HomeMy WebLinkAboutPSA with Ashanti Kay Sloan for Traffic Box Community Art ProjectPROFESSIONAL SERVICES .AGREEMENT FOR ARTWORK
FOR TRAVFIC 130X COMMUNITY ART PRO.IECT
This PROFESSIONAL SERVICES N,REEWNT.FOR ARTWORK FOR TRArFIC EOE; ART
PROM -CT ("Agreement") is made this �.y obune, 2016 ("Effective Date"), by and between the City
IT
eridian,amm nicipal col'Poratioin, organized tinder the laws of theState of Idaho ("City'°), and
�sr, of � �T o� o�xor"Contractor"), an individual person and parent or legal guardian
ofTeagan Sloan, a mirror child ("Artist").
WMREAS, the City desires drat public art will be a component of out conuuunity and to that
end, has undeitakenl the Traffic Box Colninunity Art Project (`°Project"), within which artwork created by
community nlerinbers will be, transformed into vinyl wraps and used to cover traffic control boxes at
various locations througllout Meridiani, with Permission from the property owner Ada County I-iighway
District, as a benefit to file public;
WHEREAS, represetatatives of the Meridian Arts Commission ("MAC") selected a piece of art
created by Artist entitled Birds on .Blooms, depicted in Exhibit A hereto, which, was displayed at the 2016
West Ada School District Student .Art Show, to win the "COM"Unity Art Award," MAC recommended to
Meridian City Council that such artwork (",Arhvork") become an installation as part of the Project, and on
May 24, 2016, the Meridian City Council accepted MAC's recommendation; a -ad
WHEREAS, artist and Contractor wish to participate in the Project by allowing the Artwork to
becolue a vinyl wrap installation on a traffic control box, subject tO the t'ollownag terms and conditions;
NOW, THE'RElF'ORE, 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 Ar•tworlk; P111rpose. Contractor shall allow City to temporarily take possession of
Artwork for the purPOse of creating a digital image of the Artwork, pdnnting such image on a vinyl
wrap, and installing the vinyl wrap on one or wore traffic control boxes in Meridian, Idaho. City
shall not provide insurance to cover loss, theft, or damage of original Artwork and/or of
Contr'actor's or Artist's person,, property, or interests. Insurance of, zJjwork shall be in
Contractor's sole discretions and responsibility. Contractor shall bear any and all risks of acrd
actual loss, theft, and/or damage to the original Artwork,
R. 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'photogralaI g, digitizing, printing, d/or
reproducing the image of Artwork on vinyl wrap or wraps Ixlin require that the image, d
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 ptupose, in City's sole discretion.
C.
Copyright. Neither Artist nor Contractor shall make ally claim to the copyright of the Artwork.
Contractor expressly wares any and all right, title, or interest ill 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
YROMSSIONAL SER-WES ArmtEMENT—UTILITYBox Wnm
PAGE 1 o:f' 4
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.
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 fifty dollars ($50.00). 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.
II. 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 or Artist 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 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
PROFESSIONAL SERVICES AGREEMENT — TRAFFIC BOX WRAP PAGE 2 of 4
creating or establishing the relationship of employer and employee between Contractor and City or
any official, agent, or eimployee of City.
D. Entire Agreement. This Agreement constitutes the entire understanding between the Parties.
This Agreement supersedes any and all statements, promises, or itducememts made by either
party, or agents of either party, whether oral or written. The terms cif this Agreement may not be
enlarged, modified or altered except upon written agreement signed by both parties Hereto.
F. Agreemeot governed by Idaho law. The laws of the State of Idaho shall govern the validity,
interpretation, perforniance and enforcement of this Agreement. Venue shall be in the courts of
.Ada Comty, Idaho.
F. Sever abilit-y. If any provision of this Agreement is fowid by a court of comrpetent 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 adininistrators.
13. Advice of attolvey, 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 ally and all applicable federal,
state, and local laws_
T. City Council approval required. `1`lie 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 ltx
the absence of Meridian City Council approval. s),
a1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on thea -6, --day of
rune, 2016.
CONTACTOR:
aUk�(j-4� E�
Print Nanie; Ah--4 y -
,Parent or Gwvdian of Teagan Slow.
CITY OF MERJj)JAN:
i
Tamwy�eerd, Mayor
A)[t,'T'IS'T':
`l'eagan Slo
�Qoik TEDgUCGs
G0 r
SEAL
rREns�
PROFESSIONAL, SERVZGts AGMMENT- UTILITY BOX WktAP
-jone5
,PAGE 3 of
EXHIBIT A
TEA GAN A OA N
PROFESSIONAL SERVICES AGREEMENT- TRAFFIC BOX WRAP PAGE 4 of 4