HomeMy WebLinkAboutArtwork License Agreement - Traffic Box Community Art - Katy BranhamARTWORK- LICENSE AGREEMENT: TRAFFIC BOX COMMUNITY ART PROJECT
This ARTWORK LICENSE AGREEMENT: TRAFFIC BOX COMMUNITY ART PROJECT
("Agreement") is made thisday of ,2019 (`Effective Date"), by and between the City of
Meridian, a municipal corporation organized tinder the laws of the State of Idaho ("City"), and Katy Branham,
an individual person and parent or legal guardian of Nicole Branham, 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 May 18, 2019, 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 Unicorn Ice Cream, depicted in Exhibit C
hereto ("Artwork") submitted by Artist, and on June 11, 2019, Meridian City Council accepted such
recommendation, creating the Traffic Box Art Image Repository via Resolution no. 19-2146;
WHEREAS, Contractor and Artist 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, and 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 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 or Artist'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, Artist, and City agree that the Vinyl Wrap shall constitute a derivative work of the
Artwork with a separate copyright. Contractor and Artist shall maintain any copyright in the original
ARTWORK LICENSE AGREEMENT: TRAFFIC BOX COMMUNITY ART PROJECT
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creating or establishing the relationship of employer and employee between Artist and City or between
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.
CONTACTOR:
Katy gAnham.
Parent or Guardian of Nicole Branham
CITY OF MERIDIAN:
BY: Attest:
Tammy de Weerd, Mayor
ARTIST:
1*
NI('0IQ Q 0 -
Nicole Branham
ARTWORK LICENSE AGREEMENT: TRAFFIC Box COMMUNITY ART PROJECT
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