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HomeMy WebLinkAboutArtwork License Agreement - Jamie McGeheeARTWORK LICENSE AGREEMENT: TRAFFIC BOX COMMUNITY ART PROJECT This ARTWORK LICENSE AGREEMENT: TRAFFIC BOX COMMUNITY ART PROJECT ("Agreement") is made this V!day of August, 2018 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Jamie McGehee ("Contractor"), an individual person and parent of Callie McGehee, 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 production of vinyl wraps to be installed on traffic signal boxes in Meridian as derivative works, 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 June 1, 2017, 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 piece of art entitled Northern Nights, depicted in Exhibit C hereto ("Artwork") submitted by Artist, and on June 20, 2017, Meridian City Council accepted such recommendation, creating the Traffic Box Art Image Repository via Resolution no. 17-2017; WHEREAS, Artist and Contractor wish to participate in the Project by allowing the Artwork to be scanned and formatted in order to depict a derivative work of 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. License; alterations. Contractor grants to City an irrevocable license to digitally and/or photographically produce a derivative work from the image of the original Artwork, print such image or portion(s) thereof on one or more vinyl wraps ("Vinyl Wrap"), install the Vinyl Wrap as a derivative work on one or more traffic control boxes in Meridian, Idaho, and authorize third parties to do the same. Contractor 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 as a derivative work of the Artwork, or for any other purpose, in City's sole discretion. B. Delivery of Artwork; purpose. Contractor shall deliver to City, and allow City to temporarily take possession of, the original Artwork for the purpose of creating a digital image of the Artwork, printing such image or portions thereof on the Vinyl Wrap, and installing the Vinyl Wrap as a derivative work 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 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. C. Copyright. Contractor and City agree that the Vinyl Wrap shall constitute a derivative work of the Artwork with a separate copyright. Contractor shall maintain any copyright in the original Artwork. City ARTWORK LICENSE AGREEMENT: TRAFFIC BOX COMMUNITY ART PROJECT PAGE I ARTWORK LICENSE AGREEMENT: TRAFFIC BOX COMMUNITY ART PROJECT PAGE 2 shall maintain the copyright of the derivative work and any product or component thereof, including the Vinyl Wrap created therefrom, which shall belong wholly to the City, and Contractor shall not make any claim thereto. As to the derivative work: 1. Contractor and Artist expressly waive any and all right, title, or interest in the images or products created using the derivative work. Contractor understands that this waiver includes waivers of the exclusive rights of reproduction, adaptation, publication, and display. 2. Contractor and Artist agree to relinquish and waive any and all rights, title, and interest to the derivative work, images thereof, or images of any portion thereof, including, but not limited to, the rights afforded Contractors 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. Artist is creator of Artwork. Contractor warrants and represents that Artist is the sole creator of the Artwork; and that Contractor, on behalf of 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 derivative work arising from a portion or product thereof, including the Vinyl Wrap created therefrom. The installation location(s) of the Vinyl Wrap created as derivative works 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 sole discretion. Contractor specifically waives the right to claim any remedy concerning the alteration of any image of Artwork or portion thereof for preparation of the derivative work, including the Vinyl Wrap created therefrom. City shall not be obligated by this Agreement to install any Vinyl Wrap 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 and/or to Contractor for any and all services, costs, and expenses related to services performed under this Agreement. Contractor 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, derivative works created using Artwork, and/or the Vinyl Wrap 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 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 Meridian City Council Meeting Agenda August 21, 2018 – Page 226 of 902 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. 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 Effective Date first written above. CONTRACTOR: ARTIST: J ie McGehee r CITY jl�o.z T(Mew� Callie McGehee BY: v Attest: Tammy e erd, Mayor r'li� �r Coles, E IDIAN�.. _ � IDAHO x� SEAL ARTWORK LICENSE AGREEMENT: TRAFFIC Box COMMUNITY ART PROJECT PAGE ARTWORK LICENSE AGREEMENT: TRAFFIC BOX COMMUNITY ART PROJECT PAGE 4 EXHIBIT A CALL FOR ARTISTS Meridian City Council Meeting Agenda August 21, 2018 – Page 228 of 902 ARTWORK LICENSE AGREEMENT: TRAFFIC BOX COMMUNITY ART PROJECT PAGE 5 Meridian City Council Meeting Agenda August 21, 2018 – Page 229 of 902 ARTWORK LICENSE AGREEMENT: TRAFFIC BOX COMMUNITY ART PROJECT PAGE 6 EXHIBIT B APPLICATION MATERIALS Meridian City Council Meeting Agenda August 21, 2018 – Page 230 of 902 ARTWORK LICENSE AGREEMENT: TRAFFIC BOX COMMUNITY ART PROJECT PAGE 9 EXHIBIT C NORTHERN NIGHTS Meridian City Council Meeting Agenda August 21, 2018 – Page 231 of 902