HomeMy WebLinkAbout2025-192-E-Arts Commission-Town of Hillsborough-MOU - Uproar1
STATE OF NORTH CAROLINA
COUNTY OF ORANGE
MEMORANDUM OF UNDERSTANDING FOR TEMPORARY OUTDOOR ARTWORK EXHIBITION
ON TOWN PROPERTY IN HILLSBOROUGH, NORTH CAROLINA
This Memorandum of Understanding (“MOU”) is made and entered into by and between Orange County
through the Orange County Arts Commission (“County”, “OCAC” or “Program Partner”), and the Town of
Hillsborough, 101 E Orange Street, Hillsborough, NC 27278 a North Carolina municipal corporation,
herein “Town”, for the temporary outdoor artwork exhibition on town property in Hillsborough, NC
known as the 2025 Uproar Festival of Public Art.
WHEREAS, the Town strives to support a vibrant and inclusive community, to enrich the lives of those
who live, work, and visit by building community and creating a place for everyone; and
WHEREAS, OCAC intends the Uproar Festival of Public Art to drive visitation into our downtown
communities by transforming Orange County into an arts destination; and
WHEREAS, the Town seeks to design and present lively celebrations and community events, including
outdoor public art experiences; and
WHEREAS, OCAC wishes to temporarily exhibit outdoor public art in downtown Hillsborough as part of
the 2025 Uproar Festival of Public Art;
NOW THEREFORE, OCAC and the Town agree to coordinate the temporary exhibition of outdoor public
art in downtown Hillsborough pursuant to the following terms and conditions:
1. Duties of Program Partner. OCAC will:
• Exhibit temporary public artworks at sites publicly owned by the Town of Hillsborough.
• Provide artists, staff, and tools to install, maintain, and deinstall temporary public artworks at
the aforementioned locations between July 21 and August 27 (the “display period”);
• Follow all appropriate Town regulations regarding safety, accessibility, and permitted use;
• Coordinate with Town staff regarding scheduling and site access for the installation,
maintenance, and deinstallation of the artwork;
• Remove all artwork and associated work products (wires, anchors, cables, bolts, screws, signage,
etc.) during artwork deinstallation; and
• Refill / replace any concrete or masonry that was disturbed or drilled during artwork installation
with appropriate material, approved by the Town, at no cost to the Town.
2. Duties of Town. The Town will:
• Coordinate sponsorship payment in the amount of $8,000.00 through the Hillsborough
Tourism Development Authority by June 30, 2025, to the County for the purposes of
the Uproar Festival.
• Contact OCAC via email as soon as possible in the event that artwork requires repair or
inspection.
• To the best of each town’s best ability, provide back-up physical and/or machine
Docusign Envelope ID: E52A952C-3A73-46FE-A50E-FDF87F6842D3
2
support in the event of problems with OCAC contracted installation equipment.
• Based on the Town’s signage ordinances, will provide guidance regarding festival
signage placement and communicate signage placement to relevant Town
departments.
• Will manage any required powerline detection service required for art placement.
• Will provide a designated staff member to be:
• Available for monthly meetings
• Liaison between Town and contracted sites coordinator
• Present (able to be contacted) for install (July 21 – Aug 1) and
deinstall week (Aug 24-27) for town-owned sites, or private sites
with town staff relationships – or have a fully-informed stand-in
• Will provide collaborative marketing assistance including:
• Sharing of call for artists through channels
• Sharing of social posts leading up and throughout the event
• Inclusion of event in Town publicity, enews, etc.
3. Joint Duties. Both parties will:
• Both parties will be responsible for their own costs.
• Both parties will retain responsibility for appointing any personnel necessary to the execution of
the undertaking.
• No joint agency is established by this agreement.
4. Imagery and Documentation. OCAC reserves the right to use imagery and documentation of the
venue, the art, and the process of installing the art. Uses may include, but are not limited to, the official
Uproar website, press releases, promotional materials prepared by OCAC.
5. Contacts. The following persons shall be the primary contact person for all issues related to this
Agreement
For the Town:
Stephanie Trueblood, Sustainability and Public
Space Manager
Shannan Campbell, Planning and Economic
Development Manager
PO BOX 429
101 E Orange Street
Hillsborough, NC 27278
For OCAC:
Katie Murray
OCAC
437 Dimmocks Mill Road, Box 27
Hillsborough, NC 27278
Email address: kmurray@orangecountync.gov
6. Amendment. This MOU may be amended by written agreement signed by both parties.
7. Non-Discrimination. Both Parties contractually agree to administer all functions pursuant to this
Contract without discrimination based upon race, ethnicity, color, national origin, religion, creed,
Docusign Envelope ID: E52A952C-3A73-46FE-A50E-FDF87F6842D3
3
age, sex, gender, gender identity, gender expression, marital status, familial status, disability,
political affiliation, veteran status, disabled veteran status.
8. Indemnification and Hold Harmless. To the extent allowed by law, both parties agree to indemnify
and hold harmless the other party and its officers, agents and employees from and against any
and all loss, liability, claims or expense (including reasonable attorneys’ fees) arising from or
relating to the 2025 Uproar Festival of Public Art to the extent such losses are caused by the
indemnifying party's negligence or willful misconduct. This indemnification does not apply to the
extent that such losses are caused by the negligence or misconduct of the party seeking
indemnification.".
9. Disputes. This MOU shall be construed and enforced under the laws of North Carolina. Should any
dispute arise between the parties related to this MOU, the courts and the authorities of the State
of North Carolina shall have exclusive jurisdiction. Venue shall be in Orange County, North
Carolina for any state court action and in the Middle District of North Carolina for any federal
court action.
10. Assignment. Neither party may assign this MOU without the prior written consent of the other
party.
11. Entire Agreement. This MOU shall constitute the entire agreement of the parties and no other
warranties, inducements, considerations, promises, or interpretations shall be implied or
impressed upon this MOU that are not expressly addressed herein. All prior agreements,
understandings and discussions are hereby superseded by this MOU.
12. Term. This MOU, unless amended as provided herein, shall be in effect until August 30, 2025. This
MOU may be terminated by either party with 90 days written notice.
[SIGNATURES ON FOLLOWING PAGE.]
Docusign Envelope ID: E52A952C-3A73-46FE-A50E-FDF87F6842D3
4
The Memorandum of Understanding is between the Town of Hillsborough and Orange County through the Orange
County Arts Commission for the temporary outdoor artwork exhibition on town property in Hillsborough, NC known
as the 2025 Uproar Festival of Public Art.
IN WITNESS WHEREOF, the parties hereto cause this agreement to be executed in their respective names by
authority duly given.
ORANGE COUNTY
SIGNATURE PRINTED NAME & TITLE
TOWN OF HILLSBOROUGH, NORTH CAROLINA
TOWN MANAGER/ASST. TOWN MANAGER PRINTED NAME
SIGNATURE
DATE
Docusign Envelope ID: E52A952C-3A73-46FE-A50E-FDF87F6842D3
5/8/2025
Eric Peterson
Travis Myren5/13/2025 County Manager
Revised 01/24
1
ORANGE COUNTY—INTERNAL USE ONLY
______________________________________________________________________________
Finance Information
Vendor Name: Town of Hillsborough Vendor Contact Person: Stephanie Trueblood Phone: Address: 101
E. Orange St City Hillsborough State: NC Zip: 27278 Department: County Mngr Amount: Purpose:
MOU - Uproar Budget Code(s): Vendor #
Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No
Contract Details
Contract Type: x New Amendment (Original Contract: ) (Most Recent Amendment )
Effective Date End Date Notice Date (Notice Purpose )
Award
Approved by Board (Agenda Date: ); Made or Administered by
Signature Authority
- BOCC Express Delegation (Agenda Date: )
- Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000
- Budget Policy Section XV (Capital Improvement Project: )
Bidding
Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# )
Department Affirmation
This agreement is approved as to technical form and content and I as Department Director affirmatively state work
on this project has not been initiated prior to execution of the agreement.
This agreement is approved as to technical form and content. Services related to this agreement have already
begun or been completed. Description of the nature of the emergency condition that was addressed:
Department Director’s Signature ________________________________________ Date: ________
Information Technologies
This agreement has been reviewed and is approved as to information technology content and specifications:
Office of the Chief Information Officer___________________________________ Date: ________
Inapplicable because no hardware/software purchases or related services
Risk Management
This agreement is approved for sufficiency of insurance standards, specifications, and requirements:
Office of the Risk Management Officer___________________________________ Date: _________
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act:
Office of the Chief Financial Officer ____________________________________ Date: _________
Legal Services
This agreement is approved as to legal form and sufficiency:
Office of the County Attorney __________________________________________Date: ________
Clerk to the Board
All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov
The following signature block is for hard copies only and is not required for Docusign contracts:
Received for record retention:
Office of the Clerk to the Board __________________________________________Date:_________
Docusign Envelope ID: E52A952C-3A73-46FE-A50E-FDF87F6842D3
5/7/2025
5/12/2025
5/12/2025
5/12/2025