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HomeMy WebLinkAboutPSA with Zachary Meyer for Meridian Youth Farmers Market LogoPROFESSIONAL SERVICES AGREEMENT FOR ARTWORK FOR MERIDIAN YOUTH FARMERS MARKET LOGO This PROFESSIONAL SERVICES AGREEMENT FOR ARTWORK FOR MERIDIAN YOUTH FARMERS MARKET LOGO ("Agreement") is made this '14%day of November, 2015 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Lori Meyer ("Contractor"), an individual person and parent or legal guardian of Zachary Meyer, a minor child ("Artist"). Collectively, City, Contractor, and Artist shall be referenced herein as "Parties." WHEREAS, the City wishes to incorporate youth art in the effort to publicize and promote the Meridian Youth Farmers Market, and to that end, invited youth to submit entries in the Meridian Youth Farmers Market Logo Contest; WHEREAS, Artist submitted a pencil and crayon drawing for consideration in the contest, as depicted in Exhibit A hereto ("Artwork"); WHEREAS, the City reviewed the entries in the contest and selected Artist's entry to be the logo of the Meridian Youth Farmers Market, and Artist and Contractor wish to allow such use of Artwork, 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 and Artist shall allow City to temporarily take possession of the original Artwork for the purpose of creating a digital image of the Artwork. 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 and Artist grant to City an irrevocable license to digitally and/or photographically reproduce the image of the Artwork for use in any and all promotion of and publicity related to the Meridian Youth Farmers Market, in any form, and to authorize third parties to do the same. Contractor and Artist acknowledge and agree that the process of photographing, digitizing, printing, and/or reproducing the image of Artwork may occasionally require that the image, or portions thereof, be cropped, resized, or otherwise altered in order to transfer the image of the original Artwork onto various media or forms, or for other purpose, in City's sole discretion. C. Copyright. Neither Contractor nor Artist shall make any claim to the copyright of the Artwork. Contractor and Artist expressly waive any and all right, title, or interest in the images or products created using or incorporating Artwork. Contractor and Artist understand that this waiver includes waivers of the exclusive rights of reproduction, adaptation, publication, and display. Contractor and Artist agree 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 and Artist 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 PROFESSIONAL SERVICES AGREEMENT — MERIDIAN YOUTH FARMERS MARKET LOGO PAGE I of 9 expressly waived. D. Limited edition. Contractor and Artist warrant and represent 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. City shall also own the copyright to Artwork and any product or component thereof. All decisions regarding use of the Artwork, if any, will be in the City's sole discretion. Contractor specifically waives the right to claim any remedy concerning the alteration of any image of Artwork or portion thereof. Though City intends to use Artwork for promotion of the Meridian Youth Farmers Market, City shall not be obligated by this Agreement to use the Artwork for this or any purpose. F. No payment. Artist renders his services pursuant to this Agreement in consideration for the prestige and publicity garnered by the use of Artwork to promote the Meridian Youth Farmers Market. City shall not make any payment to Contractor or Artist for services rendered pursuant to this Agreement. G. Photographs. Contractor and Artist consents to City's or City's contractor's publication and/or use of any photographs or recordings of Artist, Artwork, or products created using Artwork, for promotional purposes. II. TERMS AND CONDITIONS A. Acknowledgment. Contractor and Artist acknowledge that activity undertaken in conjunction with this Agreement presents risks, some of which are unknown, and agree to assume all such risks. B. Indemnification; waiver. Contractor and Artist 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. C. Relationship of Parties. Contractor and Artist are independent contractors and not employees, agents, joint venturers, or partners of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Contractor or Artist and City or between Contractor or Artist 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. PROFESSIONAL SERVICES AGREEMENT— UTILITY BOX WRAP PAGE 2 of 9 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. J. 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 the —( day of November, 2015. CONTACTOR: 1/ori Meyer Parent or Guardian of Zachary Meyer CITY OF MERIDIAN: BY: l ty of Attes .� Tammy de eerd, Mayor----,-(, � EI TDTAN7 -- a ,DA„o ��. SEAL rE��i rhe TRI ARTIST: Zachary Meyer City Clerk PROFESSIONAL SERVICES AGREEMENT— MERIDIAN YOUTH FARMERS MARKET LOGO PAGE 3 of 9 EXHIBIT A ARTWORK PROFESSIONAL SERVICES AGREEMENT- UTILITY BOX WRAP PAGE 4 Of 9 ll�- OZI""