HomeMy WebLinkAboutAcceptance Agreement with Kristin Dam for Display of Artwork in Initial Point GalleryACCEPTANCE AGREEMENT:
DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL
This ACCEPTANCE AGREEMENT: TERMS AND CONDITIONS OF DISPLAY OF
ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made
this I ~ day of ~ 2009 ("Effective Date"), by and between the City'of Meridian, a
municipal corporation organized under the laws of the State of Idaho ("City"), and Kristin Dam, an
individual person whose address is 13249 N. Dechambeau Way, Boise, Idaho ("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 and to
that end, the Meridian Arts Commission issued the Call to Artists attached hereto as Exhibit A, seeking
proposals for 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, in response to the Call to Artists, Artist did submit a proposal, comprised of the
materials attached hereto as Exhibit B ("Proposal"), for the display of artwork in Initial Point Gallery;
WHEREAS, on February 9, 2009, the Meridian Arts Commission ("Commission") reviewed
the responses to the Call to Artists, selected Artist's work for display based on the Proposal, and
recommended to the Meridian City Council that Artist's artwork, as depicted in the Proposal, be
displayed in Initial Point Gallery in or azound March 27, 2009 to Apri124, 2009;
WHEREAS, at its regulaz meeting on February 10, 2009, the Meridian City Council adopted
such recommendation and directed the Commission to work with Artist to establish a display of
Artist's artwork in Initial Point Gallery in or azound Mazch 27, 2009 to April 24, 2009; 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 Ha11 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 to Initial Point Gallery, on Mazch 27, 2009, at 9:00 a.m., or at such
time and date as is mutually agreed-upon by the Artist and the Gallery Curator, approximately
fourteen (14) watercolor paintings, which paintings shall substantially conform to the description of
such artwork set forth in Exhibit B hereto. Artist shall be responsible for hanging such artwork on
Mazch 27, 2009 at the direction of the Gallery Curator; shall allow the display of such work in
Initial Point Gallery from Mazch 27, 2009 to Apri124, 2009 in accordance with the terms of this
Agreement; and shall be responsible for removal of such artwork on Apri124, 2009, at 9:00 a.m., or
at such time and date as is mutually agreed-upon by the Artist and the Gallery Curator.
ACCEPTANCE AGREEMENT PAGE 1 Of 6
INITIAL POINT GALLERY DISPLAY
II. COMPENSATION AND SALE OF ARTWORK.
A. No compensation. Artist shall display her 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
Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price shall
be displayed on or be proximate to any artwork 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.
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 Call to Artists attached hereto as Exhibit A,
and the Application and Acknowledgements Form attached hereto as Exhibit C, 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 Exhibits A and C, does not reflect artwork as described
and depicted in the Proposal set forth in Exhibit B, 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.
ACCEPTANCE AGREEMENT
INITIAL POINT GALLERY DISPLAY PAGE 2 Of 6
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.
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
photographic reproduction 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 Executive
Assistant.
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 about one (1) month,
this period may be shortened by City for any reason, with immediate 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 properly, and from any and
all losses and expenses caused or incurred by Artist, her servants, agents, employees, guests,
and/or business invitees.
ACCEPTANCE AGREEMENT
INITIAL POINT' GALLERY DISPLAY PAGE 3 of 6
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. TERNmvATIUN.
A. Termination for cause. If City determines that Artist has failed to comply with 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 giving written notice to the defaulting party of its intent to terminate, and shall
specify the grounds for termination. The defaulting parry shall have twenty-four (24) hours
after receipt of such notice to cure the default. If the default is not cured within such period,
this Agreement shall be terminated upon mailing of written notice of such termination by the
terminating party
B. Termination without cause. City may immediately terminate this Agreement for any reason at
any time with immediate 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.
ACCEPTANCE AGREEMENT
INrrtAi. PonvT GALLERY DISPLAY PAGE 4 of 6
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 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.
I3[. Successors and Assigns. Artist shall not subcontract or assign any of Artist's obligations
under this Agreement that require or that may require her artistic talent or expertise. Artist may
subcontract or assign obligations that do not require her 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 as follows:
ACCEPTANCE AGREEMENT
INTI'IAL POINT' GALLERY DISPLAY PAGE 5 Of 6
Artist:
Kristin Dam
1329 N. Dechambeau Way
Boise, Idaho 83714
(208) 229-0125
kikidam@cableone.net
Gallery Curator:
Dwight Williams
Meridian Arts Commission
33 E. Broadway Ave.
Meridian, Idaho 83642
(208) 887-6473
dwight5332@q.com
Crt :
Emily Kane, Deputy City Attorney
City of Meridian
33 E. Broadway Ave.
Meridian, Idaho 83642
(208) 898-5506
ekane@meridiancity.org
Any party may change its respective address for the purpose of this paragraph 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 > ~
day of ~/?a,,~ c ~~- , 2009.
ARTIST:,-
~~
.~ ~G~
Kristin Dam
STATE OF IDAHO )
ss:
County of cl rn- }
[ HEREBY CERTIFY that on this ! (c day of 1~'1~ r~ lam-, 2009, before the undersigned, a Notary Public in the
State of Idaho, personally appeared ~r,'s+ i ~ ~~known to me to be the person who executed the said instrument,
and acknowledged to me that she executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and yeaz in this
certificate first above written.
`\e.~`~~'~y '9~''%~~' Notary Public for Idaho
\~ TFO ~. Residing at ~ a i S-~ ,Idaho
My Commission Expires: 11-- 2 3 - 1 9
~~
~ OF IAN.
~~ ,.~0 T 1S'~ . ~.
~ ~`
'~`'ammy eerd, Mayor
0
Attest:
ayce olman, Clerk
ACCEPTANCE AGREEMENT
INr17AL POINT GALLERY DISPLAY
PAGE 6 of 6