Full Text
MEMORANDUM OF UNDERSTANDING (ARTWORK LOAN) BETWEEN CITY OF MOSCOW, IDAHO AND UNIVERSITY OF IDAHO THIS MEMORANDUM OF UNDERSTANDING (ARTWORK LOAN) BETWEEN CITY OF MOSCOW, IDAHO AND UNIVERSITY OF IDAHO (hereinafter " MOU") is entered into the 15 day of March, 2013 by and between City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY"), and The Board of Regents of the University of Idaho, a public corporation, state educational institution and body politic and corporate organized and existing under the Constitution and laws of the State of Idaho, P 0 Box 443168, Moscow, Idaho, 83844-3168 (hereinafter "UNIVERSITY"). WHEREAS, Mary Kirkwood was born in Hillsboro, Oregon, at the home of her grandparents, but lived in Syracuse, New York until about the age of two, when her family spent a year in Mexico. The following year they moved to Tucson, Arizona. She was four years old when they finally settled in Missoula, Montana, where she spent her childhood, went to school, and graduated from the University of Montana. Four years later, in 1930, she earned her Master of Fine Arts degree from the University of Oregon. Sensing the need for change, Miss Kirkwood struck out on a year of intense study abroad in 1933-34, at the Royal Art School in Stockholm, Sweden, with Otte Skold. The year proved to be a great tum around in concept of herself as an artist. Besides being an accomplished artist, Mary Kirkwood is a person who devoted more than 40 years of her life to teaching, to guiding and fulfilling the needs of students too numerous to record. She considered the time she spent with students equally as fulfilling as hre own needs as an artist. She created an important legacy through her years of instruction, through her firm guidance and concern, and through her professionalism as an artist. Her leadership in the arts of Idaho as artist and teacher is unequaled. Mary Kirkwood was respected not only by the University of Idaho community but by all Idahoans who came into contact with her; and WHEREAS, CITY and UNIVERSITY wish to create a Memorandum of Understanding regarding the loan of a number of City-owned art pieces by Mary Kirkwood to UNIVERSITY; and WHEREAS, CITY and UNIVERSITY agree that the loan is mutually beneficial and will promote the enjoyment of art created by a local artist; and WHEREAS, CITY wishes to allow UNIVERSITY to enjoy said artwork for an indefinite period of time without transferring ownership; NOW, THEREFORE, CITY and UNIVERSITY hereby agree as follows: SECTION 1: MOU PARTIES. City of Moscow, Idaho ("CITY"), a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843. The Board of Regents of the University of Idaho ("UNIVERSITY"), a public corporation, state educational institution and MOU- KIRKWOOD ARTWORK LOAN, CITY AND UNIVERSITY PAGE I OF9 201 ---PAGE BREAK--- body politic and corporate organized and existing under the Constitution and laws of the State of Idaho, P 0 Box 443168, Moscow, Idaho, 83844-3168. SECTION 2: TERM OF MOU. The Term of this MOU shall be from the date of the last signature hereto for a period of not more than forty (40) years from the execution of this MOU. SECTION 3: MOU PROVISIONS. A. Unless permission is refused in writing, it is understood that CITY authorizes UI to photograph and reproduce, in any media, the Artwork for catalogue publications and for archival, educational, and publicity purposes. Unless otherwise instructed in writing, UI will grant credit to CITY as specified on the face of this MOU in any labels or publications. If there is more than one piece of Artwork subject to this MOU, the information required on Exhibit to this MOU must be provided by CITY in writing attached hereto and incorporated herein for each piece of Artwork. UI shall have no obligation or liability hereunder for any piece of Artwork that is not identified and described in writing as required herein. B. UI shall insure this Artwork under its self-funded liability program for the amount indicated on Exhibit of this MOU, against all risks of physicai loss or damage from any external cause while on location during the period of the loan. The insurance coverage referred to contains limitations for acts of God and the usual exclusions for loss or damage due to wear and tear, gradual deterioration, moths, vermin, inherent vice or damage sustained due to and resulting from any authorized repairing, restoration or retouching process, or due to such causes as hostile or warlike action in time of peace or war, atomic, nuclear or radioactive force, reaction or contamination, insurrection, rebellion, civil war, usurped power, action taken by governmental authority in hindering, combating or defending against such an occurrence, seizure or destruction under quarantine or customs regulation, confiscation by order of any governmental or public authority, or risks of contraband or illegal transportation or trade. The party that makes the transportation arrangements for the Artwork to or from Ul must provide for appropriate insurance coverage, as specified herein. C. The Artwork shall remain in the possession of UI for the time specified in this MOU. The Artwork will be returned only to CITY at the address shown in this MOU unless UI is notified otherwise in writing. CITY may choose to make arrangements for the return of the Artwork at CITY's expense, at the termination date by notifying UI in writing not less than ninety (90) calendar days prior to the termination of this MOU. D. Except in case of emergency to preserve the Artwork, the Artwork will not be cleaned, restored, or otherwise altered without the prior written consent of CITY. In the case of an emergency, CITY will be notified by telephone and in writing of the emergency preservation attempts. E. Except as set forth by CITY above, CITY warrants that it has all right, title and ownership interest in the Artwork, and that the Artwork is not subject to any ownership, MOU • KIRKWOOO ARTWORK LOAN, CiTY AND UNIVERSITY PAGE20F9 ---PAGE BREAK--- lien, encumbrance, copyright infringement or other claim by any other person or entity. CITY agrees that it shall not take any action to limit or affect this warranty during the tenn of this MOU unless it obtains the advance written agreement of Ul. F. Indemnification 1. CITY waives any and all claims and recourse against UNIVERSITY, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to UNIVERSITY's perfonnance of this MOU, except for liability arising out of the sole negligence of UNIVERSITY or its officers, agents, or employees. Further, subject to the limits of liability specified in Idaho Code Sections 6-901 through 6-929, known as the Idaho Tort Claims Act, ·UNIVERSITY shall indemnify, hold harmless, and defend CITY against any and all claims, demands, damages, costs, expenses, or liability arising out of UNIVERSITY's perfom1ance of this MOU, except for liability arising out of the sole negligence of CITY or its officers, agents, or employees. If CITY is detennined to be solely negligent by a final decision in a court of law and such sole negligence by CITY directly results in judgment(s), costs, and/or expenses to UNIVERSITY, then CITY shall reimburse UNIVERSITY for the portion of such judgment(s), costs and/or expenses attributed to CITY as a result of such detennination of CITY's sole negligence. 2. UNIVERSITY waives any and all claims and recourse against CITY, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to CITY's perfonnance of this MOU, except for liability arising out of the sole negligence of CITY or its officers, agents, or employees. Further, subject to the limits of liability specified in Idaho Code Sections 6-901 through 6-929, known as the Idaho Tort Claims Act, CITY shall indemnify, hold hannless, and defend UNIVERSITY against any and all claims, demands, damages, costs, expenses, or liability arising out of CITY's perfonnance of this MOU, except for liability arising out of the sole negligence of UNIVERSITY or its officers, agents, or employees. If UNIVERSITY is determined to be solely negligent by a final decision in a court of law and such sole negligence by UNIVERSITY directly results in judgment(s), costs, and/or expenses to CITY, then UNIVERSITY shall reimburse CITY for the portion of such judgment(s), costs and/or expenses attributed to UNIVERSITY as a result of such detennination of UNIVERSITY's sole negligence. G. Insurance and Notice of Claims I. Insurance. CITY's liability coverage is provided through the Idaho Counties Risk Management Program (ICRMP). UNIVERSITY's liability coverage is provided through a self-funded liability program administered by the State of Idaho Office of Insurance Management. Limits of liability, and of UNIVERSITY and CITY's MOU • KIRKWOOD AR I WORK LOAN, CITY AND UNIVERSITY PAGE30F9 ---PAGE BREAK--- indemnification under this MOU, with respect to claims covered by the Idaho Tort Claims Act, are five hundred thousand dollars ($500,000} Combined Single Limits, which amount is CITY's and UNIVERSITY's limit of liability under the Idaho Tort Claims Act. 2. Notification. CITY and UNIVERSITY shall notify the other party of any claim arising under, or otherwise related to, the provisions of this MOU. CITY and UNIVERSITY shall cooperate with the other party in defense of such claims, as provided in this MOU. Upon request, CITY and UNIVERSITY shall each provide a Certificate of Insurance or a Certificate of Financial Responsibility to the other party, evidencing coverage pursuant to this MOU. Notice of claim or incident shall be given to the representative for the party by the party receiving such claim or incident. Notice of claim of loss or incident shall be given to CITY Clerk, P 0 Box 9203, Moscow, Idaho, 83843, or Risk Manager, University of Idaho, P 0 Box 443162, Moscow, Idaho, 83844-3162. H. Remedies and Disputes. Any and all claims, disputes or controversies arising under, out of, or in connection with this MOU, which the PARTIES hereto shall be unable to resolve within sixty (60) days, shall be mediated in good faith by the PARTIES. I. This MOU and Exhibits referenced herein, if any, constitute the entire understanding between the parties with respect to the subject matter hereof and may be amended at any time only upon mutual written agreement of the parties. Any notice to the either party shall be sent to the parties at the addresses set forth above by registered or certitied mail, return receipt requested or overnight mail service, with proof of delivery. J. It is agreed that this MOU shall be construed under and governed by the laws of the State of Idaho. In the event of litigation concerning it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State of Idaho. in and for the County of Latah. K. Either party may terminate this MOU by giving the other party ninety (90) calendar days written notice. L. COMMUNICATION BETWEEN PARTIES. CITY and UNIVERSITY hereby designate their authorized representatives to act on their behalf with respect to the services and responsibilities under this MOU. The following designated representatives are authorized to receive notices, transmit information and make decisions regarding this MOU on behalf of their respective parties, except as expressly limited herein. These representatives are not authorized to alter or modify the terms and conditions of this MOU, except as provided in this MOU. MOU- KIRKWOOD ARTWORK LOAN, CITY AND UNIVERSITY PAGE40F9 ---PAGE BREAK--- For CITY: Name: Arts Director Address: P 0 Box 9203 Moscow, 10 83843 E-mail Address: [EMAIL REDACTED] For UNIVERSITY: Name: Senior Buyer Purchasing Services Address: P 0 Box 442006 Moscow, ID 83844-2006 E-mail Address: [EMAIL REDACTED] Telephone: (208) 883-7036 Facsimile: (208) 883-7018 Telephone: (208) 885-6123 In the event any changes are made to the authorized representatives or other information listed above. CITY and UNIVERSITY agree to furnish each other timely, written notice of such changes. M. No Joint Venture and No Joint Powers Agreement Nothing contained in this MOU shall be construed as creating a joint venture partnership or agency relationship between the PARTIES other than as provided in this MOU. The PARTIES herein specifically intend not to create a joint powers agreement as authorized by Idaho Code Sections 67-2326 through 67-2333. N. Successors and Assigns This MOU is not assignable or delegable by either party in whole or in part, without the express prior written consent of the other party. 0. Severability The illegality, invalidity or unenforceability of any term, condition, or provision of the MOU shall in no way impair or invalidate any other term, condition, or provision of the MOU. All such other terms, conditions, and provisions shall remain in full force and effect. MOU- KIRKWOOD ARTWORK LOAN, CITY AND UNIVERSI rY PAGE 5 OF9 ---PAGE BREAK--- For the Regents of the University of Idaho Date: 3 It I f3 ' I MOU- KIRKWOOD ARTWORK LOAN, CITY AND UNIVERSITY City of Moscow, Idaho Date: PAGE60F9 ---PAGE BREAK--- Artist: Mary Kirkwood EXHIBIT LIST OF ARTWORK Total value of Artwork: $4,090. Total number of pieces of Artwork subject to this MOU? Six CITY will provide, by written attachment hereto, the information requested in this MOU with regard to each piece of Artwork. CITY's special instructions: When considering installation of these painting's, be aware they are an oil medium. I would not recommend that they be placed in direct full sun. They have been cleaned recently, in 2012. The cleaning was coordinated by adjunct faculty at the University of Idaho. I would recommend that the two paintings that our not framed, have a simple frame placed on them. DIMENSIONS DIMENSIONS SALE/ DESCRIBE CITY DATE OF MEDIUM lN INCHES IN INCHES CONDITION OF INVENTORY TITLE WORK SUPPORT WITHOUT WITH FAAME VALUE OF WORK; SPECIFY CONTROL FAAME OR OR BASE WORK DEFECTS NUMBER BASE I. Family Portrait Unknown Oil 50" Wide $700.00 15 40" Tall 2. 1983 Portrait of Unknown Oil 43" Wide $690.00 16 Keith Washburn 73" Tall 3. Self Portrait of Unknown Oil 49" Wide $1.000 17 Mary Kirkwood 73" Tall - MOU- KIRKWOOD ARTWORK LOAN, CiTY AND UNIVERSITY PAGE 70F9 ---PAGE BREAK--- 4. Portrait of Unknown Oil 31" Wide $600.00 18 Brenda 49.25" Tall Kirkwood (1984) . 5. Portrait of Unknown Oil 39" Wide $700.00 19 Robert Kerr 44.75" Tall . (1949) 6. Abstract, blue Unknown Oil 27" Wide $400.00 20 and green ( 1949) 38" Tall - - MOU- KIRKWOOD ARTWORK LOAN. CITY AND UNIVERSITY PAGE 8 OF 9 ---PAGE BREAK--- EXHIBIT WRITTEN RECEIPT do hereby acknowledge receipt of _ _ pieces of Mary Kirkwood's Artwork, as described and valued in Exhibit of Memorandum of Understanding (Artwork Loan) between City of Moscow, Idaho and University ofldaho on this, the day of 2013. Printed Name and Title Signature ACKNOWLEDGMENT STATE OF IDAHO ) ) ss. COUNTY OF LATAH ) On this day of , 2013, before me, a Notary Public in and for said State, appeared , known to me to be the person named above and acknowledged that he/she executed the foregoing document as the duly authorized representative for _ Notary Public for the State of Idaho Residing at _ My commission expires _ MOU ·KIRKWOOD ARTWORK LOAN, CITY AND UNIVERSITY PAGE 9 OF 9