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HomeMy WebLinkAboutUtility Box Art - Sam Trout CITY OF AUBURN UTILITY BOX ART -- LICENSING AGREEMENT This Agreement is made and entered into this 1st_day of June , 2019, by and between the City of Auburn, Washington, a municipal corporation of the State of Washington ("City") and_Sam Trout ("Artist"), whose phone number and address is, 418 22" Ave., Seattle, WA 98122 and phone 206-366-5686 RECITALS: • The City is seeking to enhance Auburn's public spaces by adding works of art to utilitarian surfaces that are often targeted by vandalism, such as utility boxes. • The Artist submitted a work of art to be considered for installation on one or more select utility boxes within the city. • The City has selected and decided to purchase the Artist's work of art described below for use in this project; AGREEMENT: In consideration of the mutual promises contained in this Agreement, the parties agree as follows: L LICENSE OF ARTWORK. The Artist grants the City a non-exclusive, non-transferable, non-assignable, irrevocable, perpetual license for the purpose of installing a vinyl wrap of the image described below ("Art") on publically owned utilitarian surface throughout the city which are often targeted by vandalism. The license shall provide to the City the right to reproduce, install, display, modify, relocate, create derivative works, and maintain the Art, and images of the Art, for noncommercial, educational, informational and other governmental purposes, including for publicity purposes. The right to modify the image shall allow the City to fit the Art upon the selected surface, and includes the right to crop and/or electronically alter the shape and proportions of the Art. The City may also superimpose the City logo on the Art, or may co- locate the City logo with the Art on an item. The City shall acknowledge the Artist on each reproduction where possible. Title(s): Firebird and Flowers Year Completed: 2018 Dimensions: Medium: Spraypaint on Canvas Description of Work: Use of Art: Utility Box Wrap Examples of which are shown as Exhibit A. Utility Wrap License Agreement Rev. 4.06.19 Page 1 of 4 2. ACKNOWLEDGEMENTS The Artist acknowledges and warrants that she/he, • resides within King or Pierce Counties. • Is neither a member of the Auburn Arts Commission nor an employee of The City of Auburn • Is the original creator of the Art and owns all applicable copyrights to the artwork. 3. PRICE AND PAYMENT SCHEDULE. A. As full payment for the license to install and present the Art on public surfaces, and all rights described in this Agreement, City will pay the Artist a total of five hundred dollars ($500.00), which will constitute full compensation for the license. B. City will make the payment required in paragraph A within thirty(30) days after Artist transfers an electronic file, scan, or photographs and submits a billing or invoice to the City. 4. ALTERATION, MODIFICATION, AND DEACCESSIONING OF THE ART. A. City reserves the right to, and the Artist waives any right to prevent City from destroying or deaccessioning the its licensed reproduction of the Art if, after taking reasonable steps to notify the Artist who originally created or authored the Art, City determines that one or more of the following conditions apply: (1)the condition or security of the Art cannot be reasonably guaranteed; (2)the Art requires excessive maintenance or has faults of design or workmanship beyond practical repair or remedy; (3)the Art has been damaged and repair is impractical or unfeasible; (4)the Art endangers public safety; (5)no suitable site is available, or significant changes in the use, character or design of the site have occurred which affect the integrity of the Art; (6) significant adverse reaction has continued unabated for more than three years; (7)the Art is shown to be of an inferior quality or unauthentic; (8) City wishes to replace the Art with another work by the Artist who originally created or authored the Art; or Utility Wrap License Agreement Rev. 4.06.19 Page 2 of 4 (9)the Artist who originally created or authored the Art requests modification or deaccession of the Art. B. If City decides to destroy its reproduction of the Art in accordance with this section, City will take reasonable steps to offer the Artist who originally created or authored the Art an opportunity to recover the Art at the Artist's expense in accordance with applicable law. 5. TRANSFER OF ART . A. Within 14 days of the execution date of this contract, the Artist shall provide the Art of art in a high quality digital file, scan, or photograph that complies with the exact specifications provided in the request for submission and final selection from the City of Auburn art staff. The format must be suitable for the City to enlarge, reproduce as vinyl wraps, and apply to utility boxes. 6. VISUAL ARTISTS RIGHTS ACT WAIVER The Artist acknowledges that the Art described in section 1 of this agreement is a work of visual art that is subject to the provisions of the Visual Artists Rights Act of 1990. This act protects certain rights of creators of artwork, including distortion and modification. Artist further acknowledges that use of the Art as a utility box cover will subject it to weather and may by its nature necessitate the destruction, distortion, and modification of the Art in response to the City's use, repair, and removal of the utility box. ARTIST DOES WAIVE ALL RIGHTS CONFERRED BY THE VISUAL ARTISTS RIGHTS ACT WITH RESPECT TO USE OF THE WORK AS A UTILITY BOX WRAP and acknowledges that the City may have cause to remove or modify the Art when it determines, at its sole discretion,that doing so is in the best interest of the City. 7. INDEMNIFICATION The Artist warrants that the Art is solely the result of the artistic effort of the Artist, is original and does not infringe upon any copyright. The Artist agrees to indemnify, defend, and hold the City, its officials, employees and representatives harmless from and against any and all claims, liability, damages, causes of action, or demands arising out of or resulting from the Artists' negligent performance of this agreement, including copyright infringement of the Art. 8. INDEPENDENT CONTRACTOR. The parties agree and understand that the Artist is an independent contractor and not the agent or employee of the City. It is agreed that the Artist will not acquire rights to employee benefits, including unemployment compensation benefits, or other rights offered to City employees. The parties agree that the Artist will not act as the agent of the City. 9. DISPUTE RESOLUTION. If any dispute or controversy arises between the Artist and City, the parties may exercise those legal remedies in King County, Washington. 10. CANCELLATION. If the Artist fails to fulfill its obligations under this Contract in a proper and timely manner, or otherwise violates the terms of the agreement,the City has the right to cancel the contract if the Utility Wrap License Agreement Rev. 4.06.19 Page 3 of 4 Artist has not cured the default after receiving seven(7) days written notice of the violation. 11. ENTIRE AGREEMENT, AMENDMENTS. This Agreement represents the entire agreement of the parties. Any amendments to this Agreement will be in writing, and will be executed by the same parties who executed the original Agreement, or their successors in office. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed intending to be bound thereby. APPROVED: ARTIST/VENDOR: By: Sam Trout Date June 1 , 2019 CITY OF AUBURN Dart' ber, Parks, Recreation & Arts Department Director Date 1 1 161)--, , 2019 Utility Wrap License Agreement Rev. 4.06.19 Page 4 of 4