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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: Nan -1F 0-12- Title 7-1off- a5 Date MCPAWS, Inc.: Name eci Title Date