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Home My WebLink AboutPSA with Moira Hughes for Traffic Box Art ProjectPROFESSIONAL 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 -T day of 14 i y 2016 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Moira Hugues, an individual person ("Artist"). WHEREAS, the City desires that public art will be a component of our community and to that end, has undertaken the Traffic Box Community Art Project ("Project"), within which artwork created by community members will be transformed into vinyl wraps and used to cover traffic control boxes at various locations throughout Meridian, with permission from the property owner Ada County Highway District, as a benefit to the public; WHEREAS, representatives of the Meridian Arts Commission ("MAC") selected a piece of art created by Artist entitled Crossing, depicted in Exhibit hereto, which was displayed at the 2016 West Ada School District Student Art Show, to win the "Community Art Award," MAC recommended to Meridian City Council that such artwork ("Artwork") become an installation as part of the Project, and on May 24, 2016, the Meridian City Council accepted MAC's recommendation; and WHEREAS, Artist wishes to participate in the Project by allowing the Artwork to become 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 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 or Artist's person, property, or interests. Insurance of 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 other purpose, in City's sole discretion. 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, PROFESSIONAL SERVICES AGREEMENT — UTILITY BOX WRAP PAGE 1 of 4 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 published, produced, reproduced, or copied; that Artist is the sole creator of the Artwork; and that Artist, 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. 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 fifty dollars ($50.00). 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 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. 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 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 PROFESSIONAL SERVICES AGREEMENT — TRAFFIC BOX WRAP PAGE 2 of 4 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. Artist and Artist shall comply with any and all applicable federal, state, and local laws. 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. ARTIST: Moira Hugues CITY OF MERIDIAN: BY: Tammy de 9`11 Mayor Jacy JEU.At, C41 t� City Of 70AM0, ^ . FyrF9 SEAL 7REXV3 - PROFESSIONAL SERVICES AGREEMENT -UTILITY Box WRAP PAGE 3 of 4 #A 0 AaL