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HomeMy WebLinkAboutArtwork License Agreement - Traffic Box Community Art Project Anita LawsonARTWORK LICENSE AGREEMENT: TRAFFIC BOX COMMUNITY ART PROJECT This ARTWORK LICENSE AGREEMENT: TRAFFIC BOX COMMUNITY ART PROJECT ("Agreement") is made this i day of J , 2019 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Anita Lawson, an individual person ("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 Birds of a Feather, 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, Artist wishes 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. Artist 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. 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 as a derivative work of the Artwork, or for any other purpose, in City's sole discretion. B. Delivery of Artwork; purpose. Artist 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 Artist's person, property, or interests. Insurance of original 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. C. Copyright. Artist and City agree that the Vinyl Wrap shall constitute a derivative work of the Artwork with a separate copyright. Artist shall maintain any copyright in the original Artwork. City shall maintain ARTWORK LICENSE AGREEMENT: TRAFFIC Box COMMUNITY ART PROJECT PAGE I Meridian City Council Meeting Agenda November 6, 2019 – Page 482 of 610 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. ARTIST: ita Ldwson CITY OF MERIDIAN: BY: 1�9Attest: Tammy de e d, Mayor ARTWORK LICENSE AGREEMENT: TRAFFIC BOX COMMUNITY ART PROJECT PAGE 3 Meridian City Council Meeting Agenda November 6, 2019 – Page 484 of 610 Meridian City Council Meeting Agenda November 6, 2019 – Page 485 of 610 Meridian City Council Meeting Agenda November 6, 2019 – Page 486 of 610