HomeMy WebLinkAboutArtwork License Agreement - Traffic Box Community Art - Hayley BardinerARTWORK LICENSE AGREEMENT: TRAFFIC BOX COMMUNITY ART PROJECT
This ARTWORK LICENSE AGREEMENT: TRAFFIC BOX COMMUNITY ART PROJECT
("Agreement") is made this" day of JAS , 2019 ("Effective Date"), by and between the City of
Meridian, a municipal corporation organize nder the laws of the State of Idaho ("City"), and Hayley
Gardiner ("Contractor"), an individual person and parent or legal guardian of Ava Gardiner, 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 Hopeful Bunny, 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 LICENSE AGREEMENT: TRAFFIC Box COMMUNITY ART PROJECT
ARTWORK LICENSE AGREEMENT : TRAFFIC BOX COMMUNITY ART PROJECT
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 Artist shall not make any claim thereto. As
to the derivative work:
1. Artist expressly waives any and all right, title, or interest in the images or products created using the
derivative work. Artist understands that this waiver includes waivers of the exclusive rights of
reproduction, adaptation, publication, and display.
2. Artist agrees 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
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. Artist is creator of Artwork. Artist warrants and represents 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 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. Artist 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 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, derivative works created using Artwork, and/or the Vinyl Wrap 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.
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C. Relationship of Parties. Contractor and Artist are independent contractors and neither is 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.
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 parry 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.
CONT
ardian of Ava Gardiner
CITY OF MERIDIAN:
BY: Attest:
Ta►nmy de Weerd, Mayor
ARTIST:
Ava Gardiner
ARTWORK LICENSE AGREEMENT: TRAFFIc Box COMMUNrrY ART PROJECT
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ARTWORK LICENSE AGREEMENT: TRAFFIC BOX COMMUNITY ART PROJECT
Call 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. Artwork included in the repository may not be selected for a traffic box
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:
This project is open to applicants regardless of race, gender, gender identity, sexual orientation, religion,
nationality, or disability. 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 three (3) images for consideration; a maximum of two (2) images per
person may be selected for inclusion in the repository. Incomplete or late submissions will be deemed
ineligible and will not be considered.
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 & Acknowledgements form;
Descriptions of artwork submitted (which may be used on the online Digital Public Art Map and/or in posted
descriptions of completed boxes), approx. 2-3 sentences per artwork, in .pdf format;
Biography of the artist (or artist statement), must fit on one-page, in .pdf format; and
Up to three (3) digital images of original artwork proposed for inclusion in the digital repository, image file
names must include artist’s last name and artwork title.
E-mailed submissions may be sent to mac@meridiancity.org: documents must be .PDF and artwork images must
be .JPG format. Hard copy materials (printed on 20 lb paper) may be submitted via U.S. Mail or in-person
delivery, addressed to: Meridian Arts Commission
33 East Broadway Avenue
Meridian ID 83642
DEADLINE:
This call shall be open until 5:00 p.m. on Friday, April 12, 2019.
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 either by email or 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 A
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ARTWORK LICENSE AGREEMENT: TRAFFIC BOX COMMUNITY ART PROJECT
EXHIBIT B
APPLICATION MATERIALS
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ARTWORK LICENSE AGREEMENT: TRAFFIC BOX COMMUNITY ART PROJECT
EXHIBIT C
HOPEFUL BUNNY
Meridian City Council Meeting Agenda July 9, 2019 – Page 463 of 542
Ava Gardiner,is a seventh grader in Meridian,Idaho who loves to
draw and create art in her spare time.She started drawing as a child
and has continued throughout the years taking summer art classes and
participating in art as her elective during middle school.
Ava spends her time hiking,practicing piano,playing with friends
and family,and drawing.Ava tends to draw mostly in the semi-realistic
style and uses animals and nature scenes as her subject matter.This
may be because she has five pets at home including three chickens,one
bunny,and one snake called Marv”which she named after Voldemort
from the Harry Potter series.She is thrilled to be getting a new puppy
this summer that will likely continue to inspire her art.
Last fall she was able to visit New York City and loved the
opportunity to view and admire original art from Picasso,Monet,
Jackson Pollock,and Van Gogh at the Metropolitan Museum of Art.Ava
studies Bob Ross and is inspired by his artwork and technique while
learning that,We don't make mistakes,just happy little accidents.”
While creating art,Ava tries to plan it out and practices until she
has achieved her vision.Ava would like to continue in art electives
throughout high school,college,and eventually have a career that
integrates art into her life.
Meridian City Council Meeting Agenda July 9, 2019 – Page 462 of 542