HomeMy WebLinkAboutTraffic Box Community Art Project - Jacob BlauerPROFESSIONAL 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 L&bay of June, 2019 ("Effective Date"), by and between the City
of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Jacob
Blauer, ("Contractor'), an individual person and parent or legal guardian of William Blauer, a minor child
("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 "Jump Out of the Airplane," as depicted in Exhibit A hereto ("Artwork"), which
was displayed at the 2019 West Ada School District Student Art Show, to become an installation as part
of the Project; MAC made this recommendation to Meridian City Council, and the Meridian City Council
accepts MAC's recommendation; and
WHEREAS, Artist and Contractor wish 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. 5COPE,
A. Delivery of Artwork; purpose. Contractor 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
Contractor's or Artist's person, property, or interests. Insurance of 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 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. Neither Artist nor Contractor shall make any claim to the copyright of the Artwork.
Contractor expressly waives any and all right, title, or interest in 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
and all rights, title, and interest to the Artwork, images thereof, or images of any portion thereof,
PROFESSIONAL SERVICES AGRmiENr - UTILrrY BOX WRAP ~ N aU er— PAGE 1 of 4
Meridian City Council Meeting Agenda June 4, 2019 – Page 344 of 467
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. Compliance with law. Contractor 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 Effective
Date first written above.
CONTACTOR:
ARTIST:
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Jacob Blauer William Blauer
Parent or Guardian of William Blauer
CITY OF MERIDIAN:
BY: Attest:
Ta Weerd, Mayor
PROFESSIONAL SERVICES AGREEMENT— UTILITY BOX WRAP
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Meridian City Council Meeting Agenda June 4, 2019 – Page 346 of 467