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HomeMy WebLinkAboutPSA with Elliott for Traffic Box Art - Zentangle ButterfliesPROFESSIONAL SERVICES AGREEMENT FOR ARTWORK FOR TRAFFIC BOX COMMUNITY ART PROJECT This PROFESSIONAL SERVICES AGREEMENT FOR ARTWORK FOR TRAFFIC BOX ART PROJECT ("Agreement") is made this i," day of 4 e em�2015 ("Effective Date"), by and between the City,,gqf Meridan, a municipal corporation organized under the laws of the State of Idaho ("City"), and Kul (1 2ik G� ( ("Contractor"), an individual person and parent or legal guardian PRINT NAME OF PARENT oR LEGAL GUARDIAN of Megan Elliott, a minor child ("Artist") WHEREAS, the City desires that public art will be a component of our community, and to that end, the Meridian Arts Commission ("MAC") issued the Call for Artists attached hereto as Exhibit A, seeking proposals for the inclusion of artwork in the Traffic Box Art Image Repository, a repository of images portraying artwork available for reproduction on vinyl wraps to be installed on traffic signal boxes in Meridian, with permission from the property owner Ada County Highway District, as part of the Traffic Box Community Art Project ("Project"), as a benefit to the public; WHEREAS, Artist submitted a response to the Call for Artists, which response included the Application and Acknowledgments and letter of intent attached hereto as Exhibit B; WHEREAS, on May 18, 2015, the Meridian Arts Commission reviewed the responses to the Call for Artists, recommended works appropriate for inclusion in the Traffic Box Art Image Repository based on their respectively submitted proposals, including the artwork submitted by Artist, and on June 9, 2015, Meridian City Council accepted such recommendation, creating the Traffic Box Art Image Repository via Resolution no. 15-1070; WHEREAS, MAC recommended to City Council that a piece of art entitled Zentangle ButteJflies, depicted in Exhibit C hereto ("Artwork"), created by Artist and included in the Traffic Box Art Image Repository, become an installation as part of the Project, and the Meridian City Council accepted MAC's recommendation; and WHEREAS, Artist and Contractor wish to participate in the Project by allowing the Artwork to be scanned and formatted in order to depict the Artwork on a vinyl wrap installation on a traffic control box, subject to the following terms and conditions; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, the Parties agree as follows: I. SCOPE. A. Delivery of Artwork; purpose. Contractor shall allow City to temporarily take possession of the original Artwork for the purpose of creating a digital image of the Artwork, printing such image on a vinyl wrap, and installing the vinyl wrap on one or more traffic control boxes in Meridian, Idaho. City shall not provide insurance to cover loss, theft, or damage of original Artwork and/or of Contractor's or Artist's person, property, or interests. Insurance of original Artwork shall be in Contractor's sole discretion and responsibility. Contractor shall bear any and all risks of and actual loss, theft, and/or damage to the original Artwork. B. License; alterations. Contractor grants to City an irrevocable license to digitally and/or photographically reproduce the image of the Artwork and to authorize third parties to do the same. Artist acknowledges and agrees that the process of photographing, digitizing, printing, and/or reproducing the image of Artwork on PROFESSIONAL SERVICES AGREEMENT -TRAFFIC Box COMMUNITY ART PROJECT PAGE 1 of 9 a vinyl wrap or wraps may require that the image, or portions thereof, be cropped, resized, or otherwise altered in order to transfer the image of the original Artwork onto a traffic control box, or for other purpose, in City's sole discretion. C. Copyright. Neither Artist nor Contractor shall make any claim to the copyright of the Artwork. Contractor expressly waives any and all right, title, or interest in the images or products created using Artwork. Contractor understands that this waiver includes waivers of the exclusive rights of reproduction, adaptation, publication, and display. Contractor agrees to relinquish and waive any and all rights, title, and interest to the Artwork, images thereof, or images of any portion thereof, including, but not limited to, the rights afforded artists under the Copyright Act of 1976 and the Visual Arts Rights Act of 1990, Title 17 U.S.C. §§ 101 et seq. Contractor understands and agrees that the right of attribution and integrity, as specifically set forth in 17 U.S.C. § 106A, are hereby expressly waived except as otherwise provided herein. To the extent that the provisions of this Agreement differ with the Copyright Act of 1976 and Visual Arts Rights Act of 1990, the provisions of this Agreement will govern and any such differences in the rights and duties created thereunder are expressly waived. D. Limited edition. Contractor warrants and represents that the Artwork has never before been created, published, produced, reproduced, or copied; that Artist is the sole creator of the Artwork; and that Contractor, as Artist's parent or legal guardian, is the lawful owner of all rights in the Artwork and the content depicted therein. E. Ownership. City shall own the digital image created from Artwork and any portion or product thereof, including the vinyl wrap or wraps created therefrom. City shall also own the copyright to Artwork and any product or component thereof, including the vinyl wrap or wraps created therefrom. The installation location(s) of the vinyl wrap(s) created from Artwork, if any, will be selected in the City's sole discretion, and once installed, City or other duly authorized party may modify or remove, or allow modification or removal of same, in City's or other applicable agency's sole discretion. Contractor specifically waives the right to claim any remedy concerning the alteration of any image of Artwork or portion thereof, including the vinyl wrap or wraps created therefrom. City shall not be obligated by this Agreement to install any vinyl wrap or wraps featuring the digital image of Artwork or any portion thereof. F. Payment. City shall make total payment to Contractor for services rendered pursuant to this Agreement in the amount of three hundred dollars ($300.00). This payment shall constitute full compensation from City to Contractor and to Artist for any and all services, costs, and expenses related to services performed under this Agreement. Contractor and/or Artist shall be responsible for payment of any and all taxes due and owing for payment received under this Agreement. G. Photographs. Contractor consents to City's publication and/or use of any photographs or recordings of Artist, Artwork, or installations created using Artwork, for promotional purposes. Il. TERMS AND CONDITIONS A. Acknowledgment. Contractor acknowledges that activity undertaken in conjunction with this Agreement presents risks, some of which are unknown, and agrees to assume all such risks. B. Indemnification; waiver. Contractor shall indemnify, save and hold harmless, release and forever discharge City and its agents and employees from and for any and all losses, claims, actions, judgments for damages, or injury to persons or property and losses and expenses caused or incurred by Contractor, Artist, or City in the course of any activity associated with this Agreement not caused by or arising out of the tortious conduct of City, regardless of the manner by which such claim may be brought. PROFESSIONAL SERvicEs AGREEMENT — UTILITY Box WRAP PAGE 2 of 9 C. Relationship of Parties. Contractor is an independent contractor and is not an employee, agent, joint venturer, or partner of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Contractor and City or between Contractor and any official, agent, or employee of City. D. Entire Agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. E. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation, performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. F. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. G. Successors and assigns. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. H. Advice of attorney. Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its attorneys or the opportunity to seek such advice. I. Compliance with law. Contractor and Artist shall comply with any and all applicable federal, state, and local laws. Exhibits. All exhibits to this Agreement are incorporated by reference and made a part of hereof as if the exhibits were set forth in their entirety herein. K. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on theaL day of t,( ^is5r12015. CONTACTOR: Print Name: i 6 h L 'v etkt c -i{ Parent or Guardian of Megan Elliott CITY OF !" Tammyide )yderd, Mayor AU, IN Sl � IUAN lr: SEAL ARTIST: `y Aza'� Megan qiott City Clerk PROFESSIONAL SERVICES AGREEMENT—TRAFFIC BO3iL.OMMUNITY 4 ROJECT PAGE 3 of 9 /dr TRFOfi EXHIBIT A CALL FOR ARTISTS PROFESSIONAL SERVICES AGREEMENT -UTILITY BOX WRAP PAGE 4 OP 9 Meridian 1 Commission Call for Artists: TRAFFIC BOX ART IMAGE REPOSITORY OVERVIEW: The Meridian Arts Commission (MAC) seeks proposals of two-dimensional artwork to be added to a repository of images portraying artwork available for reproduction on a vinyl wrap to be installed on a traffic box in Meridian. As funding becomes available, MAC and/or a sponsoring partner may select a piece of artwork represented in the repository to reproduce as a vinyl wrap. A $300 stipend shall be available for artists whose work is selected for reproduction as a vinyl wrap to be installed on a traffic box, following execution of, and pursuant to, a written agreement with the City of Meridian and scanning of the original artwork portrayed in the selected image by City or City's selected vendor. ELIGIBILITY: The Traffic Box Art Image Repository is to include original artwork by artists who live or work in Idaho's Treasure Valley, created using any medium, so long as it can be represented in a high-resolution digital image without loss of integrity or quality. No artwork will be included in the repository which does not meet the selection criteria. Artists whose work is selected for reproduction as a vinyl wrap wilt be required to enter into a written agreement with the City setting forth specific terms and conditions of inclusion. Each person may submit up to ten (10) images for consideration; a maximum of two (2) images per person will be selected for inclusion in the repository. PROPOSAL REQUIREMENTS: An artist wishing to submit an image for inclusion in the digital repository must provide the following materials and information to MAC in order to be considered for inclusion in the digital repository: • Completed, signed Traffic Box Art Image Repository Application £t Acknowledgements form; • One-page letter of intent, including biography of the artist, on 8.5x11" sheet of 20 lb., white paper; and • Up to ten (10) digital images, in .jpg format, of original artwork proposed for inclusion in the digital repository, on a CD or jump drive; image file names must include artist's last name and artwork title. Materials submitted will not be returned. E-mailed submissions will not be accepted; materials must be submitted via U.S. Mail or in-person delivery, addressed to: Meridian Arts Commission Attn: Traffic Box Art Digital Repository Proposal 33 East Broadway Avenue Meridian ID 83642 DEADLINE: This call shall be open until 5:00 p.m. on Friday, May 1, 2015. SELECTION PROCESS: The selection of art for inclusion in the digital repository will be made by MAC. MAC will jury submissions at its regularly scheduled meetings, as they are received. MAC will notify selectees by letter sent U.S. Mail. In evaluating eligible proposals, the following factors will be considered: • Quality of work; • Appropriateness of subject and concept for a public space; • Consistency with City policy and community values; and • Contribution to aesthetic and cultural atmosphere of the Meridian community. Artwork will be deemed inappropriate which portrays: content which violates copyright or other known legal ownership interest, profanity, obscenity, indecency, violence, pornography; discrimination on the basis of race, creed, color, age, religion, gender, sexual orientation, or nationality; defamation or personal attacks. CONTACT MAC: Questions regarding this Call for Artists may be sent via e-mail to mac@meridiancity.org. EXHIBIT B APPLICATION MATERIALS PROFESSIONAL SERVICES AGREEMENT -UTILITY BOX WRAP PAGE 6 of 9 Meridiatn?o�mmi ssion Application ft Acknowledgments: TRAFFIC BOX ART DIGITAL REPOSITORY Applicant: E-mail address: Mailing address: Physical address: Applicant phone: Image title(s): 3. 4. I hereby acknowledge the following stipulations and agree that if one of the images listed above is selected for inclusion in the Traffic Box Art Digital Repository, such inclusion shall occur subject to these general terms and conditions, as well as subject to other specific terms and conditions that shall be set forth in a separate, written Acceptance Agreement between myself and the City of Meridian, -1 specifically acknowledge and agree that: MEA/A. All artwork submitted with this proposal for consideration for inclusion in the digital repository is original work that I myself conceived and created in all respects. WeTRr We lt'B. Before work represented in the digital repository may be installed as a vinyl traffic box wrap, MPrI will be required to enter into a written agreement with the City of Meridian establishing the specific terms and conditions of such installation. No entitlement will issue or attach prior to negotiation and execution of such agreement. M C. Before work represented in the repository may be installed as a vinyl traffic box wrap, I will be required to provide the original artwork from which the image was taken. If the original artwork is no longer in my possession, I will advise the Meridian Arts Commission so that the image may be removed from the digital repository as a potential option for installation as a vinyl wrap. D. Upon submission of artwork to the City of Meridian for consideration for inclusion in the digital repository, such submission is a public record, subject to the Idaho Public Records Act. E. Artwork included in the digital repository may be removed from the repository, and/or the T repository may be deleted or discontinued, without notice to the artist. F. The City seeks to encourage artistic expression and public dialogue, but must simultaneously ensure that persons of diverse ages and perspectives feel welcome and comfortable in public spaces. To this end, only artwork meeting the eligibility standards described in the Call for Artists shall be included in the digital repository. I acknowledge and understand, and submit my proposal subject to, each and all of these terms and conditions. Signature: �a�i_C �KGY(�C Date: �s�✓%O(5 Letter Of Intent To Whom it May Concern, My name is Megan Elliott, I'm a 14 year's old 8111 grader, and I love to play soccer, raft, and draw. I've always enjoyed drawing since I was little because it is a lot of fun and it helps me get my mind off things. Unfortunately when I got older never had a lot of time to draw with soccer and school, but recently my school, Galileo STEM Academy, hired an art teacher. I was so excited so I immediately joined the class it's been very fun and I've learned a lot. It's got me back into art and now a draw almost every day. One of our projects was to draw a zentangle. A zentangle is a drawing that is made up of patterns. I had seen this before but never attempted to draw one. When we started I loved it and now it is my favorite thing to draw. I love it because you can go crazy with patterns and there's not really any rules to follow. Thank you for your consideration, 11 oto `i Megan Elliott m ,,\T,t iji .10 - - - - - - - - - - - - CN 'Marc V.