Monelle Smith Artwork Traffic Box Community Art Project ARTWORK LICENSE AGREEMENT: TRAFFIC BOX COMMUNITY ART PROJECT
This ARTWORK LICENSE AGREEMENT: TRAFFIC BOX COMMUNITY ART PROJECT
("Agreement")is made this 14thday of July , 2020 ("Effective Date"),by and between the City of
Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Monelle Smith,
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 Ensemble Cast, 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 1
Meridian City Council Meeting Agenda July 14,2020— Page 131 of 234
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.
IL 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.
ARTWORK LICENSE AGREEMENT:TRAFFIC BOX COMMUNITY ART PROJECT PAGE 2
Meridian City Council Meeting Agenda July 14,2020— Page 132 of 234
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:
Monelle Smith
CITY OF MERIDIAN:
BY: Attest:
Robert Simison, Mayor Chris Johnson, City Clerk
ARTWORK LICENSE AGREEMENT:TRAFFIC BOX COMMUNITY ART PROJECT PAGE 3
Meridian City Council Meeting Agenda July 14,2020— Page 133 of 234
Meridian Commission EXHIBIT A
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 Et 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.ora,: 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.
ARTWORK LICENSE AGREEMENT:TRAFFIC BOX COMMUNITY ART PROJECT PAGE I
Meridian City Council Meeting Agenda July 14,2020— Page 134 of 234
EXHIBIT B
APPLICATION MATERIALS
ARTWORK LICENSE AGREEMENT:TRAFFIC BOX COMMUNITY ART PROJECT PAGE I
Meridian City Council Meeting Agenda July 14,2020— Page 135 of 234
Meridian Commission
Application Et Acknowledgments: TRAFFIC BOX ART DIGITAL REPOSITORY
Applicant: Monelle Smith
E-mail address: LilacSandbox@yahoo.com
Mailing address: 2568 S Velvet Falls Way, Meridian, ID 83642
Physical address: same
Applicant phone: Day: 201 Cell: 714-267-7399
Image title(s): 1. Ensemble Cast
2. River Migration
3. Weeds— Just Weeds
I hereby acknowledge the following stipulations and agree that if one of the images listed above is selected for
inclusion in the Traffic Box Art Digital Repository, such inclusion shall occur subject to these general terms and
conditions, as well as subject to other specific terms and conditions that shall be set forth in a separate,
written Acceptance Agreement between myself and the City of Meridian. I specifically acknowledge and agree
that:
i_/� A. All artwork submitted with this proposal for consideration for inclusion in the digital
INITIAL repository is original work that I myself conceived and created in all respects.
'� B. Before work represented in the digital repository may be installed as a vinyl traffic box wrap,
INITIAL I will be required to enter into a written agreement with the City of Meridian establishing the
specific terms and conditions of such installation. No entitlement will issue or attach prior to
negotiation and execution of such agreement.
C. Before work represented in the repository may be installed as a vinyl traffic box wrap, I will
INITIAL be required to provide the original artwork from which the image was taken. If the original
artwork is no longer in my possession, I will advise the Meridian Arts Commission so that the
image may be removed from the digital repository as a potential option for installation as a vinyl
wrap.
7e,17:) D. Upon submission of artwork to the City of Meridian for consideration for inclusion in the
INITIAL digital repository, such submission is a public record, subject to the Idaho Public Records Act.
7� E. Artwork included in the digital repository may be removed from the repository, and/or the
INITIAL repository may be deleted or discontinued, without notice to the artist.
F. The City seeks to encourage artistic expression and public dialogue, but must simultaneously
INITIAL ensure that persons of diverse ages and perspectives feel welcome and comfortable in public
spaces. To this end, only artwork meeting the eligibility standards described in the Call for
Artists shall be included in the digital repository.
I acknowledge and understand, and submit my proposal subject to, each and all of these terms and conditions.
Signature: Smz� Date: 4/8/19
Meridian City Council Meeting Agenda July 14,2020— Page 136 of 234
Monelle Smith - Application for TRAFFIC BOX ART DIGITAL REPOSITORY
Biography of the artist
Monelle's interests span music, visual arts, and graphic arts. Her favorite media for creation
are guitar and voice, digital art, and fiction. She and her family have lived in Meridian for 11
years.
Her professional time is spent in technical writing, with many and varied non-professional
hobbies during free time, from hydroponic gardens to sourdough breads to language
acquisition.
Meridian City Council Meeting Agenda July 14,2020— Page 137 of 234
Monelle Smith - Application for TRAFFIC BOX ART DIGITAL REPOSITORY
Descriptions of artwork submitted:
Ensemble Cast
This piece speaks to the joyful cacophony of nature in the Treasure Valley during the warm days of late Spring and
Summer. Flowers, insects, and all of nature seem to sing.
River Migration
Idaho's annual salmon migration is as old as time itself. Each fish feels the ancient need to move upstream so the
circle of life can continue.
Weeds - Just Weeds
What if we cherish the plants that bloom where no one has planted them? What if no plant was considered a
"weed" but was instead valued for its place in our Idaho ecosystems?
Meridian City Council Meeting Agenda July 14,2020— Page 138 of 234
EXHIBIT C
ENSEMBLE CAST
t
i
ARTWORK LICENSE AGREEMENT:TRAFFIC BOX COMMUNITY ART PROJECT PAGE 8
Meridian City Council Meeting Agenda July 14,2020— Page 139 of 234