ORDTNANCE No. Accept donation of the sign commonly known as the "Made in Oregon Sign" from Darryl Paulsen execute an Intergovernmental Agreement between the City and PDC; authorize the Director of the Bureau of Internal Business Services to execute Maintenance Agreement, Retail/Parking Lot Commercial Lease, Rooftop Commercial Lease and Rooftop Easement in support of the sign and donation (Ordinance) Section 1. The Council finds: l. The building located at 5 NW Naito Parkway was the original location for the V/illamette Tent & Awning Company, the forerunner of the White Stag Company, founded in 1884. In Portland's early days, when the Willamette River was a "forest" of sailing ships, V/illamette Tent & Awning supplied demands for canvas products. Max and Leopold Hirsch purchased Willamette Tent and Awning in 1907 and brought in Harry Weiss as a partner, becoming Hirsch-Weiss. During the depression of the 1930s, Hirsh added new sportswear lines, including ski apparel, and a new name developed: "White Stag" which is the English translation of the German names of Hirsh-Weiss. 2. In 1940, Rarnsey Signs built an illurninated sign for the White Satin Sugar Company which rented space on the White Stag Company roof. The sign was altered in 1950 to include animation. In 1959, the sign was converted to its existing form for the White Stag Company, then the sponsor of the sign's operations and maintenance.. In 1997 the lettering was again changed from White Stag Sportswear to Made in Oregon Old Town to reflect a new sponsor, retaining the original neon-lit outlines of the state of Oregon. The noso on the reindeer glows red during the holidays. J. The original Historic Landmark Designation for the White Stag Sign was approved by Portland City Council on February 23,1978. 4. The Made in Oregon sign serves as a landmark marquee, welcoming folks traveling into the Central City over the Bumside Bridge. 5. The Made in Oregon sign serves as a prominent national and international landmark associated with the City of Portland. 6. The Made in Oregon sign is frequently shown in national and intemational telecasts for events occurring in Portland, as well as in movies, ne\rys stories, television series', and publications to showcase Portland' s cityscape. 7. The Portland-oriented message of the sign is integral to its value as a Portland Landmark. 8. The City's ability to retain the Portland-oriented messaging of the sign can only be accomplished through City ownership. 9. A purchase offer by another entity in the amount of $535,000 was made for the sign. 10. The Made in Oregon sign's importance as an iconic landmark is unique and substantial and its donation should be accepted to ensure its continued connection to the City of Portland. 11. The Historic Landrnarks Commission has approved an application to replace the lettering "Made in" with "Portland" in matching font, scale and illumination sequencing. 12. The current owner of the sign, Darryl Paulsen, has generously offered to donate the sign with the condition that the City utilize Ramsay Signs, Inc. for the maintenance and repair of the sign for 10 years. 13. The Poftland Development Cominission (PDC) constructed a retail space under the west side of the Bumside Bridge, and is transferring ownership of the retail space to the City of Portland. 14 . The City has negotiaied a lease agreement with White Stag Block Master Subtenant, LLC for a neatby parkir.lg lot and the newly constructed retail space in an amount that will cover all sign maintcnance and repair costs plus the conversion of the sign to read "Portland, Oregon." 15. White Stag Block Master Subtenant, LLC will lease a portion of the rooftop of 5 NW Naito Parkway to the City for seven y€ars. After seven yeárs, White Stag Block ,LLCwill convey a rooftop easement to the City to support the permanent placement of the sign. "*''.1. NOW, THEREFORE, the Council directs: a. The Mayor is authorized.to execute the Donation Agreement and upon satisfaction of all donation conditions to execute the accompanying Maintenance Agreement and Acceptance of Donation Agreement, in substantially similar forms as those documents are attached hereto as Exhibit A, and upon approval to form by the City Attomey's Office. The Mayor may delegate to the Director of the Bureau of lnternal Business Services the authority to execute the Maintenance Agreement. b. The Mayor is authorized to execute the Intergovemmental Agreement between the City and PDC in substantially similar form as attached hereto as Exhibit B, and upon approval to form by the City Attorney's Office. The Director of the Bureau of Internal Business Services is authorized to execute the Retail/Parking Lot Commercial Lease, Rooftop Commercial I, ease and Rooftop Easement, in substantially similar forms as attached hereto as Exhibits C through E, and upon approval to fonn by theCity Attorney's Office. Passed by the Council: LaVonne Griffin-Valade Auditor of the City of Portland Mayor Sam Adams By Commissioner Randy Leonard Prepared by: Amy Ruiz Deputy Date Prepared: September 9, 2010 ri ri DONATION AGREEMENT This Donation Agleement ("Agreement") is entered into between DARRYL PAULSEN ("Paulsen"), the CITY OF PORTLAND ("City" or "Donee"), WHITE STAG BLOCK MASTER SUBTENANT, LLC ("WSMST") ancl RAMSAY SiGNS, INC ("Rarnsay") (collectively referred to as the "Perrties"). RECITALS A. WHEREÄS, Paulsen owns the "Made in Oregon" Sign affixed to the builcling locatecl at 70 N.W. Couch St., Portlancl, Oregon, commonly referred to as the White Stag Builcling ("Builcling") ancl, a photograph of which is attachecl as Exhibit A; ancl B. WHEREAS, Paulsen has presently leasecl to Ramsay Signs, Inc. ("Ramsay"), the "Macle in Oregon" Sign. C. WHEREAS, Paulsen as assignee is currently a tenant uncler that certain expired rental agreement clatecl June 14,2006, between White Stag Block, LLC, managecl by Venerable Group, Inc. ("Lanc11orc1"), whereby Paulsen leases the light to affix the "Macle in Oregon" Sign to the Building (the "Expired Rooftop Lease"). D. WHEREAS, the Pafiies intencl for Paulsen to enter into a contract with White Stag Block Master Subtenant, LLC, ("WSMST") to convert the "Macle in Oregon" Sign to "Portlancl Oregou" Sign (a drawing is attachecl as Exhibit B) by removing the worcls "Made in" ancl replacing them with "Portland Oregon" in a manner that is consistent with tlie historic scale ancl font ol'the "Made in Oregon" Sign. E. WHEREAS, Paulsen has obtained all necessary approvals, including, but not lirnitecl to, Laudmarhs Comrnissioll ancl Portl¿rncl City CounCil for the "Portland Orcgon" Sign conversion. F. WI{EREA,S, WSMST, in consicleration of other lease opportunities has agrcccl to pay f'or the "Portlancl Oregon" Sign conversion. G. WI-IEREAS, Paulsen, upon the completion of the conversion of saicl Sign to "Portlancl Otegon", clesires to terminate the Expired Rooftop Lease ancl to donate the cclnvertecl Sign to City r"rpon the terms and conditions in this Agreement. FI. WIIEREAS, WSMST and City have negotiatecl a "Rooftop Comnrerci¿tl Lease" ancl a "Rooftop Easement." t. WHEREAS, City is willing to accept the clonation of the "Portland Oregon" sign fì'on-r Paulsen upon the terurs and conclitions of this Agreement. ,,\GRBEMENT NOW THEIìEFOIìE,, in consideration of the Iòregoing Recitals, whrch are by this reference incorporatecl into this Agreetleut, ancl in consicleration of mutual ooven¿rnts contaiuccl herein, Paulsen and City hercby agree as follows: DONA'|ION AGIìEEMENT Page 1 of25 l. Donation. Upon the fòllowing conclitions as set forth in paragraph 2 being met, Paulsen will clonate all of its right, title, ancl interest in ancl to the "Portland Oregon" Sign, to the City in accorclance with ancl sub.ject to the limitations, ter-rns and oonditions herein set forth. 2. Conditions of f)onation. The fòllowillg ¿ìre conditions of Paulsen clonating the "Portland Oregon" Sign ancl City aocepting the "Pottland Oregon" Sign: 2.1 Paulsen has obtainecl all necessary goverrnental approvals for the "Portlancl Oregon" Sign conversion. 2.2 Paulsen couverts tlie existing "Macle in Oregon" Sign to "PoLtlancl, Oregon" Sign by removing the worcls "Macle in" ancl replacing them with Portland in ¿r ur¿rnncr that is consistent with the historic scale and Íbnt of the "Macle in Oregon" Sign. 2.3 WSMST pays Ramsay for all Sign conversion charges. 2.4 Upon completion of the Sign conversion, Paulsen ancl White Stag Bloclc, LLC terminate the Expired Rool'top Lease. 2.5 City enters into the Rooftop Commercial Lease with the agreecl upon Rooftop Easernent with WSMST. 2.6 Paulsen provicles City with all clocuments listed in Exhibit C when the convcrsion of the sign to the "Portlancl Oregon" Sign is complete ancl prior to closing. 2.7 Tlte City âccepts the "Portlancl Oregon" Sign convcrsation in accorclance with paragraph 5 below. 2.8 P¿tulsen agrees to provicle City with a fully executed translèr ol'title to the "Portlancl Oregon" Sign at closing. 2.9 City agrees to execute the Maintenance Agreement with Ramsary, attachecl heretcl as Exhibit D. 2.10 The Parties shall execr-lte the Acceptance of Donation Agreernent attache<l hereto as Exhibit E ltpou full ancì complete satisfaction ol'all conclitions prececlent as set forth in this A.greemcnt. 3. Donor's Representations and Warrantics. 3.1 Paulsen reprcsents and warrants that upon execution of thls Agreement by the City, Paulscn has goocl,valicl and urarketatrle title to thc "Made in Oregon" Sign, no right to acquire thc "Macle in Olegon" Sign has been gretnted to any other pârty, ancl the "Macle in Oregou" Sign is fice and clear of all liens, claims, securtty intet'ests, pleclges, charges, adverse clairls, ancl encumbr¿ìtlces of any t1¿ìtltre, except the lien ol yrr-oper ty taxes not yet clue ancl payable.