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HomeMy WebLinkAboutCapitol Contemporary Gallery (Evolutions, LLC.)Display of Artwork Initial Point Gallery 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 23rd day of May 20 23 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Capitol Contemporary Gallery, an assumed business name for Evolutions, LLC, a limited liability company organized under the laws of the state of Idaho ("Organization"). (City and Organization may hereinafter be collectively referred to as "Parties.") WHEREAS, 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 Organization's artwork be displayed in Initial Point Gallery; WHEREAS, the Meridian City Council accepts such recommendation and directs the Commission to work with Organization to establish a display of Organization'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. Organization shall personally deliver artwork to Initial Point Gallery, on December 4, 2023, at such time as is specified by the Arts and Culture Coordinator. Organization shall be responsible for installing such artwork on December 4, 2023, at the direction of the Arts and Culture Coordinator; shall allow the display of such work in Initial Point Gallery from December 4,2023 through February 5, 2024, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on February 5, 2024, at such time as is specified by the Arts and Culture Coordinator. II. COMPENSATION AND SALE OF ARTWORK. A. No compensation. Organization's artwork shall be displayed in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Organization or any member thereof for services, work, and/or any activity undertaken pursuant to or ACCEPTANCE AGREEMENT-INITIAL POINT GALLERY DISPLAY PAGE 1 related to this Agreement. B. Sale of artwork. Organization or its members may, at the direction of and in the manner established by the Arts and Culture Coordinator, 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 Organization's work; any transaction related to the sale of artwork shall be handled solely by Organization. Organization acknowledges the Commission's request that Organization or its members 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, Organization may remove such artwork from the Gallery, provided that Organization replaces the removed piece with another piece of artwork within twenty-four (24) hours of such removal. Organization shall coordinate the removal, replacement, and/or substitution of any and all artwork with the Arts and Culture Coordinator prior to such activity. III.TIME OF PERFORMANCE. Organization shall provide services described in this Agreement in a timely manner, as described herein. Organization 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 Arts and Culture Coordinator. 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 Arts and Culture Coordinator. Organization shall be responsible for contacting the Arts and Culture Coordinator 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 Arts and Culture Coordinator as required by this paragraph shall constitute a default of this Agreement. B. Inspection of display. Prior to or after installation, the Arts and Culture Coordinator and/or the City may inspect and/or review the artwork proposed by Organization for display in Initial Point Gallery 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 Arts and Culture Coordinator 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 Arts and Culture Coordinator, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Arts and Culture Coordinator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further,the Arts and Culture Coordinator 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. ACCEPTANCE AGREEMENT-INITIAL POINT GALLERY DISPLAY PAGE 2 V. DISPLAY. A. Original artwork. Organization warrants that any and all artwork provided by Organization for display in Initial Point Gallery shall be, and is, original work conceived and created by Organization's member artists. 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, the 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 Organization's name. Organization hereby conveys to City permission to use Organization's name and/or logo for purposes of advertising,marketing, and public information, without violation of Organization's rights of privacy or any other rights Organization may possess under this Agreement. D. Use of City's name. City hereby conveys to Organization 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 Organization 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 Organization'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 Organization in the manner set forth herein. While it is intended that Organization'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 Organization. F. Removal of artwork by Organization. Organization shall coordinate with the Arts and Culture Coordinator 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 Organization 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 Arts and Culture Coordinator. ACCEPTANCE AGREEMENT-INITIAL POINT GALLERY DISPLAY PAGE 3 VI.INDEMNIFICATION,WAIVER,AND INSURANCE. A. Indemnification. Organization and each of its members 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 Organization or Organization's members, servants, agents, employees, guests, and/or invitees. B. Waiver. Organization and each of its members 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 Organization'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 Organization'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 Organization in the furtherance of Organizations' rights or obligations described herein. Insurance of the artwork; of related persons, property, or interests; and/or members, employees, or agents shall be the sole responsibility of Organization and/or its members. Organization and its members shall obtain all necessary insurance as may be required in order to protect Organization'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. Organization 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 Organization or any of its members 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)business days 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 Organization. ACCEPTANCE AGREEMENT-INITIAL POINT GALLERY DISPLAY PAGE 4 C. Termination upon death or incapacity of Organization. This Agreement shall automatically terminate upon the death or incapacity of Organization. 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 Organization and its members are independent parties and not employees, agents,joint venturers, or partners of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Organization and City; between Organization and any official, agent, or employee of City; between any member of Organization and City; or between any member of Organization and any official, agent,or employee of City. All parties acknowledge that neither Organization nor its members are employees of City. Organization 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, Organization 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, Organization 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. Organization shall not subcontract or assign any of Organization's obligations under this Agreement that require or that may require Organization's artistic ACCEPTANCE AGREEMENT-INITIAL POINT GALLERY DISPLAY PAGE 5 talent or expertise. Organization may subcontract or assign obligations that do not require Organization'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 Organization, 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 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. K. Warranty of authority. The party signing below on behalf of Organization ("Signatory") expressly warrants that, to the extent set forth herein, Signatory is duly authorized to act as the representative and agent of Organization. Signatory further warrants that Signatory is authorized to bind Organization and its members to the obligations set forth herein, and to accept the liabilities as established herein on behalf of Organization and its members. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the Effective Date written above. ORGANIZATION: Capitol Contemporary Gallery R�ndj Van Dyck, Owner CITY OF MERIDIAN: BY: Robert E. Simison, Mayor 5-23-2023 Attest: Chris Johnson, City Clerk 5-23-2023 ACCEPTANCE AGREEMENT-INITIAL POINT GALLERY DISPLAY PAGE 6