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MEMORANDUM OF UNDERSTANDING
ARTBOX PILOT PROGRAM
This MEMORANDUM OF UNDERSTANDING (“MOU”) is made and effective on _____________, 2026, (“Effective Date”) by and between the CITY OF MENIFEE, a California municipal corporation, (“City”) and ARTS COUNCIL MENIFEE, a California nonprofit corporation (“Partner Organization” or “ACM”). City and Partner Organization may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.” SECTION 1. GENERAL TERMS.
1.1 Purpose. City and Partner Organization are dedicated to incorporating art into public spaces, supporting efforts to create places and spaces that people will find vibrant, welcoming, and inclusive. City owns numerous utility boxes at key locations throughout the community, including City owned traffic signal controllers, electrical pedestals, and irrigation control boxes. The Menifee ArtBox Program is intended to transform some of City’s utility boxes into beautiful art pieces that recognize the unique character of our community. The Menifee ArtBox Program will be implemented as a pilot program and focus on five utility boxes as depicted in Exhibit A, attached hereto and incorporated herein by this reference.
1.2 Term of MOU. The term of this MOU shall begin on the Effective Date, and shall end two (2) years after installation of the final vinyl wrap on a utility box in City unless the term of this MOU is otherwise terminated or extended as provided in this MOU. This Section 1.2 shall not affect the Parties’ rights to terminate this MOU set forth in Sections 1.3 and 1.4.
1.3 Termination. If no utility box remains wrapped as contemplated by this MOU, either Party may then terminate this MOU upon thirty (30) days’ written notice to the other Party.
Upon termination each Party shall deliver to the other Party all documents and materials, if any, prepared for that other Party up to the date of termination.
1.4 Remedies for Breach. In the event of a default of the terms of this MOU by either Party, the non-defaulting Party shall give ten (10) days written notice and opportunity to cure (the “Cure Period”) to the defaulting Party, and, if the default remains uncured at the end of the Cure Period, may terminate this MOU and shall have any and all rights and remedies available at law or in equity to recover for the uncured default. The Parties may agree in writing to a longer or shorter Cure Period. If a default cannot reasonably be cured in the Cure Period or presents a substantial risk to the health and safety of either Party or the public, the non-defaulting Party may immediately terminate this MOU and seek any and all rights and remedies available at law or in equity.
1.5 Agreement and Exhibits. The exhibits attached to this MOU are incorporated herein by this reference. In the event of any discrepancy between this MOU and any Exhibit, the order of precedence shall be: (1) this MOU, (2) Exhibit A, (3) Exhibit B, (4) Exhibit C.
1.6 City Contract Administration. This MOU shall be administered by a City employee, Mariana Mitchell, Community Services Director (“Contract Administrator”). All correspondence shall be directed to or through the Contract Administrator or their designee.
Unless expressly set forth otherwise herein, the Contract Administrator shall have the power to act on behalf of City for all purposes under this MOU. Unless otherwise provided in this MOU, 2671/031858-1007
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Partner Organization shall not accept direction or orders from any person other than the Contract Administrator or his/her designee.
1.7 Correspondence. All matters under this MOU shall be handled for Partner Organization by Partner Organization’s President or designee (“Partner Organization’s Representative”). Partner Organization’s Representative shall have full authority to represent and act on behalf of Partner Organization for all purposes under this MOU. Partner Organization’s Representative shall supervise and direct the Partner Organization Services, using their best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Partner Organization Services. Unless otherwise provided in this MOU, Partner Organization shall not accept direction or orders from any person other than the Contract Administrator or his designee.
1.8 Notices. Written notices under this MOU shall be provided to the following addresses:
To City:
City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Mariana Mitchell, Community
Services Director
With a Copy to:
City Clerk
City of Menifee
29844 Haun Road
Menifee, CA 92586
To Partner Organization:
Arts Council Menifee
PO Box 385
Menifee, CA 92586
Attn: Mary Carnes or President and
Elaine McGhee or Project Coordinator
SECTION 2. OBLIGATIONS OF THE PARTIES.
2.1 Partner Organization’s Services. Subject to the terms and conditions set forth in this MOU, Partner Organization shall provide to City the services described in the Partner Organization Services, attached hereto as Exhibit B (the “Partner Organization Services”). If included in the Partner Organization Services, Partner Organization shall perform subsequent task orders as requested by the Contract Administrator.
2.2 City Services. Subject to the terms and conditions set forth in this MOU, City shall provide to Partner Organization the services described in the City Services, attached hereto as Exhibit C (the “City Services”). The Partner Organization Services and City Services shall collectively be referred to as the “Services.”
2.3 Standard of Performance. Partner Organization represents and warrants that Partner Organization is experienced in performing the services contemplated herein and, in light of such status and experience, Partner Organization shall perform the Partner Organization Services in the manner and according to the standards observed by a competent practitioner of the profession in which Partner Organization is engaged in the geographical area in which Partner Organization practices its profession and to the sole satisfaction of the Contract Administrator. 2671/031858-1007
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Partner Organization shall devote the time to the performance of the Partner Organization Services as may be reasonably necessary to satisfy Partner Organization’s obligations hereunder.
2.4 Cooperation, Non-Interference. The Parties shall use best efforts to cooperate to accomplish the purposes of this MOU. Neither Party shall unreasonably interfere with the other Party’s rights or obligations under this MOU.
2.5 Personnel. Partner Organization shall assign only competent personnel to perform the Partner Organization Services. In the event that City, in its sole discretion, at any time during the term of this MOU, desires the reassignment of any such persons, Partner Organization shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. This Section 2.5 shall not apply if the Partner Organization Services do not involve the assignment of Partner Organization personnel.
2.6 Materials and Equipment. Except as otherwise provided in the Partner Organization Services or City Services, each Party shall provide all materials, facilities, and equipment necessary for that Party’s performance hereunder, at that Party’s sole cost and expense.
2.7 Access to Facilities. Where the Services include one Party’s use of or entry into any facility, real property, or other building granted by the other Party such right of use or entry shall be subject to and conditioned on the terms of this MOU only, including the rights and limitations set forth in the Exhibits hereto and any use policies included thereupon. Unless otherwise stated in the City Services or the Partner Organization Services, the rights of use or access granted pursuant to this MOU shall apply to the officers, employees, subcontractors, agents, and volunteers of the applicable Party provided that such persons shall be subject to the terms and conditions of this MOU. If Partner Organization enters City property or meets in person with City employees during the performance of the Partner Organization Services, Partner Organization shall comply with all applicable regulatory and City security and safety procedures, protocols, and practices.
2.8 Authorization. Partner Organization is not authorized to perform any of the Partner Organization Services or incur any costs whatsoever under the terms of this MOU until receipt of authorization from the Contract Administrator. Thereafter, Partner Organization may perform the Partner Organization Services in accordance with this MOU.
2.9 Insurance. Before beginning any work under this MOU, including directing or engaging others to work on Partner Organization’s behalf, Partner Organization, at its own cost an expense shall procure the types and amounts of insurance set forth in this Section 2.9 for the term of this MOU. Verification of the required insurance as provided by Paragraph 2.9.3 shall be submitted and made part of this MOU prior to execution. Partner Organization acknowledges the insurance policy must cover inter-insured suits between City and other insureds. The insurance required by this Section is as follows:
2.9.1 Worker’ Compensation. To the extent and in amounts as required by applicable State and Federal law.
2.9.2 Commercial General Liability Insurance. Commercial general liability insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage, for risks associated with the Partner Organization Services, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations 2671/031858-1007
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aggregate. If a Commercial General Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Partner Organization Services or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from the Partner Organization Services, including the use of hired, owned, and non-owned automobiles. Any failure of Partner Organization to comply with reporting provisions of the insurance policy required by this Paragraph shall not affect coverage provided to City and its officers, employees, agents, and volunteers.
2.9.3 Requirements for Insurance Policies. Each insurance policy required by this Section 2.9 shall comply with the following:
All insurance required by this Section is to be placed with insurers with a Bests’ rating of no less than A:VII and admitted in California. Prior to beginning the Partner Organization Services, Partner Organization shall furnish City with certificates of insurance, additional insured endorsements or policy language granting additional insured status complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The certificate of insurance must specifically reference this MOU. The name and address for additional insured endorsements, certificates of insurance, and notices of cancellation is: City of Menifee, 29844 Haun Road, Menifee, CA 92586. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Partner Organization.
Partner Organization shall provide written notice to City within ten (10) working days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self insured retention is increased.
City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of the Partner Organization Services, including the insured’s general supervision of Partner Organization; products and completed operations of Partner Organization, as applicable; premises owned, occupied, or used by Partner Organization; and automobiles owned, leased, or used by Partner Organization in the course of providing the Partner Organization Services. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non-contributory basis with respect to any insurance or self-insurance program maintained by City.
Additional insured status shall continue for one (1) year after the expiration or termination of this MOU or until completion of the Partner Organization Services,. whichever is later. A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to City and its officers, officials, 2671/031858-1007
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employees, and volunteers, and that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage. Partner Organization shall obtain the written approval of City for self- insured retentions and deductibles before beginning any of the Partner Organization Services. During the term of this MOU, only upon the prior express written authorization of the Contract Administrator, Partner Organization may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Partner Organization procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.
Partner Organization shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
2.9.4 Variation. The Contract Administrator may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that City’s interests are otherwise fully protected.
2.10 Indemnification. Partner Organization shall indemnify, protect, defend (with counsel selected by City), and hold harmless City, and any and all of its officers, employees, officials, volunteers, and agents from and against any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action (whether in tort, contract, under statute, at law, in equity, or otherwise) charges, awards, assessments, fines, or penalties of any kind (including reasonable consultant and expert fees and expenses of investigation, costs of whatever kind and nature and, if Partner Organization fails to provide a defense for City, the legal costs of counsel retained by City) and any judgment (collectively, “Claims”), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this MOU by Partner Organization or by any individual or entity for which Partner Organization is legally liable, including but not limited to officers, agents, employees or subcontractors of Partner Organization. The provisions of this Section 2.10 do not apply to Claims occurring as a result of City’s sole or active negligence. The provisions of this Section 2.10 shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officers, officials, employees, and agents acting in an official capacity.
2.11 Compliance with Law. Partner Organization and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the Services hereunder, including obtaining and maintaining, at Partner Organization’s sole expense, any licenses, permits, and other approvals required to perform the Partner Organization Services. Partner Organization shall not hire or employ any person to perform work within City or allow any person to perform the Partner Organization Services unless such person is properly documented and legally entitled to be employed within the United States. Any and all work subject to prevailing wages, as determined by the Director of Industrial Relations of the State of California (“DIR”), will subject to the minimum wage required to be paid to all laborers, including Partner 2671/031858-1007
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Organization’s employees subcontractors. It is understood that it is the responsibility of Partner Organization to determine the correct scale. The State Prevailing Wage Rates may be obtained from the DIR by calling 415-703-4774. Appropriate records demonstrating compliance with such requirement shall be maintained in a safe and secure location at all times, and readily available at City’s request. Partner Organization shall indemnify, defend, and hold City and its elected and appointed boards, members, officials, officers, agents, representatives, employees, and volunteers harmless from and against any Claims arising from or related to (i) the noncompliance by Partner Organization or any party performing the Partner Organization Services of any applicable local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages and hire apprentices); (ii) the implementation of Section 1781 of the Labor Code, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Partner Organization or any party performing the Partner Organization Services to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, or any other similar law. It is agreed by the Parties that, in connection with performance of the Partner Organization Services, including, without limitation, any and all public works (as defined by applicable law), Partner Organization shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Partner Organization acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Partner Organization shall require the same of all subcontractors.
2.12 Records. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, specifications, records, files, or any other documents or materials, in electronic or any other form that Partner Organization prepares or obtains pursuant to the Partner Organization Services and that relate to the matters covered hereunder shall be the property of City. Partner Organization hereby agrees to deliver those documents to City upon the expiration or termination of this MOU. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared for City pursuant to this MOU are prepared specifically for City and are not necessarily suitable for any future or other use. Any use of such documents for other projects by City shall be without liability to Partner Organization.
City and Partner Organization agree that, until final approval by City, all data, plans, specifications, reports, and other documents are confidential and will not be released to third parties without prior written consent of both Parties unless required by law. Partner Organization shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for the Partner Organization Services, if any, for a minimum of three (3) years from the date of termination of this MOU, or for any longer period required by law. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Any records or documents this Section requires Partner Organization to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City.
2.13 Licensing of Intellectual Property. This MOU creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, test data, survey results, models, renderings, and other documents or works 2671/031858-1007
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of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium, which are prepared or caused to be prepared by Partner Organization under this MOU (“Documents and Data”). Partner Organization shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents and Data the subcontractor prepares under this MOU. Partner Organization represents and warrants that Partner Organization has the legal right to license any and all Documents and Data. Partner Organization makes no such representation and warranty in regard to Documents and Data which were prepared by design professionals other than Partner Organization or provided to Partner Organization by City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this MOU shall be at City’s sole risk. For avoidance of doubt, this Section 2.13 shall not apply to art produced for display or for sell by independent artists at a City event, which intellectual property shall remain the property of the artist.
SECTION 2. MISCELLANEOUS PROVISIONS.
3.1 Independent Contractors. The Parties shall be independent contractors, and the relationship between the Parties shall not constitute a partnership, joint venture, or agency. Neither Party shall have the authority to make any statements, representations, or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior written consent of such other Party. Neither Party shall be an employee of the other Party. Except as expressly provided herein, the means by which the Parties perform the Services is within the exclusive direction and control of the performing Party. Neither Party shall ever represent that it or any of its officers, employees, or agents is in any manner officers, officials, employees, or agents of the other Party or have the power to incur any debt, obligation, or liability whatever against the other Party, or bind the other Party in any manner. Except as otherwise provided by this MOU, neither Party shall pay salaries, wages, or any compensation to the other Party for performing the Services. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Partner Organization and any of its employees, agents, and subcontractors providing services under this MOU shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (“PERS”) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.
3.2 Governing Law and Venue. The internal laws of the State of California shall govern the interpretation and enforcement of this MOU. In the event that either Party brings any action against the other under this MOU, the Parties agree that trial of such action shall be vested exclusively in Riverside County.
3.3 Amendment. The Parties may amend this MOU only by a writing signed by all the Parties. The City Manager or his or her designee may execute and approve amendments to this MOU which in the City Manager’s reasonable discretion do not substantially modify the terms and conditions of this MOU, provided, however, that the City Manager may instead require City Council for approval for any proposed amendment.
3.4 Assignment and Subcontracting. Neither Party may assign or subcontract any portion of this MOU without the prior written consent of the other Party. 2671/031858-1007
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3.5 Survival. All obligations arising prior to the expiration or termination of this MOU and all provisions of this MOU allocating liability between the Parties shall survive the expiration or termination of this MOU.
3.6 Attorneys’ Fees. If either Party brings any action, including an action for declaratory relief, to enforce or interpret the provisions of this MOU, the prevailing Party shall be entitled to reasonable attorneys’ fees and expenses including costs, in addition to any other relief to which that Party may be entitled; provided, however, that the attorneys’ fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing Party in the conduct of the litigation. The court may set such fees in the same action or in a separate action brought for that purpose.
3.7 Severability. If any provision of this MOU is held invalid, the remainder of this MOU shall not be affected thereby and all other parts of this MOU shall nevertheless be in full force and effect.
3.8 Section Headings and Subheadings. The section headings and subheadings contained in this MOU are included for convenience only and shall not limit or otherwise affect the terms of this MOU.
3.9 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this MOU does not constitute a waiver of any other breach of that term or any other term of this MOU.
3.10 Successors and Assigns. The provisions of this MOU shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties.
3.11 Rights and Remedies. The rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.
3.12 Integration. This MOU, including the exhibits, represents the entire and integrated agreement between City and Partner Organization and supersedes all prior negotiations, representations, or agreements, either written or oral. The terms of this MOU shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this MOU or any other rule of construction which might otherwise apply.
3.13 Counterparts. This MOU may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.
3.14 Execution of MOU. The persons executing this MOU on behalf of each of the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this MOU on behalf of said Party, (iii) by so executing this MOU, such Party is formally bound to the provisions of this MOU, and (iv) that entering into this MOU does not violate any provision of any other MOU to which said Party is bound.
3.15 Nondiscrimination. Partner Organization covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this MOU there shall be no discrimination against or segregation of, any person or group of persons 2671/031858-1007
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on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry.
3.16 No Third Party Beneficiaries. There are no intended third-party beneficiaries under this MOU and no such third parties shall have any rights or obligations hereunder.
3.17 Nonliability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Partner Organization, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Partner Organization or to its successor, or for breach of any obligation of the terms of this MOU.
3.18 No Undue Influence. Partner Organization declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this MOU, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City shall receive compensation, directly or indirectly, from Partner Organization, or from any officer, employee, or agent of Partner Organization, in connection with this MOU.
3.19 No Benefit to Arise to City Employees. No member, officer, or employee of City, or their designees or agents, and no public official who exercises authority over or has responsibilities with respect to this MOU during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for the Services.
IN WITNESS WHEREOF, the Parties hereto have executed and entered into this MOU as of the Effective Date.
CITY OF MENIFEE
Armando G. Villa, City Manager
Attest:
Stephanie Roseen, City Clerk
Approved as to Form:
Jeffrey T. Melching, City Attorney
PARTNER ORGANIZATION
Mary Carnes, President
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EXHIBIT A.
EXHIBIT A
LOCATIONS OF UTILITY BOXES
ACM may select up to six City-approved utility box locations for consideration as part of the pilot program. The final number of utility boxes included in the pilot program shall be determined by ACM based on available funding, installation feasibility, and operational considerations, subject to City approval.
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EXHIBIT B
EXHIBIT B
PARTNER ORGANIZATION SERVICES
1) ACM will provide all funding for the piloting of the Menifee ArtBox Program contemplated by this MOU, not to exceed $10,000.
2) ACM will hire or otherwise engage a third-party vendor who will install the selected designs as a graffiti-resistant vinyl wrap, or other City approved material, on each utility box.
3) ACM will, not less than quarterly, assess each utility box wrap for damage and/or need for replacement depending on the condition of the wrap.
4) ACM will provide all maintenance, repair, or replacement needed, within the $10,000 budget, to all damaged wraps for a period of two (2) years for each wrap. While ACM shall remain primarily responsible for maintenance of the wraps, the City may, at its sole discretion and as resources are available, assist with inspections, cleaning, graffiti removal, or other maintenance-related activities.
5) Upon receipt of notice from City, ACM will remove any wrap that the City deems necessary to have removed for operational, safety, maintenance, or infrastructure purposes.
ACM will determine if repaired or replaced box will be rewrapped once box has been repaired by the City.
6) ACM will set the eligibility criteria, submission requirements, theme, stipend, use of imagery, artist responsibilities, review and evaluation, approval criteria, and evaluation and scoring criteria as part of its ArtBox Program Guidelines, which are subject to the review and reasonable approval of City. This can be done prior to the approval of this MOU and the Program Guidelines are included as EXHIBIT D to this MOU. 7) ACM will pre-select artwork to be presented to City for review, ensuring the artwork is within the approved Program Guidelines. All artwork submitted to City shall be an original design by the artist in any two-dimensional medium. Artwork shall not be the product of or in any way contain art generated by artificial intelligence. Digital enhancing and editing are permitted.
8) ACM shall select the specific artwork to be used for the wrapping of utility boxes. Prior to installation, ACM shall provide the selected artwork to the City for review and approval.
City review shall be limited to confirming consistency with the ArtBox Program Guidelines and identifying any operational, safety, legal, or infrastructure-related concerns. 9) Any wrap that remains on a utility box two (2) years after its initial installation may remain in place beyond the initial pilot period, subject to City approval, provided the wrap remains in good condition and does not present operational, maintenance, safety, or infrastructure concerns. The City reserves the right to require removal, replacement, or modification of any wrap as necessary.
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EXHIBIT C
EXHIBIT C
CITY SERVICES
1) City will review and approve, in its reasonable discretion, the ArtBox Program Guidelines and include it as EXHIBIT D of this MOU.
2) City will review artwork selected by ACM prior to installation to confirm consistency with the ArtBox Program Guidelines and identify any operational, safety, legal, maintenance, or infrastructure-related concerns. If the City determines that artwork does not meet the ArtBox Program Guidelines or presents such concerns, City shall provide ACM with written notice identifying the reason(s) for non-approval. 3) City will allow access to utility boxes and staging areas for the installation of the wraps. 4) City retains the right to provide notice to ACM of the need to repair, remove, or replace any wrap that is damaged or otherwise in need of repair, removal, or replacement for operational, safety, maintenance, or infrastructure purposes. 2671/031858-1007
23809397.7 a06/09/26 EXHIBIT D
EXHIBIT D
ARTBOX PROGRAM GUIDELINES
Overview, Mission, & Objective
Overview
The Arts Council Menifee (ACM) in coordination with the City of Menifee is dedicated to incorporating art into public spaces, supporting efforts to create places and spaces that people will find vibrant, welcoming, and inclusive. The City owns numerous utility boxes at key locations throughout the community, including traffic signal controllers, electrical pedestals, and irrigation control boxes.
The Menifee ArtBox Program was launched to transform some of the City-owned utility boxes into beautiful art pieces that recognize the unique character of our community.
Mission
To support local and regional artists and to create an opportunity for them to showcase their talents, while promoting vibrant and memorable public art throughout the City that enhances the urban landscape.
Objective
The City has identified six potential utility box locations at key high-visibility intersections throughout Menifee for consideration as part of the pilot program. Based on available grant funding, ACM anticipates funding the wrapping of approximately four to five utility boxes during the initial pilot effort. The ACM will conduct a Call for Artists where Menifee artists can submit art for consideration.
Box Specifications & Locations
City-owned utility boxes are distributed throughout Menifee. Locations subject to City review and approval and may change. Potential locations are:
1. Newport & Haun – NE Corner (District 1)
2. Newport & Menifee – NW Corner (District 3)
3. Newport & Murrieta – SE Corner (District 2)
4. Newport & Goetz – NW Corner (District 2)
5. McCall & Menifee – NE Corner (District 4)
6. McCall & Bradley – SW Corner (District 1)
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Application Medium
Vinyl wraps, or other acceptable material as approved by the City, will be used to cover each box with an artist-submitted design and/or artwork. Wraps were selected over painted boxes due to several factors, including longevity, inherent graffiti protection, and ease of maintenance.
Once a design is approved through the Call for Artists process, wraps take two to three months to coordinate and install. Artists submit the approved artwork to be displayed, and an approved contractor/vendor measures the box, orchestrates the placement, and applies the wrap.
Installation, Maintenance, & Repair Process
●For wrapped boxes, the ACM will work with a third-party vendor to install the selected designs as a graffiti-resistant vinyl wrap, or other acceptable material as approved by the City, on each box.
●Utility Box Art will be inspected no less than quarterly to assess for damage and/or replacement depending on the condition of the artwork.
●ACM will coordinate all maintenance, repair and replacement of wraps for up to two (2) years following installation. The City reserves the right to request temporary removal, repair, replacement, or modification of artwork should a utility/traffic control box require maintenance, modifications, or repairs as a result of unanticipated damage or operational, safety, maintenance, or infrastructure needs. ACM will determine if repaired or replaced box will be rewrapped once repaired or replaced.
Criteria for Submissions - Artists
Artist Eligibility and Basic Information
The Menifee ArtBox Program is open to individual artists and community groups who have the vision and skills to create a visual image that is created according to the theme. Applicants must reside, work or attend school in the City of Menifee, including the communities of Homeland, Romoland, Sun City and Quail Valley as determined by Arts Council Menifee in coordination with the City of Menifee.
Artists must be 16 years of age or older to apply. Artists may submit one (1) design proposal for each Call for Artists cycle, unless otherwise stated in the application materials.
The original artwork may be designed in any two-dimensional medium. Applicants are encouraged to submit digital artwork using the provided templates; however, photographs or scans of physical artwork may also be accepted, but subject to resolution quality appropriate for the wrap printing.
All proposed artwork must be submitted in color. Selected artists may later be required to convert 2671/031858-1007
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final designs into an approved file type such as PDF, AI, PSD, TIFF, or JPEG. TIFF and JPEG files should meet minimum resolution requirements established in the application materials.
ArtBox Theme: “Our Community, Our Home”
What makes Menifee Your Home? Artists should create designs that celebrate Menifee's welcoming spirit through its landscapes, family moments, landmarks, and cultural heritage. Use these recommended criteria when creating your art:
●Menifee’s history: historical buildings; landmarks; early settlers; etc. Learn more at https://menifeehistory.com/
●Sunny hillsides and natural beauty
●Neighborhood gatherings and community events
●Family-friendly culture
Submission Requirements
To expedite review, each submission should include the following:
●Menifee ArtBox Program application.
●Original artwork.
●Artist statement (max. 100 words)
The artist statement should briefly describe why the artist is interested in the project and how the artwork was created and how it matches the theme. Arts Council Menifee may combine or format these statements according to the final application package.
All artwork must be original and created by the applying artist or team.
Artwork should NOT include the following:
Artwork shall not be generated by or contain imagery created through artificial intelligence.
Digital enhancement, editing, and formatting of original artist-created artwork are permitted.
Political statements or persons.
Religious references, symbols, or numbers.
Drug-related or criminal conduct content.
Sexual imagery.
Offensive or obscene language or imagery.
Material that defames or invades the rights of any person, living or dead. Addresses, phone numbers, email addresses, URLs, social media handles, tags, or links. Copyrighted or trademarked material.
Commercial marketing.
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Corporate or organizational branding.
Representation of traffic signals or signs.
Objects physically attached to the utility box.
Recommendations for Submitting a Design
Artists should consider the following when preparing a design:
Make the artwork appropriate for all ages.
Use bright colors and bold outlines when possible, as these tend to read well from a distance.
Avoid large areas of excessively dark colors or heat-absorbing designs that may contribute to elevated surface temperatures or reduced vinyl longevity. Ensure the artwork is visible and visually engaging from the street. Think carefully about how the design will translate onto a box shape and how it will appear from multiple directions.
Use the utility box diagram, when provided, to help visualize placement and scale. Create artwork that reflects Menifee’s community spirit, history, culture, landscapes, and family-friendly identity.
Artist Stipend and Use of Imagery
Selected artists shall be compensated $250 for approved artwork. If a group artwork is selected, group members shall share the stipend. The stipend is intended to cover the artist’s time spent creating the artwork, submitting an application, and, when necessary, participating in interviews or photo opportunities for promotional purposes.
The artist will not be responsible for installing vinyl wraps.
Photos of completed utility box artwork may be displayed on an interactive map on the Arts Council Menifee and/or City of Menifee website. Information about the artist may accompany the completed artwork and may include:
Artist name.
Artist short biography.
Website or social media (if applicable)
Artist statement and/or artwork statement.
Title of the artwork.
Images and artist information may also be used on Arts Council Menifee and City of Menifee social media platforms, media channels, printed materials, and websites for promotional purposes. 2671/031858-1007
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The City may include a QR code decal on the artwork that links viewers to a dedicated Menifee ArtBox webpage. The QR code placement will be designed to minimize interference with the artwork and, when possible, complement the design.
Other Requirements
Artist Responsibilities
It is the responsibility of the artist to submit a complete application by the published deadline and include all required materials. The ACM may contact artist for edits if needed for the vinyl printing.
The artist retains copyright to the original artwork.
City Responsibilities
By participating in the program, artists grant Arts Council Menifee and the City of Menifee a non- exclusive, royalty-free license to reproduce, display, and distribute images of the artwork for City and program-related purposes, including promotional materials, websites, and social media. The City reserves the right to require request ACM remove, replace, or adjust artwork as necessary for operational, safety, maintenance or infrastructure purposes.
Review and Evaluation
Applications will be received by the Arts Council Menifee review committee for review of complete and eligible submissions. ACM shall be responsible for selecting the artwork proposed for installation as part of the ArtBox Program. Selected artwork shall be submitted to the City for review to confirm consistency with the ArtBox Program Guidelines and to identify any operational, safety, legal, maintenance, or infrastructure-related concerns. Only complete applications submitted by the deadline will be considered.
Artists will be notified by email if their design is selected and will receive a timeline for final artwork production and installation. Artists are encouraged (but not required) to attend the “Unveiling” event to promote the ArtBox Program.
Approval Criteria
The criteria used to select eligible artists, artwork, and designs include the following:
Artistic excellence.
Relevance of the design to program theme.
Vibrancy, innovation, and originality.
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Evaluation and Scoring
To evaluate each submission fairly, a review process may be used that includes both scoring and ranking. Each evaluator may review the submitted artwork based on the following categories:
1.Art design.
2.Artist statement.
3.Relevance to theme.
Each evaluator may assign scores and then rank their top choices based on overall merit. Rankings may be tabulated among evaluators, with the highest-ranked proposals recommended for final selection.