City and its Redevelopment Agency ("Agency") agreed to sell two City owned parcels of real property on Cleveland Lane in the City to the Agency to be used for low income housing. The two parcels are Mendocino County Assessor's Parcel Numbers (APNs) 002-281-15 ("Parcel 15"), consisting of approximately 10,293 square feet and a portion of 002-281-29 ("Parcel 29"), consisting of approximately 8,070 square feet as outlined in the attached legal description. Based on an appraisal, the City and the Agency agree to a purchase price of $371,460 for both parcels. Parcel 29 was acquired by the City as part ofthe Hudson -Carpenter Estate, although no restrictions on the City's use of that parcel were imposed as a condition subsequent in the deed for that property. Parcel 15 was not acquired as part of the HudsonCarpenter Estate. 4. When the City and the Agency approved this purchase and sale of Parcels 15 and 29, they also approved the purchase of three parcels on East Clay Street in the City for $925,000. At that time, the Fund and the Guild agreed to contribute $152,000 toward the purchase of those parcels with the City contributing the sales proceeds from Parcels 15 and 27 and the Agency contributing an additional $401,540. The proportion of the Clay Street property represented by the Fund/Guild contribution toward its purchase was to be used to secure a future access right of way to Clay Street from the Museum property. However, the Agency was unable to complete the purchase of the Clay Street properties. 5. The City and the Fund now wish to memorialize their intention to use the sales proceeds from both Parcels 15 and 29 to benefit the Museum. 1 MOU: In reliance upon and in consideration of the above -recited facts and the terms and conditions stated below, the Fund and the City agree as follows. 1. Subject to the conditions set forth in subsections a -b below, the City shall deposit with the Fund the proceeds from the sale of Parcels 15 and 29, when those funds are transferred from the Agency and title to Parcels 15 and 29 are conveyed to the City. a. The Fund shall deposit the funds received from the City in a separate account and shall maintain an accounting of all deposits to and withdrawals from that account, which accounting shall include as much detail as the City reasonably requests, showing the source of deposits and the expenses paid from withdrawals. The Fund shall maintain copies of invoices, receipts or other documents used to prepare the accounting. The City shall be provided with informational access to the accounts at all times, shall receive copies of the accounting on a quarterly basis and shall have the right at any time to conduct an audit of the account. b. The Fund shall invest the funds using prudent investment practices with the primary goal to preserve principal and with the secondary goal of earning a reasonable rate of return. The principal shall be preserved and may be used to acquire access to Clay Street from the Museum property or other Museum -related projects. The investment returns may be used to support the Museum. The Fund shall replenish the account from other revenues available to the Fund any withdrawals from the account which do not comply with this subparagraph 1.b. If such violation of this MOU is discovered through an audit or other inspection of the Funds records or accounts by the City, the Fund shall reimburse the City for its costs of such inspection or audit. 2. In developing Parcels 15 and 29 for low income housing, the Agency shall assure that the site plan and development provides a shared access to Cleveland Lane from the Museum parking area and that the Guild is a participant in the development of said plans. 3. Miscellaneous. a. Assignment. Neither party to this MOU may assign, transfer or convey any interest in this MOU to a third party without the written consent of the other party to this MOU. Should any assignment, transfer or conveyance be approved, an additional or subsequent assignment, transfer or conveyance must also be approved by the other party to this MOU. b. Entire MOU. This MOU contains the entire agreement of the parties concerning its subject matter and there are no other promises or conditions in any other agreement whether oral or written. This MOU supersedes any prior written or oral MOUs between the parties. 2 c. Amendment. This MOU may be modified or amended if the amendment is made in writing, approved by all parties and is signed by authorized representatives of the parties. d. Severability. If any provision of this MOU shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this MOU is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, and enforced as so limited. e. Waiver of Contractual Right. The failure of any party to enforce any provision of this MOU shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this MOU. f. Construction of this MOU. This MOU will be governed by and construed in accordance with the laws of the State of California. The parties irrevocably consent to jurisdiction and venue in the state courts in Mendocino County. g. Notices. All notices required or permitted under this MOU shall be in writing and shall be deemed delivered when delivered in person, by overnight courier, fax or email or 48 hours after deposited in the United States mail, postage prepaid, addressed as follows: Wherefore, the parties have entered this MOU on the Effective Date. Signatures 3