HomeMy WebLinkAbout2014-144 Agrmt - Thalden Foundation - Public Art
AGREEMENT
This agreement is entered into on this te day of June, 2014 between the Thalden Foundation
("Donor") and the City of Ashland, Oregon ("City").
RECITALS
A. Under the City sign code, a mural placed directly onto a wall is a specifically prohibited form
of "wall graphics." AMC 18.96.020 (33) and 18.9 6.040L. The City sign code, however,
exempts from its regulatory provisions "public art defined, approved, and installed in
accordance with section 2.17 of the Ashland Municipal Code." AMC 18.96.020(22) and
(27).
B. Acquisition and placement of public art in Ashland is to be based upon accepted standards
and guidelines, as opposed to personal opinion. AMC 2.17.005.
C. Artwork proposed for City acquisition as part of its Public Art Collection must meet
established minimum standards and criteria, and, for placement on private property, the City
must be granted control of and access to the private property by written agreement or legal
instrument before the artwork can be acquired. AMC 2.29.120 and 2.29.140.
D. Before artwork that is to be part of the City Public Art Collection can be placed on private
property, the Ashland Public Arts Commission ("PAC"), in its sole discretion, must
determine whether the proposed site for the artwork meets ordinance-defined guidelines for
site selection. AMC 2.29.120 and 2.29.130B.
E. AMC 2.29. reserves the final decision on acquisition of public art to the Council and
AMC 2.29.170 says criteria and processes for acquiring public art are legally binding only if
specifically enacted in AMC Chapter 2.29. AMC 2.17.005, however, constitutes separate
independent authority in ordinance for the PAC to adopt standards and guidelines for
acquisition and placement of public art.
F. In July 2013, the PAC established special guidelines and an approval process specifically for
public art murals ("Guidelines").
G. Donor wishes to donate a mural to the City for its Public Art Collection by contracting with
artist Denise Baxter ("Artist') to paint a proposed mural ("Mural") on an external wall of the
Ashland Emergency Food bank on Clover Lane in full compliance with the requirements that
would apply to any similar gift. The Mural can be generally described as follows:
A mural approximately 52 feet wide by 18 feet high to be commissioned by Donor to be
installed on the northwest wall of the Ashland Emergency Food Bank building at 560
Clover Lane in Ashland, Oregon.
H. At a public meeting on March 21, 2014, the PAC reviewed and approved a Public Art Mural
application for the Emergency Food Bank Mural project and recommended approval by the
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City Council.
I. On April 1, 2014, City Council approved the application for the Mural project.
J. The Ashland Emergency Food Bank has agreed to grant to the City a five-year, renewable
Art Easement providing the City access to the Mural site for purposes of maintenance.
Execution of the Art Easement is to occur at the same time Donor conveys the completed
Mural to the City and the City formally accepts it.
K. Installation of the Mural will be completed in compliance with the approved design and
Paragraphs 1 through 4 below before City has enforceable access to or any legal
responsibility for the Mural site.
To ensure that Artist will paint the Mural in compliance with the approved design and
Paragraphs 1 through 4 below, and in consideration of the mutual promises of the parties, Donor
and City have agreed as follows:
AGREEMENT
1. Donor will hire Artist either as an independent contractor or as an employee. Artist is not to
be considered an agent or employee of City for any purpose, and City is interested only in the
results obtained under this Agreement. Donor and/or Artist will be responsible for all state
and federal taxes and employment reporting for Artist and any agents of Artist.
2. A contract between Donor and Artist will include the following or substantially similar
provisions and will designate the City as a third-party beneficiary of them:
a. The Mural will be professionally designed and executed in compliance with the
following criteria:
i. The visual imagery in the Mural will be appropriate for all audiences (for
example, not reflecting partisan politics or containing sexual or religious
content or expressing a commercial aspect);
ii. The visual imagery in the Mural will be designed to be in character with and
enhance the aesthetic experience of Ashland residents and visitors, especially
those in the proximity of the Ashland Emergency Food Bank.
iii. The Mural design will be appropriate for viewing by persons seated, walking
by, in moving vehicles, or otherwise apt to be viewing the artwork.
iv. The wall on which the Mural will be painted will be suitable in that its surface
will be properly prepared to receive the proposed materials, enable technical
detailing, and minimize color fading.
b. Artist will be responsible for implementing reasonable safety requirements City staff
may recommend, if any. City staff will provide any recommendations it may have on
safety requirements to Artist prior to Mural installation.
c. Artist or Ashland Emergency Food bank will secure, pay for, and maintain during
Mural installation general liability insurance with a combined single limit, or the
equivalent, of not less than $500,000 for each occurrence for bodily injury, personal
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injury, and property damage incurred during Mural installation and will provide proof
of such insurance to City upon request.
d. Prior to initiation of Mural installation, Artist will provide the PAC the installation
schedule and notify the PAC when the wall has been prepped and is ready for paint.
e. When each of the following three Mural project stages has been completed, Artist
will notify the PAC, and the PAC will promptly evaluate whether the Mural has so far
been carried in conformance with the approved design and the criteria in Paragraph
2(a) above:
i. After the wall has been prepped and is ready for paint;
ii. Halfway through the painting process; and
iii. Within seven days after completion of Mural installation.
The PAC may designate one or more of its members to conduct the three aforesaid
evaluations and promptly give Artist oral or written notice of the PAC's approval to
proceed to any subsequent Mural project stage. If at any stage, the PAC or its
designee(s) determines the Mural project has deviated from the approved Mural
concept or the criteria in Paragraph 2(a) above, the Artist must (1) modify the Mural
to conform to the approved Mural concept and the criteria in Paragraph 2(a) above, or
(2) terminate the Mural project.
f The Mural project will be started and completed in Summer, 2014.
3. Donor will deposit $500 with City to be held in reserve until PAC provides City staff
confirmation of completion of the Mural project in conformance with the approved concept
and the criteria in Paragraph 2(a) above. Upon such confirmation, the deposit will be
refunded to Donor. In the absence of such confirmation, any existing portion of the Mural
will become a prohibited sign that must be removed, and this deposit will be used to repaint
the wall, restoring it to its approximate color prior to this Agreement.
4. Upon completion of the Mural project, Ashland Emergency Food Bank will grant to the City
a five-year, renewable Art Easement providing the City access to the Mural site for purposes
of maintenance; Donor will convey ownership of the Mural to City by legal instrument; and
City will accept the Mural as part of its Public Art Collection. After such conveyance, City
shall have sole responsibility for maintenance of the Mural.
5. The parties agree that fulfillment of the commitments and conditions in Paragraphs I through
5 above shall constitute full compliance with the requirements of Ashland Code Chapters
2.17 and 2.29, and the Guidelines.
6. If the Mural becomes damaged or in disrepair, City shall have the authority to have it
repaired, or if in the opinion of the PAC it is not repairable, then City shall have the
authority, per AMC 2.29.140B, to paint over the wall.
7. In the event the Art Easement referenced in Paragraph 4 is terminated after conveyance of
the Mural to the City, the Mural will become a prohibited sign that must be removed, and the
City will repaint the wall, restoring it to its approximate color prior to this Agreement.
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8. This Agreement constitutes the entire understanding between the parties with respect to the
matters set forth herein and supersedes all prior agreements inconsistent herewith. The terms
of this Agreement may be changed or modified only by an instrument in writing executed by
both parties.
IN WITNESS WHEREOF, the parties or their duly authorized representatives have signed this
Agreement the day and year first written above.
THALDEN FOUNDATION CITY OF ASHLAN
By: I
Kathryn alden Dave Kanner, C' dministrator
Trustee of the F undation
Y..
arty Tha en
Trustee the Foundation
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