Tualatin Valley Creates ~ MU211001 ~ Musical Benches Public Art Collection Tu
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MUSICAL BENCHES PUBLIC ART COLLECTION
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding made and entered into this date 'A ,", 20to by and
between Tualatin Valley Creates(hereinafter"TVC")and City of Tigard (herein after"PARTNER"),
defines the mutually agreed upon terms and conditions for participating in NC's Musical Benches
Public Art Collection (hereinafter"MB").
1. PURPOSE
TVC is working to grow Washington County's public art portfolio.As part of this effort it is using
grant-funded capital support to commission new artworks in what is being tailed a Travelling
Public Art Collection.The artworks are being loaned to partners throughout the County for
community benefit for periods of time under terms specified herein.TVC retains ownership of
all MB artwork. However PARTNER may negotiate to purchase artwork(s)at end of loan term if
desired.
II. ACTIVITY DATE(S)/PARTNERSHIP DURATION
A. Schedule of installation estimated late October-early November 2020 window
B. Loan of MB artworks to PARTNER is on an 8-month term beginning on the date of its
installation.
111. TVC WILL PROVIDE THE FOLLOWING
A. Be financially responsible for the creation of and maintenance of the MB artwork(s)
B. Maintain liability insurance for the entire MB series
C. Manage procurement of permit(s) as needed
D. Facilitate installation of artwork
IV. PARTNER SHALL 13E RESPONSIBLE FOR THE FOLLOWING
A. Facilitate connections with applicable city departments and/or leading community
representatives
B. Monitor installed artwork(s) for vandalism and/or deterioration due to natural wear and
promptly notify TVC of any issues
C. Coordinate unveiling ceremony in concert with entire MB completion
1. Determine host venue for reception, in-person or virtual
2. Send out invitations to community leaders and artists
3. Cover costs associated with ceremony
D. Log and track volunteer hours associated with MB efforts. Supply log sheets to TVC upon
request.
V. SHARED RESPONSIBILITIES, PARTNER will cooperate with TVC to:
A. Finalize location(s)of installation
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B. Market and promote the unveiling ceremony
C. Be available to meet artist(s)for site-specific questions as needed
VI. FIDUCIARY RESPONSIBILITIES
A. TVC will be financially responsible for the creation and maintenance of artworks within
the MB.
B. TVC will provide liability insurance in the amounts approved by PARTNER and will name
PARTNER and/or any other entities as additionally insured.
C. TVC will absorb any permit fees, installation costs,and/or signage for each MB work in
the collection.
D. PARTNER shall be responsible for the costs associated with the unveiling ceremony as it
relates to the artwork(s).
E. TVC and PARTNER make no guarantees and/or promises to directly or indirectly
compensate the other party.
VII. OWNERSHIP
TVC maintains all ownership rights. MB artwork is on temporary loan to the benefit of PARTNER.
At end of loan term, PARTNER may negotiate to purchase artwork(s) if desired.
VIII. COPYRIGHTS
A. As a commissioned work of TVC,TVC retains ownership of copyrights beyond artist's
authorship rights.
B. TVC retains the right to use content created by PARTNER in its communications and
marketing. This includes but is not limited to photographs, paragraphs, sentences, and
phrases.
C. TVC is responsible for compliance with the Visual Artists Rights Act(VARA).
D. PARTNER shall provide any draft materials for public viewing in writing to TVC and are
subject to approval.
E. PARTNER will receive credits whenever possible.
IX. FORCE MAJEURE
Failure of TVC to provide artwork(s)according to mutually agreed schedule shall not be deemed
to be a violation of this Agreement or give rise to any right of termination or reversion if such
failure is caused by restrictions of government agencies, labor disputes, natural disasters or
inability to obtain the materials necessary for its manufacture, or occurs for any other reason
beyond TVC's control; and in the event of delay from any such cause,the artwork(s) delivery
date may be postponed accordingly.
X. TERMINATION
Either party has the right to terminate this Memorandum of Understanding with a 30-day notice
provided in writing to the other party. Upon termination, PARTNER will return any shared
materials or other documents that PARTNER determines would assist TVC with the MB project.
Termination of this Memorandum of Understanding shall not be construed as an end to all other
collective relationships between both parties.
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XI. ADDITIONAL STIPULATIONS
A. This Memorandum of Understanding shall not be construed to establish an employee-
employer relationship by either parties, including subcontractors or employees thereof.
B. PARTNER shall maintain open communication with TUC's representative Raziah
Roushan, Executive Director, director@tvcreates.org or 503-567-1713 regarding any
concerns related to MB.
C. If the PARTNER is unable to fulfill responsibilities as outlined, PARTNER will provide
notice of such to TVC at least 60 days in advance of discontinuing responsibilities.
XII. HOLD HARMLESS
A. Subject to the limits of the Oregon Tort Claims Act, PARTNER agrees to indemnify, hold
harmless,and defend TVC and its agents,employees,and insurers, against any loss of
equipment, equipment theft, damages, injury,tax liens, or causes of action of any
nature resulting from PARTNER's negligent act or omission or willful misconduct.
B. TVC agrees to indemnify, hold harmless, and defend PARTNER and its agents,
employees, and insurers against any loss of equipment, equipment theft, damages,
injury,tax liens,or causes of action of any nature resulting from NC's negligent act or
omission or willful misconduct.
C. TVC also agrees to indemnify, hold harmless, and defend PARTNER from any claims
arising out of or related to copyright or intellectual property of the MB or claims under
the Visual Artists Rights Act(VARA).
XIII. DISPUTE RESOLUTION
A. Any dispute between the parties will first be brought to the City Manager for PARTNER
and the chief executive for TVC for resolution.
B. If the dispute cannot be resolved by the representatives identified in subsection XIII.A,
the aggrieved party may pursue any remedy available at law or equity.
XIV. JURISDICTION
This agreement shall be governed by the laws of the state of Oregon.
XV. HEADINGS
The headings of each Section, subsection or other subdivision of this Agreement are for
reference only and shall not limit or control the meaning thereof.
XVI. MERGER
This Agreement constitutes the entire agreement of the parties hereto and supersedes all prior
representations, proposals, discussions,and communications,whether oral or in writing.This
Agreement may be modified only in writing and shall be enforceable in accordance with its
terms when signed by the party sought to be bound.
XVII. SURVIVAL
The provisions of this Agreement are separate and divisible,and the invalidity or
unenforceability of any part shall not affect the validity or enforceability of any remaining part
or parts, all of which shall remain in full force and effect.
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XVIII. SEVERABILITY
If any provision of this Agreement is found by an arbitrator or arbitration panel or court of
competent jurisdiction to be unenforceable for any reason,the offending provision will be
replaced by an enforceable provision that best represents the original intent of the parties,and
the remainder of this Agreement shall continue in full force and effect.
IN WITNESS WHEREOF,the parties have caused this Agreement to be executed by their duly authorized
representatives,on the date and year first above written.
I have read and agree to the terms outlined herein,
Tualatin Valley Creates City of Tigard Representative
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Sign: Sign:
Print: Print: Marty Wine
Title :_y': c—�CcsC� Title: City Manager
Date: u 2A Date: 9/9/2020
Notices should be mailed to the following:
Attention of: Sean Farrelly
Address: 13125 SW Hall Blvd.
Tigard,OR 97223
Phone : 503-718-2420
Email: sean@tigard-gL.gov
Musical Benches Pubk Art Collection Merr!orandum Dt Understanding 4