HomeMy WebLinkAboutArtist Acceptance Agreements for Display of Artwork Initial Point Gallery Display of Artwork - Cara Hinkson, Josh Udesen, Connie Wood, Jerry Hendershot, Monte Stiles, Melissa Reche', Kevin FLynn, Julie Clemmons ACCEPTANCE AGREEMENT:
DISPLAY OF ARTWORK IN INITIAL POINT GALLERY,MERIDIAN CITY HALL
This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT
GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 5th day of April
20 22 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized
under the laws of the State of Idaho ("City"), and Cara Hinkson("Organizer"), on behalf of the
West Ada School District ("District"). (City and Organizer may hereinafter be collectively referred
to as "Parties.")
WHEREAS,the City desires that public art will be a component of Meridian City Hall and
to that end, the Meridian Arts Commission has invited District to display artwork in Initial Point
Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E.
Broadway Ave., Meridian, Idaho ("Initial Point Gallery");
WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of public
business, that Initial Point Gallery is a public place, and that while the City seeks to encourage
artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall
is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and
comfortable;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged and agreed, and in consideration of the mutual promises and
covenants herein contained, the Parties agree as follows:
I. SCOPE OF SERVICES.
Organizer shall deliver artwork to Initial Point Gallery, on May 6, 2022, at such time as is
specified by the Gallery Curator. Organizer shall be responsible for installing such artwork on
May 6, 2022 at the direction of the Gallery Curator; shall allow the display of such work in
Initial Point Gallery from May 6, 2022 through June 2, 2022, in accordance with the terms of
this Agreement; and shall be responsible for removal of such artwork on June 2, 2022, at such
time as is specified by the Gallery Curator. Organizer acknowledges and agrees that time is
strictly of the essence with respect to this Agreement, and that the failure to timely perform any
of the obligations hereunder shall constitute a default of this Agreement.
II. INSTALLATION.
A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution
of the display in Initial Point Gallery or any portion or component thereof, Organization shall
coordinate any and all such activity with the Gallery Curator. Organization shall be responsible
for contacting the Gallery Curator at least thirty(30) days prior prior to the date of delivery of
artwork to Initial Point Gallery to confirm details regarding the installation, removal,publicity, and
promotion of the exhibit. Organization's failure to affirmatively contact the Gallery Curator as
required by this paragraph shall constitute a default of this Agreement.
B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may
inspect and/or review the artwork proposed by Organization for display in Initial Point Gallery
ACCEPTANCE AGREEMENT-INITIAL POINT GALLERY DISPLAY PAGE I
to ensure compliance with all criteria set forth in the most recent Call to Organizations issued
for Initial Point Gallery, as well as to ensure that such artwork may be safely and appropriately
displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display
or any portion or component thereof does not meet the criteria set forth in these enumerated
documents, does not reflect artwork as described to the Commission or the Gallery Curator, or
cannot be safely and/or appropriately displayed in Initial Point Gallery,the Gallery Curator or
the City may require the immediate removal of such artwork from Initial Point Gallery. Further,
the Gallery Curator or the City may require the immediate removal of such artwork from Initial
Point Gallery where such removal serves the best interest of the City.
III.DISPLAY.
A. Original artwork. Organizer warrants that any and all artwork provided by Organizer for
display in Initial Point Gallery shall be, and is, original work conceived and created by students
of District, as written and signed by students.
B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery,
as City may desire for purposes of advertising, marketing, and public information,permission
for photography is signed by parents/guardians and those permission forms will be provide to
the City prior to display of the art.
C. Use of District's name. District hereby conveys to City permission to use District's name
and/or logo for purposes of advertising, marketing, and public information,without violation of
District's rights of privacy or any other rights District may possess under this Agreement.
D. Use of City's name. City hereby conveys to District permission to use City's name for
purposes of advertising, marketing, and public information,provided that neither Organizer nor
its members shall use City's logo for any purpose without the express,written permission of the
Mayor's Chief of Staff.
E. Removal of artwork by City. City shall have the right to remove artwork from public display
at any time and for any reason. Such removal may be temporary or permanent in nature. Where
such artwork is or is intended to be removed from public display for longer than forty-eight(48)
hours, City shall notify Organizer in the manner set forth herein. While it is intended that
District's artwork will be displayed in Initial Point Gallery for the period set forth herein, this
period may be shortened by City for any reason without notice.
F. Removal of artwork by District. Organizer shall coordinate with the Gallery Curator the
removal,replacement, and/or substitution of any and all artwork prior to such activity,whether
such activity is necessary due to the sale of a piece or for any other reason.
IV.INDEMNIFICATION,WAIVER,AND INSURANCE.
A. Indemnification. On or about January 27, 2015, City and District entered into a"Hold
Harmless and Indemnity Agreement"; such agreement is incorporated herein by reference as
though set forth fully herein.
ACCEPTANCE AGREEMENT-INITIAL POINT GALLERY DISPLAY PAGE 2
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B. Waiver. Organizer and District shall, and hereby do, waive any and all claims and recourse
against City, including the right of contribution for loss and damage to persons or property
arising from, growing out of, or in any way connected with or incident to Organizer's or
District's performance of this Agreement, whether such loss or damage may be attributable to
known or unknown conditions, except for liability arising out of the tortious conduct of City or
its officers, agents or employees. Parents/guardians also waive any and all claims and recourse
against City, per the individual forms signed and submitted.
C. Insurance is District's responsibility. City shall not provide insurance to cover loss,theft, or
damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by
District or its members in the furtherance of the respective rights or obligations described
herein. Insurance of the artwork; of the District's or its members' persons,property, or
interests; and/or of the District's or its members' employees or agents shall be the sole
responsibility of District. District or its members shall obtain all necessary insurance as may be
required in order to protect those parties' insurable interests for their rights and obligations
described within this Agreement, including, but not limited to, liability insurance, automobile
insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in
Initial Point Gallery. District shall bear any and all risks of, and actual, loss of, theft of, and/or
damage to the artwork prepared for,transported to, transported from, installed or hung in, and/or
displayed in Initial Point Gallery. Parents/guardians also waive any and all claims about damage
or loss of art in the individual forms submitted against the District.
D. Permission is District's responsibility. District shall be responsible for obtaining written
permission from the parent or guardian of each student artist whose work is displayed in Initial
Point Gallery,to include acknowledgments that:
1. The City of Meridian will not assume liability for or provide insurance to cover any loss,
theft, or damage of the artwork.
2. By allowing the child's participation,the parents bear all risks, some of which are unknown,
and release and indemnify the City from all related claims for damages.
3. Meridian City Hall is primarily a place of public business and Initial Point Gallery is a
public place. The City seeks to encourage artistic expression and public dialogue,but must
also ensure that City Hall is a place where citizens, employees, and visitors of diverse ages
and perspectives feel welcome and comfortable. To this end, artwork will be displayed
which: is appropriate in subject and content for a functioning government workplace, is
consistent with City policy and community values, contributes to the aesthetic and cultural
atmosphere of Meridian City Hall, and is not disruptive or likely to offend the general
public.
V. TERMINATION.
A. Termination for cause. If City determines that Organizer,District, or any of its members have
failed to comply with or are in default of any term or condition of this Agreement, violated any
of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or
document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any
other act of misconduct in the performance of this Agreement; or if either Party willfully or
negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other
Party shall have the right to terminate the Agreement by providing written notice to the
defaulting party of its intent to terminate, and shall specify the grounds for termination. The
ACCEPTANCE AGREEMENT—ImTIAL POINT GALLERY DISPLAY PAGE 3
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defaulting party shall have two (2) calendar days, not including Sundays or federal holidays,
after the other party mails such notice to cure the default. If the default is not cured within such
period, this Agreement shall be terminated immediately upon mailing of written notice of
termination.
B. Termination without cause. City may immediately terminate this Agreement for any reason at
any time without prior notice to Organizer.
C. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be
construed as a waiver of a breach of the same or any other provision hereof.
VI.GENERAL PROVISIONS.
A. Compliance with law. Throughout the course of this Agreement, Organizer, District, and
District's members shall comply with any and all applicable federal, state, and local laws.
B. Non-discrimination. In fulfilling or exercising any right or obligation under this Agreement,
neither Organizer nor District shall discriminate against any person as to race, creed, religion,
sex, age,national origin, sexual orientation or any physical,mental, or sensory disability.
C. 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 parry, whether oral or written, and whether previous to the execution
hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged,
modified or altered except upon written agreement signed by both parties hereto.
D. 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.
E. Cumulative rights and remedies. All rights and remedies herein enumerated shall be
cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the
exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of
any other remedy.
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. District shall not subcontract or assign any of District's obligations
under this Agreement that require or that may require their artistic talent or expertise. District
may subcontract or assign obligations that do not require artistic talent or expertise. 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. Notice.Any and all notice required to be provided by the Parties hereto,unless otherwise stated
in this Agreement, shall be in writing and shall be deemed communicated upon mailing by
United States Mail, addressed as follows:
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4
Page 366
Item#25.
West Ada School District: C
Cara Hinkson Initial Point Gallery Curator
WASD Fine Arts Coordinator 33 E. Broadway Avenue
1303 E Central Drive Meridian ID 83642
Meridian ID 83642
Either party may change its respective mailing address by giving written notice of such change
in the manner herein provided.
I. Warranty of authority. Organizer expressly warrants that, to the extent set forth herein,
Organizer is duly authorized to act as the representative and agent of District. Organizer further
warrants that Organizer is authorized to bind District and its members and principals to the
obligations set forth herein, and to accept the liabilities as established herein on behalf of
District and its members and principals.
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 written above.
GANI ER:
ara H' son
West A a Sc istrict
CITY OF MERIDIAN:
BY: Attest:
Robert E. Simison, Mayor 4-5-2022 Chris Johnson, City Clerk 4-5-2022
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5
Page 367
ACCEPTANCE AGREEMENT:
DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL
This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT
GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 5th day of April ,
20 22 ("Effective Date"), by and between the City of Meridian, a municipal corporation
organized under the laws of the State of Idaho ("City"), and Josh Udesen, an individual person
("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.")
WHEREAS,the City desires that public art will be a component of Meridian City Hall
by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian
City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point
Gallery");
WHEREAS, the Meridian Arts Commission("Commission")recommends to the
Meridian City Council that Artist's artwork be displayed in Initial Point Gallery;
WHEREAS,the Meridian City Council accepts such recommendation and directs the
Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery;
and
WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of
public business, that Initial Point Gallery is a public place, and that while the City seeks to
encourage artistic expression and public dialogue, the City must simultaneously ensure that
Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and
perspectives feel welcome and comfortable;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged and agreed, and in consideration of the mutual promises and
covenants herein contained, the Parties agree as follows:
I. SCOPE OF SERVICES.
Artist shall personally deliver artwork to Initial Point Gallery, on July 1, 2022, at such time as is
specified by the Gallery Curator. Artist shall be responsible for installing such artwork on July
1, 2022, at the direction of the Gallery Curator; shall allow the display of such work in Initial
Point Gallery from July 1, 2022 through August 5, 2022, in accordance with the terms of this
Agreement; and shall be responsible for removal of such artwork on August 5, 2022, at such time
as is specified by the Gallery Curator.
II. COMPENSATION AND SALE OF ARTWORK.
A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the
pleasure of the Meridian City Council. City shall not provide compensation to Artist for
services, work, and/or any activity undertaken pursuant to or related to this Agreement.
B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery
ACCEPTANCE AGREEMENT-INITIAL POINT GALLERY DISPLAY PAGE I
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Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price
shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City
personnel shall not facilitate in any way the sale of Artist's work; any transaction related to
the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's
request that Artist voluntarily donate to the Commission twenty percent(20%) of proceeds
from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of
artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery,
provided that Artist replaces the removed piece with another piece of artwork within twenty-
four(24) hours of such removal. Artist shall coordinate the removal, replacement, and/or
substitution of any and all artwork with the Gallery Curator prior to such activity.
III.TIME OF PERFORMANCE.
Artist shall provide services described in this Agreement in a timely manner, as described herein.
Artist acknowledges and agrees that time is strictly of the essence with respect to this
Agreement, and that the failure to timely perform any of the obligations hereunder shall
constitute a default of this Agreement.
IV.INSTALLATION.
A. Coordination with Curator. Prior to the installation, removal, replacement, and/or
substitution of the display in Initial Point Gallery or any portion or component thereof, Artist
shall coordinate any and all such activity with the Gallery Curator. Artist shall be
responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date
of delivery of artwork to Initial Point Gallery to confirm details regarding the installation,
removal,publicity, and promotion of the exhibit. Artist's failure to affirmatively contact the
Gallery Curator as required by this paragraph shall constitute a default of this Agreement.
B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may
inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to
ensure compliance with all criteria set forth in the most recent Call to Artists issued for Initial
Point Gallery, and the Application and Acknowledgements Form completed by Artist, as
well as to ensure that such artwork may be safely and appropriately displayed in Initial Point
Gallery. If the Gallery Curator or the City concludes that the display or any portion or
component thereof does not meet the criteria set forth in these enumerated documents, does
not reflect artwork as described to the Commission or the Gallery Curator, or cannot be
safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City
may require the immediate removal of such artwork from Initial Point Gallery. Further, the
Gallery Curator or the City may require the immediate removal of such artwork from Initial
Point Gallery where such removal serves the best interest of the City.
V. DISPLAY.
A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in
Initial Point Gallery shall be, and is, original work conceived and created by Artist.
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B. Photographs of artwork. City may photograph the artwork displayed in Initial Point
Gallery, as City may desire for purposes of advertising, marketing, and public information.
Where practicable and to the extent of City's authority, Artist shall be acknowledged on each
such photograph to be the creator of the original subject thereof, provided that photographic
reproductions of artwork shall not be identified as or represented to be the finished artwork.
C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for
purposes of advertising, marketing, and public information, without violation of Artist's
rights of privacy or any other rights Artist may possess under this Agreement, provided that
City shall not use Artist's logo, if any, for any purpose without the express, written
permission of Artist.
D. Use of City's name. City hereby conveys to Artist permission to use City's name for
purposes of advertising, marketing, and public information, without violation of City's rights
of privacy or any other rights City may possess under this Agreement, provided that Artist
shall not use City's logo for any purpose without the express, written permission of the
Mayor's Chief of Staff.
E. Removal of artwork by City. City shall have the right to remove Artist's artwork from
public display at any time and for any reason. Such removal may be temporary or permanent
in nature. Where such artwork is or is intended to be removed from public display for longer
than forty-eight(48) hours, City shall notify Artist in the manner set forth herein. While it is
intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth
herein, this period may be shortened by City for any reason, without notice to the Artist.
F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the
removal, replacement, and/or substitution of any and all artwork prior to such activity,
whether such activity is necessary due to the sale of a piece or for any other reason.
G. Simultaneous display. City may elect to display the work of more than one Artist or
Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner
and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery
Curator.
VI.INDEMNIFICATION,WAIVER,AND INSURANCE.
A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City
and any and all of its employees, agents, volunteers, and/or elected officials from any and all
losses, claims, and judgments for damages or injury to persons or property, and from any and
all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees,
guests, and/or invitees.
B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City,
including the right of contribution for loss and damage to persons or property arising from,
growing out of, or in any way connected with or incident to Artist's performance of this
Agreement, whether such loss or damage may be attributable to known or unknown
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 370
Item#25.
conditions, except for liability arising out of the tortious conduct of City or its officers,
agents or employees.
C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or
damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by
Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the
artwork; of the Artist's person,property, or interests; and/or of the Artist's employees or
agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as
may be required in order to protect Artist's insurable interests for its rights and obligations
described within this Agreement, including, but not limited to, liability insurance, automobile
insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed
in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of,
and/or damage to the artwork prepared for, transported to, transported from, installed or hung
in, and/or displayed in Initial Point Gallery.
VII. TERMINATION.
A. Termination for cause. If City determines that Artist has failed to comply with or is in
default of any term or condition of this Agreement, violated any of the covenants,
agreements, and/or stipulations of this Agreement, falsified any record or document required
to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of
misconduct in the performance of this Agreement; or if either Party willfully or negligently
defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party
shall have the right to terminate the Agreement by providing written notice to the defaulting
party of its intent to terminate, and shall specify the grounds for termination. The defaulting
party shall have two (2) calendar days, not including Sundays or federal holidays, after the
other party mails such notice to cure the default. If the default is not cured within such
period, this Agreement shall be terminated immediately upon mailing of written notice of
termination.
B. Termination without cause. City may immediately terminate this Agreement for any
reason at any time without prior notice to Artist.
C. Termination upon death or incapacity of Artist. This Agreement shall automatically
terminate upon the death or incapacity of Artist.
D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not
be construed as a waiver of a breach of the same or any other provision hereof.
VIII. GENERAL PROVISIONS.
A. Relationship of Parties. It is the express intention of Parties that Artist is an independent
party and 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
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 page 371
Item#25.
employee of City. Both parties acknowledge that Artist is not an employee of City. Artist
shall retain the right to perform services for others during the term of this Agreement.
B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with
any and all applicable federal, state, and local laws.
C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement,
Artist shall not discriminate against any person as to race, creed, religion, sex, age, national
origin, sexual orientation or any physical, mental, or sensory disability.
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, and whether previous to the
execution hereof or contemporaneous herewith. 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. Cumulative rights and remedies. All rights and remedies herein enumerated shall be
cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the
exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of
any other remedy.
G. 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.
H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations
under this Agreement that require or that may require Artist's artistic talent or expertise.
Artist may subcontract or assign obligations that do not require Artist's artistic talent or
expertise. 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.
I. Notice.Any and all notice required to be provided by the Parties hereto,unless otherwise
stated in this Agreement, shall be in writing and shall be deemed communicated upon
mailing by United States Mail, addressed, if to the Artist, to the address written below, and if
to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either party may change
its respective mailing address by giving written notice of such change in the manner herein
provided.
J. City Council approval required. The validity of this Agreement shall be expressly
conditioned upon City Council action approving the Agreement. Execution of this
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 page 372
Item#25.
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 written above.
ARTIST:
Josh Udesen
Address:
Phone:
E-mail:
CITY OF MERIDIAN:
BY:
Robert E. Simison, Mayor
4-5-2022
Attest:
Chris Johnson, City Clerk 4-5-2022
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 6 page 373
ACCEPTANCE AGREEMENT:
DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL
This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT
GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 5th day of April
20 22 ("Effective Date"), by and between the City of Meridian, a municipal corporation
organized under the laws of the State of Idaho ("City"), and Connie Wood, an individual person
("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.")
WHEREAS,the City desires that public art will be a component of Meridian City Hall
by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian
City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point
Gallery");
WHEREAS, the Meridian Arts Commission("Commission")recommends to the
Meridian City Council that Artist's artwork be displayed in Initial Point Gallery;
WHEREAS,the Meridian City Council accepts such recommendation and directs the
Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery;
and
WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of
public business, that Initial Point Gallery is a public place, and that while the City seeks to
encourage artistic expression and public dialogue, the City must simultaneously ensure that
Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and
perspectives feel welcome and comfortable;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged and agreed, and in consideration of the mutual promises and
covenants herein contained, the Parties agree as follows:
I. SCOPE OF SERVICES.
Artist shall personally deliver artwork to Initial Point Gallery, on August 5, 2022, at such time as
is specified by the Gallery Curator. Artist shall be responsible for installing such artwork on
August 5, 2022, at the direction of the Gallery Curator; shall allow the display of such work in
Initial Point Gallery from August 5, 2022 through September 2, 2022, in accordance with the
terms of this Agreement; and shall be responsible for removal of such artwork on September 2,
2022, at such time as is specified by the Gallery Curator.
II. COMPENSATION AND SALE OF ARTWORK.
A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the
pleasure of the Meridian City Council. City shall not provide compensation to Artist for
services, work, and/or any activity undertaken pursuant to or related to this Agreement.
B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE I page 374
Item#25.
Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price
shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City
personnel shall not facilitate in any way the sale of Artist's work; any transaction related to
the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's
request that Artist voluntarily donate to the Commission twenty percent(20%) of proceeds
from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of
artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery,
provided that Artist replaces the removed piece with another piece of artwork within twenty-
four(24) hours of such removal. Artist shall coordinate the removal, replacement, and/or
substitution of any and all artwork with the Gallery Curator prior to such activity.
III.TIME OF PERFORMANCE.
Artist shall provide services described in this Agreement in a timely manner, as described herein.
Artist acknowledges and agrees that time is strictly of the essence with respect to this
Agreement, and that the failure to timely perform any of the obligations hereunder shall
constitute a default of this Agreement.
IV.INSTALLATION.
A. Coordination with Curator. Prior to the installation, removal, replacement, and/or
substitution of the display in Initial Point Gallery or any portion or component thereof, Artist
shall coordinate any and all such activity with the Gallery Curator. Artist shall be
responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date
of delivery of artwork to Initial Point Gallery to confirm details regarding the installation,
removal,publicity, and promotion of the exhibit. Artist's failure to affirmatively contact the
Gallery Curator as required by this paragraph shall constitute a default of this Agreement.
B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may
inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to
ensure compliance with all criteria set forth in the most recent Call to Artists issued for Initial
Point Gallery, and the Application and Acknowledgements Form completed by Artist, as
well as to ensure that such artwork may be safely and appropriately displayed in Initial Point
Gallery. If the Gallery Curator or the City concludes that the display or any portion or
component thereof does not meet the criteria set forth in these enumerated documents, does
not reflect artwork as described to the Commission or the Gallery Curator, or cannot be
safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City
may require the immediate removal of such artwork from Initial Point Gallery. Further, the
Gallery Curator or the City may require the immediate removal of such artwork from Initial
Point Gallery where such removal serves the best interest of the City.
V. DISPLAY.
A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in
Initial Point Gallery shall be, and is, original work conceived and created by Artist.
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 page 375
Item#25.
B. Photographs of artwork. City may photograph the artwork displayed in Initial Point
Gallery, as City may desire for purposes of advertising, marketing, and public information.
Where practicable and to the extent of City's authority, Artist shall be acknowledged on each
such photograph to be the creator of the original subject thereof, provided that photographic
reproductions of artwork shall not be identified as or represented to be the finished artwork.
C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for
purposes of advertising, marketing, and public information, without violation of Artist's
rights of privacy or any other rights Artist may possess under this Agreement, provided that
City shall not use Artist's logo, if any, for any purpose without the express, written
permission of Artist.
D. Use of City's name. City hereby conveys to Artist permission to use City's name for
purposes of advertising, marketing, and public information, without violation of City's rights
of privacy or any other rights City may possess under this Agreement, provided that Artist
shall not use City's logo for any purpose without the express, written permission of the
Mayor's Chief of Staff.
E. Removal of artwork by City. City shall have the right to remove Artist's artwork from
public display at any time and for any reason. Such removal may be temporary or permanent
in nature. Where such artwork is or is intended to be removed from public display for longer
than forty-eight(48) hours, City shall notify Artist in the manner set forth herein. While it is
intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth
herein, this period may be shortened by City for any reason, without notice to the Artist.
F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the
removal, replacement, and/or substitution of any and all artwork prior to such activity,
whether such activity is necessary due to the sale of a piece or for any other reason.
G. Simultaneous display. City may elect to display the work of more than one Artist or
Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner
and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery
Curator.
VI.INDEMNIFICATION,WAIVER,AND INSURANCE.
A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City
and any and all of its employees, agents, volunteers, and/or elected officials from any and all
losses, claims, and judgments for damages or injury to persons or property, and from any and
all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees,
guests, and/or invitees.
B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City,
including the right of contribution for loss and damage to persons or property arising from,
growing out of, or in any way connected with or incident to Artist's performance of this
Agreement, whether such loss or damage may be attributable to known or unknown
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 376
Item#25.
conditions, except for liability arising out of the tortious conduct of City or its officers,
agents or employees.
C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or
damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by
Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the
artwork; of the Artist's person,property, or interests; and/or of the Artist's employees or
agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as
may be required in order to protect Artist's insurable interests for its rights and obligations
described within this Agreement, including, but not limited to, liability insurance, automobile
insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed
in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of,
and/or damage to the artwork prepared for, transported to, transported from, installed or hung
in, and/or displayed in Initial Point Gallery.
VII. TERMINATION.
A. Termination for cause. If City determines that Artist has failed to comply with or is in
default of any term or condition of this Agreement, violated any of the covenants,
agreements, and/or stipulations of this Agreement, falsified any record or document required
to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of
misconduct in the performance of this Agreement; or if either Party willfully or negligently
defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party
shall have the right to terminate the Agreement by providing written notice to the defaulting
party of its intent to terminate, and shall specify the grounds for termination. The defaulting
party shall have two (2) calendar days, not including Sundays or federal holidays, after the
other party mails such notice to cure the default. If the default is not cured within such
period, this Agreement shall be terminated immediately upon mailing of written notice of
termination.
B. Termination without cause. City may immediately terminate this Agreement for any
reason at any time without prior notice to Artist.
C. Termination upon death or incapacity of Artist. This Agreement shall automatically
terminate upon the death or incapacity of Artist.
D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not
be construed as a waiver of a breach of the same or any other provision hereof.
VIII. GENERAL PROVISIONS.
A. Relationship of Parties. It is the express intention of Parties that Artist is an independent
party and 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
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 page 377
Item#25.
employee of City. Both parties acknowledge that Artist is not an employee of City. Artist
shall retain the right to perform services for others during the term of this Agreement.
B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with
any and all applicable federal, state, and local laws.
C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement,
Artist shall not discriminate against any person as to race, creed, religion, sex, age, national
origin, sexual orientation or any physical, mental, or sensory disability.
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, and whether previous to the
execution hereof or contemporaneous herewith. 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. Cumulative rights and remedies. All rights and remedies herein enumerated shall be
cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the
exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of
any other remedy.
G. 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.
H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations
under this Agreement that require or that may require Artist's artistic talent or expertise.
Artist may subcontract or assign obligations that do not require Artist's artistic talent or
expertise. 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.
I. Notice.Any and all notice required to be provided by the Parties hereto,unless otherwise
stated in this Agreement, shall be in writing and shall be deemed communicated upon
mailing by United States Mail, addressed, if to the Artist, to the address written below, and if
to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either party may change
its respective mailing address by giving written notice of such change in the manner herein
provided.
J. City Council approval required. The validity of this Agreement shall be expressly
conditioned upon City Council action approving the Agreement. Execution of this
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 page 378
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 written above.
ARTIST:
Connie Wood
Address:
Phone:
E-mail: 2 ZI
CITY OF MERIDIAN:
BY:
Robert E. Simison, Mayor 4-5-2022
Attest:
Chris Johnson,City Clerk 4-5-2022
ACCEPTANCE AGREEMENT—INITIAL,POINT GALLERY DISPLAY P'\(' Page 379
ACCEPTANCE AGREEMENT:
DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL
This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT
GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 5th day of April ,
20 22 ("Effective Date"), by and between the City of Meridian, a municipal corporation
organized under the laws of the State of Idaho ("City"), and Jerry Hendershot, an individual
person ("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.")
WHEREAS,the City desires that public art will be a component of Meridian City Hall
by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian
City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point
Gallery");
WHEREAS, the Meridian Arts Commission("Commission")recommends to the
Meridian City Council that Artist's artwork be displayed in Initial Point Gallery;
WHEREAS,the Meridian City Council accepts such recommendation and directs the
Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery;
and
WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of
public business, that Initial Point Gallery is a public place, and that while the City seeks to
encourage artistic expression and public dialogue, the City must simultaneously ensure that
Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and
perspectives feel welcome and comfortable;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged and agreed, and in consideration of the mutual promises and
covenants herein contained, the Parties agree as follows:
I. SCOPE OF SERVICES.
Artist shall personally deliver artwork to Initial Point Gallery, on August 5, 2022, at such time as
is specified by the Gallery Curator. Artist shall be responsible for installing such artwork on
August 5, 2022, at the direction of the Gallery Curator; shall allow the display of such work in
Initial Point Gallery from August 5, 2022 through September 2, 2022, in accordance with the
terms of this Agreement; and shall be responsible for removal of such artwork on September 2,
2022, at such time as is specified by the Gallery Curator.
II. COMPENSATION AND SALE OF ARTWORK.
A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the
pleasure of the Meridian City Council. City shall not provide compensation to Artist for
services, work, and/or any activity undertaken pursuant to or related to this Agreement.
B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery
ACCEPTANCE AGREEMENT-INITIAL POINT GALLERY DISPLAY PAGE I
Item#25.
Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price
shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City
personnel shall not facilitate in any way the sale of Artist's work; any transaction related to
the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's
request that Artist voluntarily donate to the Commission twenty percent(20%) of proceeds
from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of
artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery,
provided that Artist replaces the removed piece with another piece of artwork within twenty-
four(24) hours of such removal. Artist shall coordinate the removal, replacement, and/or
substitution of any and all artwork with the Gallery Curator prior to such activity.
III.TIME OF PERFORMANCE.
Artist shall provide services described in this Agreement in a timely manner, as described herein.
Artist acknowledges and agrees that time is strictly of the essence with respect to this
Agreement, and that the failure to timely perform any of the obligations hereunder shall
constitute a default of this Agreement.
IV.INSTALLATION.
A. Coordination with Curator. Prior to the installation, removal, replacement, and/or
substitution of the display in Initial Point Gallery or any portion or component thereof, Artist
shall coordinate any and all such activity with the Gallery Curator. Artist shall be
responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date
of delivery of artwork to Initial Point Gallery to confirm details regarding the installation,
removal,publicity, and promotion of the exhibit. Artist's failure to affirmatively contact the
Gallery Curator as required by this paragraph shall constitute a default of this Agreement.
B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may
inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to
ensure compliance with all criteria set forth in the most recent Call to Artists issued for Initial
Point Gallery, and the Application and Acknowledgements Form completed by Artist, as
well as to ensure that such artwork may be safely and appropriately displayed in Initial Point
Gallery. If the Gallery Curator or the City concludes that the display or any portion or
component thereof does not meet the criteria set forth in these enumerated documents, does
not reflect artwork as described to the Commission or the Gallery Curator, or cannot be
safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City
may require the immediate removal of such artwork from Initial Point Gallery. Further, the
Gallery Curator or the City may require the immediate removal of such artwork from Initial
Point Gallery where such removal serves the best interest of the City.
V. DISPLAY.
A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in
Initial Point Gallery shall be, and is, original work conceived and created by Artist.
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 page 381
Item#25.
B. Photographs of artwork. City may photograph the artwork displayed in Initial Point
Gallery, as City may desire for purposes of advertising, marketing, and public information.
Where practicable and to the extent of City's authority, Artist shall be acknowledged on each
such photograph to be the creator of the original subject thereof, provided that photographic
reproductions of artwork shall not be identified as or represented to be the finished artwork.
C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for
purposes of advertising, marketing, and public information, without violation of Artist's
rights of privacy or any other rights Artist may possess under this Agreement, provided that
City shall not use Artist's logo, if any, for any purpose without the express, written
permission of Artist.
D. Use of City's name. City hereby conveys to Artist permission to use City's name for
purposes of advertising, marketing, and public information, without violation of City's rights
of privacy or any other rights City may possess under this Agreement, provided that Artist
shall not use City's logo for any purpose without the express, written permission of the
Mayor's Chief of Staff.
E. Removal of artwork by City. City shall have the right to remove Artist's artwork from
public display at any time and for any reason. Such removal may be temporary or permanent
in nature. Where such artwork is or is intended to be removed from public display for longer
than forty-eight(48) hours, City shall notify Artist in the manner set forth herein. While it is
intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth
herein, this period may be shortened by City for any reason, without notice to the Artist.
F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the
removal, replacement, and/or substitution of any and all artwork prior to such activity,
whether such activity is necessary due to the sale of a piece or for any other reason.
G. Simultaneous display. City may elect to display the work of more than one Artist or
Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner
and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery
Curator.
VI.INDEMNIFICATION,WAIVER,AND INSURANCE.
A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City
and any and all of its employees, agents, volunteers, and/or elected officials from any and all
losses, claims, and judgments for damages or injury to persons or property, and from any and
all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees,
guests, and/or invitees.
B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City,
including the right of contribution for loss and damage to persons or property arising from,
growing out of, or in any way connected with or incident to Artist's performance of this
Agreement, whether such loss or damage may be attributable to known or unknown
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 382
Item#25.
conditions, except for liability arising out of the tortious conduct of City or its officers,
agents or employees.
C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or
damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by
Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the
artwork; of the Artist's person,property, or interests; and/or of the Artist's employees or
agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as
may be required in order to protect Artist's insurable interests for its rights and obligations
described within this Agreement, including, but not limited to, liability insurance, automobile
insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed
in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of,
and/or damage to the artwork prepared for, transported to, transported from, installed or hung
in, and/or displayed in Initial Point Gallery.
VII. TERMINATION.
A. Termination for cause. If City determines that Artist has failed to comply with or is in
default of any term or condition of this Agreement, violated any of the covenants,
agreements, and/or stipulations of this Agreement, falsified any record or document required
to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of
misconduct in the performance of this Agreement; or if either Party willfully or negligently
defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party
shall have the right to terminate the Agreement by providing written notice to the defaulting
party of its intent to terminate, and shall specify the grounds for termination. The defaulting
party shall have two (2) calendar days, not including Sundays or federal holidays, after the
other party mails such notice to cure the default. If the default is not cured within such
period, this Agreement shall be terminated immediately upon mailing of written notice of
termination.
B. Termination without cause. City may immediately terminate this Agreement for any
reason at any time without prior notice to Artist.
C. Termination upon death or incapacity of Artist. This Agreement shall automatically
terminate upon the death or incapacity of Artist.
D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not
be construed as a waiver of a breach of the same or any other provision hereof.
VIII. GENERAL PROVISIONS.
A. Relationship of Parties. It is the express intention of Parties that Artist is an independent
party and 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
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 page 383
Item#25.
employee of City. Both parties acknowledge that Artist is not an employee of City. Artist
shall retain the right to perform services for others during the term of this Agreement.
B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with
any and all applicable federal, state, and local laws.
C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement,
Artist shall not discriminate against any person as to race, creed, religion, sex, age, national
origin, sexual orientation or any physical, mental, or sensory disability.
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, and whether previous to the
execution hereof or contemporaneous herewith. 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. Cumulative rights and remedies. All rights and remedies herein enumerated shall be
cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the
exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of
any other remedy.
G. 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.
H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations
under this Agreement that require or that may require Artist's artistic talent or expertise.
Artist may subcontract or assign obligations that do not require Artist's artistic talent or
expertise. 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.
I. Notice.Any and all notice required to be provided by the Parties hereto,unless otherwise
stated in this Agreement, shall be in writing and shall be deemed communicated upon
mailing by United States Mail, addressed, if to the Artist, to the address written below, and if
to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either party may change
its respective mailing address by giving written notice of such change in the manner herein
provided.
J. City Council approval required. The validity of this Agreement shall be expressly
conditioned upon City Council action approving the Agreement. Execution of this
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 page 384
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 written above.
ARTIST:
c7TII'm
Jerry Hende hot
Address:
Phone:
E-mail:
CITY OF MERIDIAN:
BY:
Robert E. Simison, Mayor 4-5-2022
Attest:
Chris Johnson, City Clerk 4-5-2022
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 6
Page 385
ACCEPTANCE AGREEMENT:
DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL
This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT
GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 5th day of April
20 22 ("Effective Date"), by and between the City of Meridian, a municipal corporation
organized under the laws of the State of Idaho ("City"), and Monte Stiles, an individual person
("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.")
WHEREAS,the City desires that public art will be a component of Meridian City Hall
by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian
City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point
Gallery");
WHEREAS, the Meridian Arts Commission("Commission")recommends to the
Meridian City Council that Artist's artwork be displayed in Initial Point Gallery;
WHEREAS,the Meridian City Council accepts such recommendation and directs the
Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery;
and
WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of
public business, that Initial Point Gallery is a public place, and that while the City seeks to
encourage artistic expression and public dialogue, the City must simultaneously ensure that
Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and
perspectives feel welcome and comfortable;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged and agreed, and in consideration of the mutual promises and
covenants herein contained, the Parties agree as follows:
I. SCOPE OF SERVICES.
Artist shall personally deliver artwork to Initial Point Gallery, on August 5, 2022, at such time as
is specified by the Gallery Curator. Artist shall be responsible for installing such artwork on
August 5, 2022, at the direction of the Gallery Curator; shall allow the display of such work in
Initial Point Gallery from August 5, 2022 through September 2, 2022, in accordance with the
terms of this Agreement; and shall be responsible for removal of such artwork on September 2,
2022, at such time as is specified by the Gallery Curator.
II. COMPENSATION AND SALE OF ARTWORK.
A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the
pleasure of the Meridian City Council. City shall not provide compensation to Artist for
services, work, and/or any activity undertaken pursuant to or related to this Agreement.
B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery
ACCEPTANCE AGREEMENT-INITIAL POINT GALLERY DISPLAY PAGE I
Item#25.
Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price
shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City
personnel shall not facilitate in any way the sale of Artist's work; any transaction related to
the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's
request that Artist voluntarily donate to the Commission twenty percent(20%) of proceeds
from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of
artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery,
provided that Artist replaces the removed piece with another piece of artwork within twenty-
four(24) hours of such removal. Artist shall coordinate the removal, replacement, and/or
substitution of any and all artwork with the Gallery Curator prior to such activity.
III.TIME OF PERFORMANCE.
Artist shall provide services described in this Agreement in a timely manner, as described herein.
Artist acknowledges and agrees that time is strictly of the essence with respect to this
Agreement, and that the failure to timely perform any of the obligations hereunder shall
constitute a default of this Agreement.
IV.INSTALLATION.
A. Coordination with Curator. Prior to the installation, removal, replacement, and/or
substitution of the display in Initial Point Gallery or any portion or component thereof, Artist
shall coordinate any and all such activity with the Gallery Curator. Artist shall be
responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date
of delivery of artwork to Initial Point Gallery to confirm details regarding the installation,
removal,publicity, and promotion of the exhibit. Artist's failure to affirmatively contact the
Gallery Curator as required by this paragraph shall constitute a default of this Agreement.
B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may
inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to
ensure compliance with all criteria set forth in the most recent Call to Artists issued for Initial
Point Gallery, and the Application and Acknowledgements Form completed by Artist, as
well as to ensure that such artwork may be safely and appropriately displayed in Initial Point
Gallery. If the Gallery Curator or the City concludes that the display or any portion or
component thereof does not meet the criteria set forth in these enumerated documents, does
not reflect artwork as described to the Commission or the Gallery Curator, or cannot be
safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City
may require the immediate removal of such artwork from Initial Point Gallery. Further, the
Gallery Curator or the City may require the immediate removal of such artwork from Initial
Point Gallery where such removal serves the best interest of the City.
V. DISPLAY.
A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in
Initial Point Gallery shall be, and is, original work conceived and created by Artist.
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 page 387
Item#25.
B. Photographs of artwork. City may photograph the artwork displayed in Initial Point
Gallery, as City may desire for purposes of advertising, marketing, and public information.
Where practicable and to the extent of City's authority, Artist shall be acknowledged on each
such photograph to be the creator of the original subject thereof, provided that photographic
reproductions of artwork shall not be identified as or represented to be the finished artwork.
C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for
purposes of advertising, marketing, and public information, without violation of Artist's
rights of privacy or any other rights Artist may possess under this Agreement, provided that
City shall not use Artist's logo, if any, for any purpose without the express, written
permission of Artist.
D. Use of City's name. City hereby conveys to Artist permission to use City's name for
purposes of advertising, marketing, and public information, without violation of City's rights
of privacy or any other rights City may possess under this Agreement, provided that Artist
shall not use City's logo for any purpose without the express, written permission of the
Mayor's Chief of Staff.
E. Removal of artwork by City. City shall have the right to remove Artist's artwork from
public display at any time and for any reason. Such removal may be temporary or permanent
in nature. Where such artwork is or is intended to be removed from public display for longer
than forty-eight(48) hours, City shall notify Artist in the manner set forth herein. While it is
intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth
herein, this period may be shortened by City for any reason, without notice to the Artist.
F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the
removal, replacement, and/or substitution of any and all artwork prior to such activity,
whether such activity is necessary due to the sale of a piece or for any other reason.
G. Simultaneous display. City may elect to display the work of more than one Artist or
Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner
and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery
Curator.
VI.INDEMNIFICATION,WAIVER,AND INSURANCE.
A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City
and any and all of its employees, agents, volunteers, and/or elected officials from any and all
losses, claims, and judgments for damages or injury to persons or property, and from any and
all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees,
guests, and/or invitees.
B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City,
including the right of contribution for loss and damage to persons or property arising from,
growing out of, or in any way connected with or incident to Artist's performance of this
Agreement, whether such loss or damage may be attributable to known or unknown
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 388
Item#25.
conditions, except for liability arising out of the tortious conduct of City or its officers,
agents or employees.
C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or
damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by
Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the
artwork; of the Artist's person,property, or interests; and/or of the Artist's employees or
agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as
may be required in order to protect Artist's insurable interests for its rights and obligations
described within this Agreement, including, but not limited to, liability insurance, automobile
insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed
in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of,
and/or damage to the artwork prepared for, transported to, transported from, installed or hung
in, and/or displayed in Initial Point Gallery.
VII. TERMINATION.
A. Termination for cause. If City determines that Artist has failed to comply with or is in
default of any term or condition of this Agreement, violated any of the covenants,
agreements, and/or stipulations of this Agreement, falsified any record or document required
to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of
misconduct in the performance of this Agreement; or if either Party willfully or negligently
defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party
shall have the right to terminate the Agreement by providing written notice to the defaulting
party of its intent to terminate, and shall specify the grounds for termination. The defaulting
party shall have two (2) calendar days, not including Sundays or federal holidays, after the
other party mails such notice to cure the default. If the default is not cured within such
period, this Agreement shall be terminated immediately upon mailing of written notice of
termination.
B. Termination without cause. City may immediately terminate this Agreement for any
reason at any time without prior notice to Artist.
C. Termination upon death or incapacity of Artist. This Agreement shall automatically
terminate upon the death or incapacity of Artist.
D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not
be construed as a waiver of a breach of the same or any other provision hereof.
VIII. GENERAL PROVISIONS.
A. Relationship of Parties. It is the express intention of Parties that Artist is an independent
party and 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
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 Page 389
Item#25.
employee of City. Both parties acknowledge that Artist is not an employee of City. Artist
shall retain the right to perform services for others during the term of this Agreement.
B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with
any and all applicable federal, state, and local laws.
C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement,
Artist shall not discriminate against any person as to race, creed, religion, sex, age, national
origin, sexual orientation or any physical, mental, or sensory disability.
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, and whether previous to the
execution hereof or contemporaneous herewith. 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. Cumulative rights and remedies. All rights and remedies herein enumerated shall be
cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the
exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of
any other remedy.
G. 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.
H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations
under this Agreement that require or that may require Artist's artistic talent or expertise.
Artist may subcontract or assign obligations that do not require Artist's artistic talent or
expertise. 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.
I. Notice.Any and all notice required to be provided by the Parties hereto,unless otherwise
stated in this Agreement, shall be in writing and shall be deemed communicated upon
mailing by United States Mail, addressed, if to the Artist, to the address written below, and if
to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either party may change
its respective mailing address by giving written notice of such change in the manner herein
provided.
J. City Council approval required. The validity of this Agreement shall be expressly
conditioned upon City Council action approving the Agreement. Execution of this
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 page 390
Item#25.
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 written above.
ARTIST:
Monte Stiles
Address: 3671 S. Daisy Way
Boise, Idaho 83709
Phone: 208-841-6682
E-mail: monte@montestiles.com
CITY OF MERIDIAN:
BY:
Robert E. Simison, Mayor 4-5-2022
Attest:
Chris Johnson, City Clerk 4-5-2022
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 6 page 391
ACCEPTANCE AGREEMENT:
DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL
This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT
GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 5th day of April
20 22 ("Effective Date"), by and between the City of Meridian, a municipal corporation
organized under the laws of the State of Idaho ("City"), and Melissa Reche, an individual person
("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.")
WHEREAS,the City desires that public art will be a component of Meridian City Hall
by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian
City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point
Gallery");
WHEREAS, the Meridian Arts Commission("Commission")recommends to the
Meridian City Council that Artist's artwork be displayed in Initial Point Gallery;
WHEREAS,the Meridian City Council accepts such recommendation and directs the
Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery;
and
WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of
public business, that Initial Point Gallery is a public place, and that while the City seeks to
encourage artistic expression and public dialogue, the City must simultaneously ensure that
Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and
perspectives feel welcome and comfortable;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged and agreed, and in consideration of the mutual promises and
covenants herein contained, the Parties agree as follows:
I. SCOPE OF SERVICES.
Artist shall personally deliver artwork to Initial Point Gallery, on October 7, 2022, at such time
as is specified by the Gallery Curator. Artist shall be responsible for installing such artwork on
October 7, 2022, at the direction of the Gallery Curator; shall allow the display of such work in
Initial Point Gallery from October 7, 2022 through November 4, 2022, in accordance with the
terms of this Agreement; and shall be responsible for removal of such artwork on November 4,
2022, at such time as is specified by the Gallery Curator.
II. COMPENSATION AND SALE OF ARTWORK.
A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the
pleasure of the Meridian City Council. City shall not provide compensation to Artist for
services, work, and/or any activity undertaken pursuant to or related to this Agreement.
B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery
ACCEPTANCE AGREEMENT-INITIAL POINT GALLERY DISPLAY PAGE I
Item#25.
Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price
shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City
personnel shall not facilitate in any way the sale of Artist's work; any transaction related to
the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's
request that Artist voluntarily donate to the Commission twenty percent(20%) of proceeds
from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of
artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery,
provided that Artist replaces the removed piece with another piece of artwork within twenty-
four(24) hours of such removal. Artist shall coordinate the removal, replacement, and/or
substitution of any and all artwork with the Gallery Curator prior to such activity.
III.TIME OF PERFORMANCE.
Artist shall provide services described in this Agreement in a timely manner, as described herein.
Artist acknowledges and agrees that time is strictly of the essence with respect to this
Agreement, and that the failure to timely perform any of the obligations hereunder shall
constitute a default of this Agreement.
IV.INSTALLATION.
A. Coordination with Curator. Prior to the installation, removal, replacement, and/or
substitution of the display in Initial Point Gallery or any portion or component thereof, Artist
shall coordinate any and all such activity with the Gallery Curator. Artist shall be
responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date
of delivery of artwork to Initial Point Gallery to confirm details regarding the installation,
removal,publicity, and promotion of the exhibit. Artist's failure to affirmatively contact the
Gallery Curator as required by this paragraph shall constitute a default of this Agreement.
B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may
inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to
ensure compliance with all criteria set forth in the most recent Call to Artists issued for Initial
Point Gallery, and the Application and Acknowledgements Form completed by Artist, as
well as to ensure that such artwork may be safely and appropriately displayed in Initial Point
Gallery. If the Gallery Curator or the City concludes that the display or any portion or
component thereof does not meet the criteria set forth in these enumerated documents, does
not reflect artwork as described to the Commission or the Gallery Curator, or cannot be
safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City
may require the immediate removal of such artwork from Initial Point Gallery. Further, the
Gallery Curator or the City may require the immediate removal of such artwork from Initial
Point Gallery where such removal serves the best interest of the City.
V. DISPLAY.
A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in
Initial Point Gallery shall be, and is, original work conceived and created by Artist.
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 page 393
Item#25.
B. Photographs of artwork. City may photograph the artwork displayed in Initial Point
Gallery, as City may desire for purposes of advertising, marketing, and public information.
Where practicable and to the extent of City's authority, Artist shall be acknowledged on each
such photograph to be the creator of the original subject thereof, provided that photographic
reproductions of artwork shall not be identified as or represented to be the finished artwork.
C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for
purposes of advertising, marketing, and public information, without violation of Artist's
rights of privacy or any other rights Artist may possess under this Agreement, provided that
City shall not use Artist's logo, if any, for any purpose without the express, written
permission of Artist.
D. Use of City's name. City hereby conveys to Artist permission to use City's name for
purposes of advertising, marketing, and public information, without violation of City's rights
of privacy or any other rights City may possess under this Agreement, provided that Artist
shall not use City's logo for any purpose without the express, written permission of the
Mayor's Chief of Staff.
E. Removal of artwork by City. City shall have the right to remove Artist's artwork from
public display at any time and for any reason. Such removal may be temporary or permanent
in nature. Where such artwork is or is intended to be removed from public display for longer
than forty-eight(48) hours, City shall notify Artist in the manner set forth herein. While it is
intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth
herein, this period may be shortened by City for any reason, without notice to the Artist.
F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the
removal, replacement, and/or substitution of any and all artwork prior to such activity,
whether such activity is necessary due to the sale of a piece or for any other reason.
G. Simultaneous display. City may elect to display the work of more than one Artist or
Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner
and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery
Curator.
VI.INDEMNIFICATION,WAIVER,AND INSURANCE.
A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City
and any and all of its employees, agents, volunteers, and/or elected officials from any and all
losses, claims, and judgments for damages or injury to persons or property, and from any and
all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees,
guests, and/or invitees.
B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City,
including the right of contribution for loss and damage to persons or property arising from,
growing out of, or in any way connected with or incident to Artist's performance of this
Agreement, whether such loss or damage may be attributable to known or unknown
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 394
Item#25.
conditions, except for liability arising out of the tortious conduct of City or its officers,
agents or employees.
C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or
damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by
Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the
artwork; of the Artist's person,property, or interests; and/or of the Artist's employees or
agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as
may be required in order to protect Artist's insurable interests for its rights and obligations
described within this Agreement, including, but not limited to, liability insurance, automobile
insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed
in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of,
and/or damage to the artwork prepared for, transported to, transported from, installed or hung
in, and/or displayed in Initial Point Gallery.
VII. TERMINATION.
A. Termination for cause. If City determines that Artist has failed to comply with or is in
default of any term or condition of this Agreement, violated any of the covenants,
agreements, and/or stipulations of this Agreement, falsified any record or document required
to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of
misconduct in the performance of this Agreement; or if either Party willfully or negligently
defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party
shall have the right to terminate the Agreement by providing written notice to the defaulting
party of its intent to terminate, and shall specify the grounds for termination. The defaulting
party shall have two (2) calendar days, not including Sundays or federal holidays, after the
other party mails such notice to cure the default. If the default is not cured within such
period, this Agreement shall be terminated immediately upon mailing of written notice of
termination.
B. Termination without cause. City may immediately terminate this Agreement for any
reason at any time without prior notice to Artist.
C. Termination upon death or incapacity of Artist. This Agreement shall automatically
terminate upon the death or incapacity of Artist.
D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not
be construed as a waiver of a breach of the same or any other provision hereof.
VIII. GENERAL PROVISIONS.
A. Relationship of Parties. It is the express intention of Parties that Artist is an independent
party and 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
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 page 395
Item#25.
employee of City. Both parties acknowledge that Artist is not an employee of City. Artist
shall retain the right to perform services for others during the term of this Agreement.
B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with
any and all applicable federal, state, and local laws.
C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement,
Artist shall not discriminate against any person as to race, creed, religion, sex, age, national
origin, sexual orientation or any physical, mental, or sensory disability.
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, and whether previous to the
execution hereof or contemporaneous herewith. 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. Cumulative rights and remedies. All rights and remedies herein enumerated shall be
cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the
exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of
any other remedy.
G. 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.
H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations
under this Agreement that require or that may require Artist's artistic talent or expertise.
Artist may subcontract or assign obligations that do not require Artist's artistic talent or
expertise. 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.
I. Notice.Any and all notice required to be provided by the Parties hereto,unless otherwise
stated in this Agreement, shall be in writing and shall be deemed communicated upon
mailing by United States Mail, addressed, if to the Artist, to the address written below, and if
to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either party may change
its respective mailing address by giving written notice of such change in the manner herein
provided.
J. City Council approval required. The validity of this Agreement shall be expressly
conditioned upon City Council action approving the Agreement. Execution of this
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 page 396
Item#25.
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 written above.
ARTIST:
Melissa Reche
Address:
Phone:
E-mail:
CITY OF MERIDIAN:
BY:
Robert E. Simison, Mayor 4-5-2022
Attest:
Chris Johnson, City Clerk 4-5-2022
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 6 page 397
ACCEPTANCE AGREEMENT:
DISPLAY OF ARTWORK IN INITIAL POINT GALLERY,MERIDIAN CITY HALL
This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT
GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 5th day of April
20 22 ("Effective Date"), by and between the City of Meridian, a municipal corporation
organized under the laws of the State of Idaho ("City"), and Kevin Flynn and Amber Day, doing
business as Flynn Day Pottery, an assumed business name established pursuant to the laws of
the state of Idaho ("Organization"). (City and Organization may hereinafter be collectively
referred to as "Parties.")
WHEREAS,the City desires that public art will be a component of Meridian City Hall
by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian
City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point
Gallery");
WHEREAS, the Meridian Arts Commission ("Commission")recommends to the
Meridian City Council that Artist's artwork be displayed in Initial Point Gallery;
WHEREAS,the Meridian City Council accepts such recommendation and directs the
Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery;
and
WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of
public business, that Initial Point Gallery is a public place, and that while the City seeks to
encourage artistic expression and public dialogue, the City must simultaneously ensure that
Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and
perspectives feel welcome and comfortable;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged and agreed, and in consideration of the mutual promises and
covenants herein contained, the Parties agree as follows:
I. SCOPE OF SERVICES.
Artist shall personally deliver artwork to Initial Point Gallery, on November 4, 2022, at such
time as is specified by the Gallery Curator. Artist shall be responsible for installing such artwork
on November 4, 2022, at the direction of the Gallery Curator; shall allow the display of such
work in Initial Point Gallery from November 4, 2022 through Deember 2, 2022, in accordance
with the terms of this Agreement; and shall be responsible for removal of such artwork on
December 2, 2022, at such time as is specified by the Gallery Curator.
II. COMPENSATION AND SALE OF ARTWORK.
A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the
pleasure of the Meridian City Council. City shall not provide compensation to Artist for
services, work, and/or any activity undertaken pursuant to or related to this Agreement.
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 1 page 398
Item#25.
B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery
Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price
shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City
personnel shall not facilitate in any way the sale of Artist's work; any transaction related to
the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's
request that Artist voluntarily donate to the Commission twenty percent(20%) of proceeds
from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of
artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery,
provided that Artist replaces the removed piece with another piece of artwork within twenty-
four(24)hours of such removal. Artist shall coordinate the removal, replacement, and/or
substitution of any and all artwork with the Gallery Curator prior to such activity.
III.TIME OF PERFORMANCE.
Artist shall provide services described in this Agreement in a timely manner, as described herein.
Artist acknowledges and agrees that time is strictly of the essence with respect to this
Agreement, and that the failure to timely perform any of the obligations hereunder shall
constitute a default of this Agreement.
IV.INSTALLATION.
A. Coordination with Curator. Prior to the installation, removal, replacement, and/or
substitution of the display in Initial Point Gallery or any portion or component thereof, Artist
shall coordinate any and all such activity with the Gallery Curator. Artist shall be
responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date
of delivery of artwork to Initial Point Gallery to confirm details regarding the installation,
removal,publicity, and promotion of the exhibit. Artist's failure to affirmatively contact the
Gallery Curator as required by this paragraph shall constitute a default of this Agreement.
B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may
inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to
ensure compliance with all criteria set forth in the most recent Call to Artists issued for Initial
Point Gallery, and the Application and Acknowledgements Form completed by Artist, as
well as to ensure that such artwork may be safely and appropriately displayed in Initial Point
Gallery. If the Gallery Curator or the City concludes that the display or any portion or
component thereof does not meet the criteria set forth in these enumerated documents, does
not reflect artwork as described to the Commission or the Gallery Curator, or cannot be
safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City
may require the immediate removal of such artwork from Initial Point Gallery. Further, the
Gallery Curator or the City may require the immediate removal of such artwork from Initial
Point Gallery where such removal serves the best interest of the City.
V. DISPLAY.
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 page 399
Item#25.
A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in
Initial Point Gallery shall be, and is, original work conceived and created by Artist.
B. Photographs of artwork. City may photograph the artwork displayed in Initial Point
Gallery, as City may desire for purposes of advertising, marketing, and public information.
Where practicable and to the extent of City's authority, Artist shall be acknowledged on each
such photograph to be the creator of the original subject thereof,provided that photographic
reproductions of artwork shall not be identified as or represented to be the finished artwork.
C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for
purposes of advertising, marketing, and public information, without violation of Artist's
rights of privacy or any other rights Artist may possess under this Agreement, provided that
City shall not use Artist's logo, if any, for any purpose without the express, written
permission of Artist.
D. Use of City's name. City hereby conveys to Artist permission to use City's name for
purposes of advertising, marketing, and public information, without violation of City's rights
of privacy or any other rights City may possess under this Agreement,provided that Artist
shall not use City's logo for any purpose without the express, written permission of the
Mayor's Chief of Staff.
E. Removal of artwork by City. City shall have the right to remove Artist's artwork from
public display at any time and for any reason. Such removal may be temporary or permanent
in nature. Where such artwork is or is intended to be removed from public display for longer
than forty-eight(48)hours, City shall notify Artist in the manner set forth herein. While it is
intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth
herein, this period may be shortened by City for any reason, without notice to the Artist.
F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the
removal, replacement, and/or substitution of any and all artwork prior to such activity,
whether such activity is necessary due to the sale of a piece or for any other reason.
G. Simultaneous display. City may elect to display the work of more than one Artist or
Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner
and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery
Curator.
VI.INDEMNIFICATION,WAIVER,AND INSURANCE.
A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City
and any and all of its employees, agents, volunteers, and/or elected officials from any and all
losses, claims, and judgments for damages or injury to persons or property, and from any and
all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees,
guests, and/or invitees.
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 400
Item#25.
B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City,
including the right of contribution for loss and damage to persons or property arising from,
growing out of, or in any way connected with or incident to Artist's performance of this
Agreement, whether such loss or damage may be attributable to known or unknown
conditions, except for liability arising out of the tortious conduct of City or its officers,
agents or employees.
C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or
damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by
Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the
artwork; of the Artist's person,property, or interests; and/or of the Artist's employees or
agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as
may be required in order to protect Artist's insurable interests for its rights and obligations
described within this Agreement, including,but not limited to, liability insurance, automobile
insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed
in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of,
and/or damage to the artwork prepared for, transported to, transported from, installed or hung
in, and/or displayed in Initial Point Gallery.
VII. TERMINATION.
A. Termination for cause. If City determines that Artist has failed to comply with or is in
default of any term or condition of this Agreement, violated any of the covenants,
agreements, and/or stipulations of this Agreement, falsified any record or document required
to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of
misconduct in the performance of this Agreement; or if either Party willfully or negligently
defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party
shall have the right to terminate the Agreement by providing written notice to the defaulting
party of its intent to terminate, and shall specify the grounds for termination. The defaulting
party shall have two (2) calendar days, not including Sundays or federal holidays, after the
other party mails such notice to cure the default. If the default is not cured within such
period, this Agreement shall be terminated immediately upon mailing of written notice of
termination.
B. Termination without cause. City may immediately terminate this Agreement for any
reason at any time without prior notice to Artist.
C. Termination upon death or incapacity of Artist. This Agreement shall automatically
terminate upon the death or incapacity of Artist.
D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not
be construed as a waiver of a breach of the same or any other provision hereof.
VIII. GENERAL PROVISIONS.
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 page 401
Item#25.
A. Relationship of Parties. It is the express intention of Parties that Artist is an independent
party and 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. Both parties acknowledge that Artist is not an employee of City. Artist
shall retain the right to perform services for others during the term of this Agreement.
B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with
any and all applicable federal, state, and local laws.
C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement,
Artist shall not discriminate against any person as to race, creed, religion, sex, age, national
origin, sexual orientation or any physical, mental, or sensory disability.
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, and whether previous to the
execution hereof or contemporaneous herewith. 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. Cumulative rights and remedies. All rights and remedies herein enumerated shall be
cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the
exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of
any other remedy.
G. 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.
H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations
under this Agreement that require or that may require Artist's artistic talent or expertise.
Artist may subcontract or assign obligations that do not require Artist's artistic talent or
expertise. 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.
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 page 402
Item#25.
I. Notice. Any and all notice required to be provided by the Parties hereto, unless otherwise
stated in this Agreement, shall be in writing and shall be deemed communicated upon
mailing by United States Mail, addressed, if to the Artist, to the address written below, and if
to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either parry may change
its respective mailing address by giving written notice of such change in the manner herein
provided.
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 written above.
ORGANIZATION:
Flynn Day Pottery
Kevin Flynn, Owner
Address: J1.
Phone: G7 -5 1 '� 2-e
E-mail: - ! -7 C J �.�, ' a-'l
CITY OF MERIDIAN:
BY:
Robert E. Simison, Mayor 4-5-2022
Attest:
Chris Johnson, City Clerk 4-5-2022
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 6 page 403
ACCEPTANCE AGREEMENT:
DISPLAY OF ARTWORK IN INITIAL POINT GALLERY,MERIDIAN CITY HALL
This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT
GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 5th day of April
20 22 ("Effective Date"), by and between the City of Meridian, a municipal corporation
organized under the laws of the State of Idaho ("City"), and Julie Clemons, an individual person
("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.")
WHEREAS,the City desires that public art will be a component of Meridian City Hall
by the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian
City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point
Gallery");
WHEREAS, the Meridian Arts Commission ("Commission") recommends to the
Meridian City Council that Artist's artwork be displayed in Initial Point Gallery;
WHEREAS,the Meridian City Council accepts such recommendation and directs the
Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery;
and
WHEREAS,the Parties acknowledge that Meridian City Hall is primarily a place of
public business, that Initial Point Gallery is a public place, and that while the City seeks to
encourage artistic expression and public dialogue, the City must simultaneously ensure that
Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and
perspectives feel welcome and comfortable;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged and agreed, and in consideration of the mutual promises and
covenants herein contained, the Parties agree as follows:
I. SCOPE OF SERVICES.
Artist shall personally deliver artwork to Initial Point Gallery, on November 4, 2022, at such
time as is specified by the Gallery Curator. Artist shall be responsible for installing such artwork
on November 4, 2022, at the direction of the Gallery Curator; shall allow the display of such
work in Initial Point Gallery from November 4, 2022 through Deember 2, 2022, in accordance
with the terms of this Agreement; and shall be responsible for removal of such artwork on
December 2, 2022, at such time as is specified by the Gallery Curator.
11. COMPENSATION AND SALE OF ARTWORK.
A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the
pleasure of the Meridian City Council. City shall not provide compensation to Artist for
services, work, and/or any activity undertaken pursuant to or related to this Agreement.
B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery
ACCEPTANCE AGREEMENT-INITIAL POINT GALLERY DISPLAY PAGE 1
Item#25.
Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price
shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City
personnel shall not facilitate in any way the sale of Artist's work; any transaction related to
the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's
request that Artist voluntarily donate to the Commission twenty percent(20%) of proceeds
from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of
artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery,
provided that Artist replaces the removed piece with another piece of artwork within twenty-
four(24)hours of such removal. Artist shall coordinate the removal, replacement, and/or
substitution of any and all artwork with the Gallery Curator prior to such activity.
III.TIME OF PERFORMANCE.
Artist shall provide services described in this Agreement in a timely manner, as described herein.
Artist acknowledges and agrees that time is strictly of the essence with respect to this
Agreement, and that the failure to timely perform any of the obligations hereunder shall
constitute a default of this Agreement.
IV.INSTALLATION.
A. Coordination with Curator. Prior to the installation, removal, replacement, and/or
substitution of the display in Initial Point Gallery or any portion or component thereof, Artist
shall coordinate any and all such activity with the Gallery Curator. Artist shall be
responsible for contacting the Gallery Curator at least thirty(30) days prior prior to the date
of delivery of artwork to Initial Point Gallery to confirm details regarding the installation,
removal,publicity, and promotion of the exhibit. Artist's failure to affirmatively contact the
Gallery Curator as required by this paragraph shall constitute a default of this Agreement.
B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may
inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to
ensure compliance with all criteria set forth in the most recent Call to Artists issued for Initial
Point Gallery, and the Application and Acknowledgements Form completed by Artist, as
well as to ensure that such artwork may be safely and appropriately displayed in Initial Point
Gallery. If the Gallery Curator or the City concludes that the display or any portion or
component thereof does not meet the criteria set forth in these enumerated documents, does
not reflect artwork as described to the Commission or the Gallery Curator, or cannot be
safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City
may require the immediate removal of such artwork from Initial Point Gallery. Further, the
Gallery Curator or the City may require the immediate removal of such artwork from Initial
Point Gallery where such removal serves the best interest of the City.
V. DISPLAY.
A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in
Initial Point Gallery shall be, and is, original work conceived and created by Artist.
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 page 405
Item#25.
B. Photographs of artwork. City may photograph the artwork displayed in Initial Point
Gallery, as City may desire for purposes of advertising, marketing, and public information.
Where practicable and to the extent of City's authority, Artist shall be acknowledged on each
such photograph to be the creator of the original subject thereof, provided that photographic
reproductions of artwork shall not be identified as or represented to be the finished artwork.
C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for
purposes of advertising, marketing, and public information, without violation of Artist's
rights of privacy or any other rights Artist may possess under this Agreement,provided that
City shall not use Artist's logo, if any, for any purpose without the express, written
permission of Artist.
D. Use of City's name. City hereby conveys to Artist permission to use City's name for
purposes of advertising, marketing, and public information, without violation of City's rights
of privacy or any other rights City may possess under this Agreement,provided that Artist
shall not use City's logo for any purpose without the express, written permission of the
Mayor's Chief of Staff.
E. Removal of artwork by City. City shall have the right to remove Artist's artwork from
public display at any time and for any reason. Such removal may be temporary or permanent
in nature. Where such artwork is or is intended to be removed from public display for longer
than forty-eight(48)hours, City shall notify Artist in the manner set forth herein. While it is
intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth
herein, this period may be shortened by City for any reason, without notice to the Artist.
F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the
removal, replacement, and/or substitution of any and all artwork prior to such activity,
whether such activity is necessary due to the sale of a piece or for any other reason.
G. Simultaneous display. City may elect to display the work of more than one Artist or
Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner
and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery
Curator.
VI.INDEMNIFICATION,WAIVER,AND INSURANCE.
A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City
and any and all of its employees, agents, volunteers, and/or elected officials from any and all
losses, claims, and judgments for damages or injury to persons or property, and from any and
all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees,
guests, and/or invitees.
B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City,
including the right of contribution for loss and damage to persons or property arising from,
growing out of, or in any way connected with or incident to Artist's performance of this
Agreement, whether such loss or damage may be attributable to known or unknown
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 406
Item#25.
conditions, except for liability arising out of the tortious conduct of City or its officers,
agents or employees.
C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or
damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by
Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the
artwork; of the Artist's person,property, or interests; and/or of the Artist's employees or
agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as
may be required in order to protect Artist's insurable interests for its rights and obligations
described within this Agreement, including,but not limited to, liability insurance, automobile
insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed
in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of,
and/or damage to the artwork prepared for, transported to, transported from, installed or hung
in, and/or displayed in Initial Point Gallery.
VII. TERMINATION.
A. Termination for cause. If City determines that Artist has failed to comply with or is in
default of any term or condition of this Agreement, violated any of the covenants,
agreements, and/or stipulations of this Agreement, falsified any record or document required
to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of
misconduct in the performance of this Agreement; or if either Party willfully or negligently
defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party
shall have the right to terminate the Agreement by providing written notice to the defaulting
party of its intent to terminate, and shall specify the grounds for termination. The defaulting
party shall have two (2) calendar days, not including Sundays or federal holidays, after the
other party mails such notice to cure the default. If the default is not cured within such
period, this Agreement shall be terminated immediately upon mailing of written notice of
termination.
B. Termination without cause. City may immediately terminate this Agreement for any
reason at any time without prior notice to Artist.
C. Termination upon death or incapacity of Artist. This Agreement shall automatically
terminate upon the death or incapacity of Artist.
D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not
be construed as a waiver of a breach of the same or any other provision hereof.
VIII. GENERAL PROVISIONS.
A. Relationship of Parties. It is the express intention of Parties that Artist is an independent
party and 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
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 page 407
Item#25.
employee of City. Both parties acknowledge that Artist is not an employee of City. Artist
shall retain the right to perform services for others during the term of this Agreement.
B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with
any and all applicable federal, state, and local laws.
C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement,
Artist shall not discriminate against any person as to race, creed, religion, sex, age, national
origin, sexual orientation or any physical, mental, or sensory disability.
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, and whether previous to the
execution hereof or contemporaneous herewith. 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. Cumulative rights and remedies. All rights and remedies herein enumerated shall be
cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the
exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of
any other remedy.
G. 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.
H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations
under this Agreement that require or that may require Artist's artistic talent or expertise.
Artist may subcontract or assign obligations that do not require Artist's artistic talent or
expertise. 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.
I. Notice.Any and all notice required to be provided by the Parties hereto, unless otherwise
stated in this Agreement, shall be in writing and shall be deemed communicated upon
mailing by United States Mail, addressed, if to the Artist, to the address written below, and if
to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either parry may change
its respective mailing address by giving written notice of such change in the manner herein
provided.
J. City Council approval required. The validity of this Agreement shall be expressly
conditioned upon City Council action approving the Agreement. Execution of this
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5 page 408
Item#25.
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 written above.
ARTIST:
gz4&_ CA4W'e-��
Ju a Clemons
Address: 4012 W. Nez Perce St.
Boise, ID 83705
Phone: 208 859-6733
E-mail: julie@julieclemons.com
CITY OF MERIDIAN:
BY:
Robert E. Simison, Mayor - -
2022
Attest:
Chris Johnson, City Clerk 4-5-2022
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 6 page 409