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Memorandum of Understanding

Between

Augusta, Georgia
535 Telfair Street
Augusta, GA 30901
(Hereinafter “the Commission”)

And

The Greater Augusta Arts Council


1301 Greene Street
Augusta, GA 30904
(Hereinafter “the Council”)

This Memorandum of Understanding (“MOU”) is made on this ____ day of


______________, 2019, by and between the Commission and the Council for the
purpose of planning, executing and managing the installation of Gateway Sculptures.

WHEREAS, the Commission and the Council recognize the need that additional
effort be spent on the development and establishment of public art projects within the
geographic area of Augusta to engage in cultural enrichment activities, including
traditionally underserved areas; and

WHEREAS, the Commission and the Council desire to enter into this
Memorandum of Understanding in which the Parties will work together to create and
manage the procurement and installation of the Gateway Sculptures;

NOW, THEREFORE, in consideration of the above premises, and for other good
and valuable consideration, the Parties agree as follows:

1. PURPOSE

The purpose of this Memorandum is to provide the framework for the


understanding and cooperation between the Commission and the Council to plan,
create, develop, manage and establish the Gateway Sculptures. The Gateway
Sculptures will elevate the arts in the community and support economic development
efforts already underway. The process of procuring the sculptures will increase the
visibility of Augusta on the national arts scene, and help bring additional arts
investments to the city. The community engagement central to the development and
installation of the artworks will promote the abilities of Augusta’s local artists so that they
may better compete for these opportunities at home and abroad. The installed
sculptures will become icons that enrich the Augusta landscape and local culture.
2. THE GATEWAY SCULPTURES

Three monumental sculptures will be custom designed and installed by nationally


renowned artists at key entry points to the City. The artists will be selected through a
competitive process that prioritizes proven experience with the construction process of
large sculptures and aesthetics that celebrate the unique sense of place available in
Augusta. The sites will be identified along key transportation corridors with the
assistance of Georgia Department of Transportation. The design process will include
events to engage the community and provide a sense of ownership in this public
artwork. The construction process will be informed by Georgia Department of
Transportation as well as key Augusta, GA departments, such as Engineering.

3. OBLIGATIONS OF THE PARTIES


The Parties acknowledge that a joint project is created between them by this
Memorandum and both agree to work together to ensure united, visible and responsive
leadership and to provide adequate administrative and managerial resources for the
success of the Gateway Sculptures. The parties will work closely together to succeed in
their joint venture.

a. Services to be rendered by the Commission include:


I. Funding - The Commission has approved $1,000,000 for Gateway
Sculptures in the 2017 SPLOST. The project budget is provided in
schedule A.
II. Procurement – Augusta, GA will lead the procurement of the
sculptures.
III. Final Approval - The Commission will, based on and in consideration
of recommendations made by the Council, decide on final sculpture
plans, locations, and/or designs before implementation and/or
installations.
IV. Ownership and Maintenance – Upon completion, the sculptures will
be the property and responsibility of Augusta, GA for the purpose of
public display and cultural enrichment.

b. Services to be rendered by the Council include:


I. Administration – The Council will coordinate tasks and timelines to
ensure successful installation of three (3) Gateway Sculptures in
accordance with the Augusta Public Art Master Plan.
II. Marketing - The Council will utilize appropriate marketing channels to
promote the sculptures and all associated events. This includes but is
not limited to the prescreening of artist apprentices, and the
development and implementation of events highlighting sculptures.
III. Coordination – The Council will coordinate the various parties
involved in the successful completion of this project, including but not
limited to the public, press, artists, local art community, GADOT, and
any other stakeholder or participant. This process will be facilitated by
the Augusta Recreation and Parks Department.
5. INDEMINIFICATION
Each party to this MOU shall assume the responsibility and liability for the acts
and omissions of its own employee, deputies, officers, or agents, in connection with
performing any obligations and/or responsibilities under this MOU. For liability purposes,
neither party shall be considered the agent of the other party.

6. TERM / PROJECT DURATION


This MOU is at-will and may be modified in writing by mutual consent of
authorized officials from the Commission and the Council. This MOU shall become
effective upon signature by the authorized officials from the Commission and the
Council and will remain in effect until modified or terminated by any one of the partners
by mutual consent. In the absence of mutual agreement by the authorized officials from
the Commission and the Council, this MOU shall end 60 calendar days after a written
notice to the other party has been provided by one party.

7. NOTICE
Any notice or communication required or permitted under this Memorandum is
sufficient if delivered in person or by certified mail, return receipt requested, to the
address set forth in the opening paragraph or to such other address as one party may
have furnished the other in writing.

8. GOVERNING LAW
This Memorandum shall be construed in accordance with the laws of the State of
Georgia.

9. ASSIGNMENT / TRANSFER OF RESPONSIBILITIES


Neither party may assign or transfer the responsibilities under this Memorandum
without the prior written consent of the non-assigning party.

10. SEVERABILITY
If any provision of this Memorandum is found to be invalid or unenforceable for
any reason, the remaining provisions will continue to be valid and enforceable. If a court
finds that any provision of this Memorandum is invalid or unenforceable, but that by
limiting such provision it would become valid and enforceable, then such provision will
be deemed to be written, construed, and enforced as so limited.

11, NO THIRD PARTY BENEFICIARY RIGHTS.


The parties do not intend to create in any other individual or entity the status of a
third party beneficiary, and this MOU shall not be construed so as to create such status.
The rights, duties and obligations contained in this MOU shall operate only between the
parties to this MOU, and shall inure solely to the benefit of the parties to this MOU. The
provisions of this MOU are intended only to assist the parties in determining and
performing their obligations under this MOU.
12. PRIOR MEMORANDUM SUPERSEDED
This Memorandum constitutes the entire agreement between the Parties relating
to this subject matter and supersedes all prior or simultaneous representations,
discussions, negotiations, and Memorandums, whether written or oral.

13. UNDERSTANDING
It is mutually agreed upon and understood by and among the Parties of this
Memorandum that:

a. The Parties will work together in a coordinated fashion for the fulfilment of this
joint venture.

b. In no way does this Memorandum restrict the Parties from participating in similar
agreements with other public or private agencies, organizations, and individuals.

c. To the extent possible and reasonable, both Parties will participate in the
development of this joint project.

14. SIGNATORIES
This Memorandum is executed the day and year first above written on behalf of
Augusta-Richmond county Commission by its duly authorized officials Mayor Hardie
Davis, Jr. and its Clerk of Commission and on behalf of the Greater Augusta Arts
Council by (enter names and titles here).

AGREED TO BY:

AUGUSTA, GEORGIA

By: _________________________
Hardie Davis, Jr., Mayor

Date: _________________________

Attest: _______________________________
Lena J. Bonner, Clerk of Commission

The Greater Augusta Arts Council

By: __________________________
Date: _____________________________

Project Budget
Schedule A

Description Quantity Amount Total

Gateway Sculptures 3 225,000 675,000


Secondary Gateway Sculptures 1 173,000 173,000
Maquette Purchase 3 9,000 27,000
Administrative 1 50,000 50,000
Project Implementation & Marketing 1 75,000 75,000
Total 1,000,000

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