HomeMy WebLinkAboutEileen Gay Five Mile Creek Pathway TrailHub Public Art Acceptance Agreement ACCEPTANCE AGREEMENT FOR PUBLIC ART AT
FIVE MILE CREEK PATHWAY TRAILHUB: "WATER METRICS"
This ACCEPTANCE AGREEMENT is made this22nd day of August ,2023
("Effective Date"),by and between the City of Meridian, a municipal corporation organized under the
Iaws of the State of Idaho("City"),and Eileen Gay,a sole proprietor whose address is 2051 Canal
Road,Sparks,Nevada("Artist"). (City and Artist may hereinafter be collectively referred to as
"Parties.")
WHEREAS,on July 5, 2023,Artist installed at Five Mile Creek Pathway Trailhub artwork
entitled"Water Metrics,"a concrete sculptural mosaic gateway("Artwork");
WHEREAS,on December 6,2022,City and Artist entered into a Professional Services
Agreement for Fabrication and Installation of Five Mile Creek Pathway Artwork("December 6, 2022
Agreement")that includes, in Section II.C.6.b,a requirement that the parties enter into a mutually
agreed-upon acceptance agreement as a condition of the City's Final Acceptance of the artwork
designed,created,and installed by Artist pursuant to the December 6,2022 Agreement;
NOW,THEREFORE,for good and valuable consideration,the receipt and sufficiency of
which is hereby,and in the December 6,2022 Agreement,acknowledged and agreed,and in
consideration of the mutual promises and covenants herein contained,the Parties agree as follows:
I.INDEMNIFICATION.
Artist hereby indemnifies and saves and holds harmless City and its respective employees,elected
officials,agents,guests,volunteers,and/or business invitees, from any and all liabilities,losses,claims,
actions,and/or judgments for damages,expenses,and/or injury to any person or property caused or
incurred by or as the result of the performance of or failure to perform any work or service under or
related to the December 6,2022 Agreement.
Artist specifically hereby indemnifies and saves and holds harmless City and its respective employees,
elected officials,agents,guests,and/or business invitees,from any and all liabilities,losses,claims,actions,
judgments for damages,expenses,or injury to any person or to property arising as a result of:
A. Artist's failure,or the failure of any agent,employee,or subcontractor of Artist to exercise
reasonable care,skill or diligence in the performance of any work or service under or related to
the December 6, 2022 Agreement and any and all addenda thereto;
B. Any breach of any representation,warranty or covenant made by Artist,or by any of Artist's
agent(s),employee(s),or subcontractor(s);
C. Artist's infringement of or upon any intellectual property rights,whether intentional or
unintentional,known or unknown, including any copyright or patent arising out of the
reproduction or use in any manner of any plans,designs,drawings,specifications, information,
material, sketches,notes or documents created by Artist in the performance of any work or
service under the December 6,2022 Agreement and any and all addenda thereto; and/or
ACCEPTANCE AGREEMENT
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D. The malfunction,breakage,or failure of the artwork,or any portion or component thereof,
created and installed under the December 6,2022 Agreement and any and all addenda thereto.
II.WAIVER.
Artist hereby waives and releases,on behalf of Artist,Artist's employees,agents,heirs,executors,
administrators,assigns, and/or personal representatives,any and all claims and/or rights for damages
Artist now has or may hereafter have against the City of Meridian and/or its employees,elected
officials,agents, guests, and/or business invitees, suffered in connection with or arising out of the
performance of any work or service under or related to the December 6, 2022 Agreement. Except as
otherwise expressly delineated in the December 6,2022 Agreement, Artist hereby waives any and all
right,title,or interest in the Artwork and/or all items created under,assembled pursuant to,and/or
otherwise related to the December 6,2022 Agreement and any and all addenda thereto.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the Effective
Date first written above.
ARTIST:
EAdinGay
CITY OF ME AN:
BY:
Robert E. Siniison, Mayor 8-22-2023
Attest:
Chris Johnson,City Clerk 8-22-2023
ACCEPTANCE AGREEMENT
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