HomeMy WebLinkAboutPSA with Suzanne Lee Chetwood for Traffic Box Community Art ProjectPROFESSIONAL SERVICES AGREEMENT FOR ARTWORK
FOR TRAFFIC BOX COMMUNITY ART PROJECT
This PROFESSIONAL SERVICE f��EEMENT FOR ARTWORK FOR TRAFFIC BOX ART
PROJECT ("Agreement") is made this qday of June, 2016 ("Effective Date"), by and between the City of
Meridian, a municipal corporation orga rzed under the laws of the State of Idaho ("City"), and Suzanne Lee
Chetwood, an individual person ("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 two pieces of art, entitled Traces of Wheat,
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 on May 24, 2016; and
WHEREAS, Artist wishes 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. Artist 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 Artist's person, property, or
interests. Insurance of original Artwork shall be in Artist's sole discretion and responsibility. Artist shall
bear any and all risks of and actual loss, theft, and/or damage to the original Artwork.
B. License; alterations. Artist 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
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 any other
purpose, in City's sole discretion.
PROFESSIONAL SERVICES AGREEMENT — TRAFFIC BOX COMMUNITY ART PROJECT PAGE 1 of 9
C. Copyright. Artist shall not make any claim to the copyright of the Artwork. Artist expressly waives any
and all right, title, or interest in the images or products created using Artwork. Artist understands that this
waiver includes waivers of the exclusive rights of reproduction, adaptation, publication, and display.
Artist 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. 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 expressly waived.
D. Limited edition. Artist 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 Artist 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. Artist 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 Artist 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
Artist for any and all services, costs, and expenses related to services performed under this Agreement.
Artist shall be responsible for payment of any and all taxes due and owing for payment received under this
Agreement.
G. Photographs. Artist 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. Artist 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. 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 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. Artist 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 Artist and City or between Artist and any official,
agent, or employee of City.
PROFESSIONAL SERVICES AGREEMENT -TRAFFIC BOX WRAP PAGE 2 Of 9
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. 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.
J. 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 June,
2016.
CITY OF MERIDIAN:
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Tammy erd, Mayor
PROFESSIONAL SERVICES AGREEMENT - TRAFFIC Box COMMUNITY ART PROJECT
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PAGE 3 of 9
EXHIBIT A
CALL FOR ARTISTS
PROFESSIONAL SERVICES AGREEMENT -TRAFFIC BOX WRAP PAGE 4 Of 9
Meridian Commission
Cal( 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 will 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 It 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—TRAFFIC 13OX WRAP PAGE 6 of 9
Applicant:
E-mail address:
Mailing address:
Physical address:
Applicant phone:
Image title(s):
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Meridian Commission
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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 shalt 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. i specifically acknowledge and agree that:
CT 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.
29E B.
Before work represented in the digital repository may be installed as a vinyl traffic box wrap,
! 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 attachprior to
negotiation and execution of such agreement.
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 wit( 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
E.
Ike
digital repository, such submission is a public record, subject to the Idaho Public Records Act.
Artwork included in the digital repository may be removed from the repository, and/or the
F.
repository may be deleted or discontinued, without notice to the artist.
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 inipublic
spaces. To this end, only artwork meeting the eligibility standards described in the Call for Artists
shalt be included in the digital repository.
I acknowledge and understa nd submit my proposal subject to, each and all of these terms and conditions.
Signature. Date: �� Z Gl''
Art is my first language. I remember observing the colors in a sunset
before learning how to read. This led me to become a ceramic artist and
painter with a penchant for fresh air and intrigue in the mystery of
nature.
Art can come from an ephemeral experience. A fleeting moment can
inspire a passionate fluidity in line and color. It can also be gained
through knowing about your environment and the history that occurred
over time in ones places of inspiration while looking to our future.
As an artist that wants to preserve the western landscape, I recall the
forms of earth I visit, reviving them with clay and paint. At times I will
mix actual basalt from local cliffs into my ceramics and reform the earth
in my kiln. I am led to define any vibrant composition by the draining of
snowmelt in the foothills and the way it carves the land while
journeying to the river. Dark recesses occurring naturally in rock and!.
earth are my shades, while the colors at the close of each day, which are
most saturated, define my palette.
In paint I am using layering and a technique called impasto to create a
surface that informs the viewer of the paintings intention. In my ceramic
work gel -like sheets of resin fill the interior. Like painted and
overlapped panes of glass, these resin layers are patiently created one'
on top of the other in amorphic vessels to create a 3 dimensional
painting related to my 21) work. Each layer is a unique abstract piece on
its own, that when viewed all together creates and image.
This exploration of surface and layer is repeated in all of my work. At
times the work is very realistic and; graphic in nature, and others it
becomes very tactile and uses the medium to fully explore a texture.
SIRANNE LEE CHITWO OO—fine artist II 4371 l=ast Amity H Boise, Idaho 83716
EXHIBIT C
TRA CES OF WHEAT
PROFESSIONAL SERVICES AGREEMENT—TRAFFIC BOX COMMUNITY ART PROJECT PAGE 9 of 9