H2. Kalico Art AgreementCITY 01F
KALISPELL
City of Kalispell
201 1" Ave E. P.O. Box 1997
Kalispell, Montana 59903-1997
(406) 758-7000 Fax (406)7757
REPORT TO: Mayor Johnson and Kalispell City Council
FROM: Doug Russell, City Manager
SUBJECT: Approval of a Use Agreement with KALICO for an art installation project
on traffic signal boxes in Downtown Kalispell
MEETING DATE: October 4, 2021
BACKGROUND: At a Council meeting on December 7, 2021, Council approved a
resolution authorizing KALICO to move forward with an art installation project that would allow
them to engage the art community in an effort similar to the tunnel art project where artists and
renderings are selected to be used to wrap the traffic signals in downtown Kalispell with a vinal
wrap. KALICO has attained funding, solicited art proposals for 6 of the 12 traffic signal boxes,
and received approval from the Montana Department of Transportation.
The Kalispell Downtown Plan that has been previously adopted supports efforts of this nature
with the following goals:
5. Create a unique and identifiable image for Downtown Kalispell:
e) Encourage public/private partnerships to fund the creation and display of
public art.
6. Become the epicenter for arts, culture and historic preservation within the Flathead
Valley:
f) Encourage public/private partnerships to fund the creation and display of
art.
Attached is a Use Agreement authorizing KALICO to move forward with the installation and
maintenance of the vinyl wraps on 6 traffic signal boxes.
FISCAL IMPACTS: This project would not have direct fiscal impact as it would be funded
through KALICO and their respective arrangements as identified in the agreement.
RECOMMENDATION: It is recommended that the City Council approve the attached Use
Agreement with KALICO for the installation and maintenance of vinyl wraps on 6 traffic signal
boxes in Downtown Kalispell.
ATTACHMENTS:
Agreement with Map of traffic signal box locations and selected art renderings
Correspondence from KALICO
USE AGREEMENT
THIS USEAGREEMENT is made this day of 2021, by and between the CITY
OF KALISPELL, a municipal corporation organized and existing under the laws of the State of
Montana, of 201 1ST Ave East, Kalispell, Montana 59901 ("CITY"), and the KALICO Art Center,
with its offices at 149 Main Street, Kalispell, Montana 59901 ("KALICO").
NOW, THEREFORE, CITY and KALICO, in consideration of the mutual covenants and
agreements, herein agree as follows:
1. COMMISSION
KALICO has received a grant from the State of Montana Tourism Grant Program to
coordinate a project in which traffic signal boxes (TSBs), owned by the CITY or by the Montana
Department of Transportation, within downtown Kalispell are to be wrapped with vinyl decals
printed with local artist's work, substantially as described in Exhibit A, hereby incorporated into
this agreement by reference.
2. SITE COMPATIBILITY
a. KALICO will submit renderings and materials to be used to the CITY. The CITY
must approve renderings and materials prior to work beginning.
b. KALICO and the artist shall acknowledge, and accept, that the traffic signal box is
functional equipment with a limited lifetime and may be repaired or removed from
service at any time for any reason. CITY may use the traffic box for any purpose, no
purpose or dispose of the traffic signal box as necessary. Artist -waives any and all
rights to the artwork.
3. TIME
KALICO and the Artist will begin work on and shall have completed and installed
the work by
4. WARRANTIES
a. KALICO and the Artist shall represent and warrant that the work is solely the result of
the artistic effort of Artist and is original and unique, does not infringe upon any
copyright, has not been sold elsewhere and is free from any liens.
b. KALICO, its agents, and the Artist shall represent and warrant that the work will be
durable, executed and fabricated in a workmanlike manner and will be free from defects
in material and workmanship including defects known as "inherent vice" or qualities
which cause or accelerate deterioration of the work.
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c. If within one year of the date of final acceptance, the work exhibits any structural or
cosmetic degradation, KALICO, its agents, and the Artist will repair the work or replace
any defective component of the work at no cost to the CITY. All repairs or cures to
defects shall be consistent with professional conservation standards.
d. KALICO, its agents, and the Artist will comply with CITY policies and procedures with
respect to working in the public right of way and will attend any work session that may
be required by the CITY Department of Public Works for those installing art projects in
the public right of way.
e. KALICO shall maintain the art for a period of SEVEN (7) years so that the attractiveness
of the art does not become substantially diminished by weather, normal wear and tear
or vandalism. KALICO shall abide by CITY ordinances regarding the timely removal
of graffiti from the TSBs.
f. KALICO, its agents and the Artist warrants that they can replicate the imagery depicted
in the offered renderings accurately in design, color, saturation, and hue as well translate
the size and proportion of the artwork to the size and proportion of the actual TSB.
5. FINAL ACCEPTANCE AND TITLE
a. Upon the work being installed and completed to KALICO satisfaction, the CITY shall
inspect the work and present KALICO with a detailed listing of any observed flaws.
When the CITY is satisfied with the work, CITY shall notify KALICO of its final
acceptance of the work.
b. Upon final acceptance, title to the work shall pass to the CITY. Thereafter, the CITY
shall retain all written documentation regarding the work and shall have the right to a
copy of all drawings, sketches, and designs of the work for maintenance and historical
documentation purposes only.
6. AGREEMENT WITH THE MONTANA DOT
a. KALICO must show the CITY that it has entered into a similar use agreement with
MDOT prior to installing artwork on TSBs located in the CITY and owned by MDOT
and hereby agrees that it will comply with its use agreement with MDOT.
b. All artwork installed on TSBs in the CITY, whether owned by the CITY or MDOT must
be approved by the CITY.
7. COPYRIGHT
a. KALICO shall present the CITY with an agreement executed by the Artist in which the
Artist agrees that the CITY owns the original work of art once it has been accepted.
Artist shall agree that this work shall be a unique example of Artist's work and Artist
shall not anywhere else produce such work in full scale, without the express written
consent of the CITY. Copies of the work can be made by Artist for the purposes of
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display or applications for further commissions provided CITY is credited with
commissioning the original work.
b. By means of the same agreement, KALICO and the Artist shall grant the CITY an
irrevocable license to make two-dimensional reproductions of the work for non-
commercial purposes, including but not limited to reproductions used in advertising,
brochures, media, publicity, and catalogues.
8. INSURANCE AND INDEMNIFICATION
a. KALICO, its agents, and the Artist acknowledge that as an independent contractor, they
are not personally covered by the CITY's general liability insurance.
b. KALICO and the Artist shall at all times hereafter defend, indemnify and hold harmless
the CITY, its officers, agents, employees, against any and all claims, costs, losses and
liabilities of any kind, caused by acts or omissions of Artist, its employees or agents, or
accruing, resulting from, or related to the subject matter of this Agreement including,
without limitation, any and all claims, demands, or causes of action of any nature
whatsoever resulting from injuries or damages sustained by any person or property.
c. The CITY shall at all times hereafter defend, indemnify and hold harmless KALICO
and the Artist, its officers, agents, employees, against any and all claims, costs, losses
and liabilities of any kind, caused by acts or omissions of the CITY, its employees or
agents, or accruing, resulting from, or related to the subject matter of this Agreement
including, without limitation, any and all claims, demands, or causes of action of any
nature whatsoever resulting from injuries or damages sustained by any person or
property.
9. NONDISCRIMINATION
In performing their duties under this Agreement, the CITY, KALICO and the Artist each
agree that they shall not violate federal or state law by any act of discrimination against any person
in a class protected under federal or state law.
10. ENTIRE AGREEMENT AND TERMINATION
a. The permission for the placement of any art may be revoked by the CITY upon giving
30 days written notice to KALICO by regular mail, at the address given below. The CITY
may revoke this permission without notice during an emergency. If the KALICO fails to
remove the permitted art and restore said right-of-way to its previous condition within
said 30-day period, or in an emergency, in a reasonable time, the CITY at its option may
remove the art and restore said right-of-way to its previous condition.
b. The parties agree that obligations under sections 8, 5 and 4 shall survive the completion
or termination of this Agreement.
Page 14
10.
11.
Notice
a. Notice: Any notices required by this agreement shall be sent by regular US Mail to
the following addresses:
City of Kalispell
City Manager
201 1 st Ave E
Kalispell, MT 59901
KALICO
Attn:
149 Main Street
Kalispell, MT 59901
b. All notices shall allow 10 days for response from date of sending.
GOVERNING LAW
This agreement shall be governed by and construed in accordance with the laws of the State
of Montana.
IN WITNESS WHEREOF, KALICO and the CITY have caused this Agreement to be
executed, effective on the date written above, and intend to be legally bound thereby.
CITY OF KALISPELL, MONTANA
ma
Doug Russell, City Manager
KALICO
By:
Page 15
STATE OF MONTANA )
):ss
County of Flathead )
On this day of , 2021, before me, the undersigned, a Notary Public for the State
of Montana, personally appeared , in her capacity as of the
KALICO of Northwest Montana a Montana corporation, that executed the within instrument, and
acknowledged as such subscribed, sealed and delivered said instrument as the free and voluntary act
of said corporation, for the uses and purposes therein set forth, and that she was duly authorized to
execute the same on behalf of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial Seal the
day and year in this certificate first above written.
Printed Name:
Notary Public, State of Montana
Residing at
My Commission Expires
STATE OF MONTANA )
):ss
County of Flathead )
On this day of , 2021, before me, a Notary Public in and for the State of
Montana, personally appeared Doug Russell, known to me to be the City Manager of the City of
Kalispell, a municipality, that executed the within instrument, and acknowledged that such City
Manager subscribed, sealed and delivered said instrument as the free and voluntary act of said
municipality, for the uses and purposes therein set forth, and that she was duly authorized to execute
the same on behalf of said municipality.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial Seal, the
day and year first above written.
Printed Name:
Notary Public, State of Montana
Residing at
My Commission Expires
Page 16
EXHIBIT "A"
LOCATION OF TRAFFIC SIGNAL BOXES AND IMAGES
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IMAGE # 5 FOR TSB SELECTION
All three of these images would be on a single box.
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September 28, 2021
Dear Kalispell City Council,
Thank you for considering approval for this project.
The images that are being submitted for approval have been selected by a committee of
residents working as local artists and in local businesses. The goal for this project is to cover 12
Traffic Signal Boxes (TSB). However, at this time we are only submitting 6 works of art for
approval. Our intention is to run a second call for artists in the fall/winter for the 6 additional
boxes. Then, upon your approval of those additional 6 boxes, Wrap Hive will install in the spring
of 2022.
Within this application I have included a map and circled the first 6 boxes that we will wrap at
this time. However, we are flexible if you have suggestions for different boxes to be wrapped as
long as they are the 12 that are being shared on the map.
Thanks again for your time and consideration.
Most kind regards,
Jemina Watstein
Executive Director
execd i rectorn kal icoartcenter. ora
406-471-2832
Client: Date: Project
City of Kalispell 111412020 Traffic Signal Box Wrap// Example
This is NOT an image for selection but an example of what
the TSBs will look like when wrapped.
Images for selection are labeled below.
KALICO
ART CENTER
BEFORE AFTER
WRAPAIVE