HomeMy Public PortalAbout2023.05.11 Memorandum of Agreement City of McCall & McPawsMEMORANDUM OF AGREEMENT
BETWEEN
CITY OF MCCALL
AND
MCPAWS, INC.
THIS AGREEMENT is made this iq day of .J vi.,q , 2023
("Effective Date"), by and between MCPAWS, Inc. McCall, Idaho, an Idaho Non -Profit
Corporation ("MCPAWS"), and the City of McCall, Idaho, a city organized and operating under
the statutes of the State of Idaho ("City"), for development of a public art mural project ("Mural")
to be located on the west facing exterior wall of the MCPAWS Thrift Store building located within
the McCall Downtown West Urban Renewal Area at 301 E. Lenora Street, McCall, Idaho ("Site").
RECITALS
WHEREAS, the McCall Area Comprehensive Plan (2018) includes a goal to "celebrate the
culture of McCall and creativity of residents through public art (pg. 41);" and
WHEREAS, the City agreed that artwork installed within the McCall downtown is a
benefit to the public; and
WHEREAS, the City adopted procedures and policies for public art selection on June 29,
2012; and
WHEREAS, the McCall Public Art Plan (2021) identifies downtown outdoor murals as a
first priority project (pg. 20); and
WHEREAS, the City issued an invitation to business and property owners to nominate a
wall within the McCall Downtown West Urban Renewal Area to be the location for a public art
mural installation; and
WHEREAS, MCPAWS nominated the west -facing exterior wall of the MCPAWS Thrift
Store located at 301 E. Lenora Street, McCall, Idaho, to be the public art mural location; and
WHEREAS, the Executive Director of MCPAWS participated in a selection panel to
choose Jay Rasgorsheck ("Artist") at the project mural artist though a competitive proposal
process; and
WHEREAS, MCPAWS owns the Site, and has agreed to make the exterior wall of the
building available to the City for the installation of a public art mural; and
WHEREAS, McCall City lCouncil has approved commissioning of the Work by the Artist
pursuant to the McCall Public Art Selection Policy on May 11, 2023.
NOW, THEREFORE, the Parties hereto agree as follows:
1. FINAL ARTWORK DESIGN SELECTION: The City shall facilitate a process, pursuant
to City public art policies, to select the final design of the mural to be installed by the Artist
on the Site. MCPAWS agrees to participate in the City's selection process for the selection
of the final design of the artwork. The City Council shall approve the final artwork design
prior to commencement of installation.
2. SITE ACCESS: Artist, subcontractors of the Artist, or project volunteers shall have right
of entry to Site property with advance approval of MCPAWS for the purposes of installing
the Mural. City shall provide MCPAWS at least forty-eight (48) hours' prior notice of such
entry and receive written approval by MCPAWS.
3. OWNERSHIP: MCPAWS agrees that the City is not, nor will be at any future point in
time, the owner of the artwork. Additionally, the City shall not be responsible for any
maintenance or repair to the artwork.
4. MAINTENANCE RESPONSIBILITY:
a) The Artist is responsible for all parts and workmanship of the Mural for a period of
one (1) year after acceptance of the Mural at no cost to the City or MCPAWS as
provided in section 9(a) of the Artwork Commission Agreement by and between
City and Artist executed May 11, 2023.
b) MCPAWS is responsible for implementing and executing a maintenance plan to
maintain the artwork. Maintenance shall be conducted regularly and as needed in
order to maintain the public art is good condition for a minimal period of five (5)
years, commencing from the installation of the artwork. Additionally, during this
period, for the public benefit, MCPAWS must keep the artwork visible,
unobstructed from all visual and physical obstructions other than natural tree
growth, and accessible to the public. In the event that MCPAWS fails to maintain
the artwork in good condition, then after thirty (30) days written notice from the
City of such failure to maintain the artwork, MCPAWS shall, within fifteen (15)
days thereafter present its plan for maintenance to restore the artwork to good
condition. In the event that the plan, or the work done pursuant to the plan, is
insufficient, in the opinion of the City to restore the artwork to good condition, the
City may, in its discretion, require the removal, or covering, of the artwork, at
MCPAWSs expense without further notice.
5. GENERAL PROVISIONS:
a) City and MCPAWS contacts. The Parties hereby designate the following
individuals to serve as the City Contact and MCPAWS Contact, respectively:
City Contact: MCPAWS Contact:
Delta James, Economic Development Planner Amber Kostoff, Executive Director
djames@mcall.id.us akostoff@mcpaws.org
208.634.3504 208.634.3647
b) Notice. Communication between City Contact and MCPAWS Contact may occur
via e- mail .or telephone. All other notices required to be given by either of the
Parties hereto shall be in writing and be deemed communicated when personally
served, or mailed in the United States mail, addressed as follows:
If to City:
City Clerk, City of McCall
216 E. Park Street
McCall, Idaho 83638
If to MCPAWS:
MCPAWS, Inc.
P.O. Box 1375
McCall, Idaho 83638
c) Termination. Either party may terminate this Agreement by providing thirty (30)
days' notice of intention to terminate. Such notice shall include a description of the
breach or circumstances providing grounds for termination. A fourteen (14) day
cure period shall commence upon provision of the notice of intention to terminate.
If, upon the expiration of such cure period, cure of the breach or circumstances
providing grounds for termination has not occurred, this Agreement may be
terminated upon mailing of notice of termination. Notwithstanding the forgoing,
the maintenance obligations herein may not be terminated once the artwork is
installed.
6. GOVERNING LAW: This Agreement shall be interpreted in accordance with the laws of
the State of Idaho.
7. ENTIRE AGREEMENT: This is the entire agreement of the parties and can only be
modified or amended in writing by the parties.
8. LIMITATION OF LIABILITY AND REMEDIES: MCPAWS agrees that for any breach
of this Agreement of and kind or nature irrespective of damages which may or may not be
sustained by MCPAWS, the sole remedy for such breach shall be to terminate this
Agreement according to the terms provided herein. •
9. TERM: This Agreement begins immediately upon the Effective Date and shall expire upon
final acceptance approval of the Mural by the City and MCPAWS, unless earlier terminated
as set forth herein.
City of McCall:
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Date
MCPAWS, Inc.:
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