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HomeMy WebLinkAboutAcceptance Agreement with Grange Group Art Guild for Display of Artwork in Initial Point GalleryACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN I1~TITIAL POINT GALLERY, MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN I1~IITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made this 10th day of November, 2009 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Grange Group Art Guild, an organization informally organized under the laws of the State of Idaho, whose address is 603 E, Kingsford Drive, Meridian, Idaho ("Artists"). (City and Artists 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, Artists 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 Artists' work for display based on the Proposal, and recommended to the Meridian City Council that Artists' artwork, as depicted in the Proposal, be displayed in Initial Point Gallery; WHEREAS, at its regulaz meeting on February 10, 2009, the Meridian City Council adopted such recommendation and directed the Commission to work with Artists to establish a display of Artists' 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. Artists shall personally deliver to Initial Point Gallery, on November 25, 2009, at 9:00 a.m., or at such time and date as is mutually agreed-upon by the Artists and the Gallery Curator, approximately thirty to forty (30-40) paintings, which pieces shall substantially conform to the description of such artwork set forth in Exhibit B hereto. Artists shall be responsible for hanging such artwork on November 25, 2009 at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from November 25, 2009 to December 31, 2009 in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on December 31, 2009, at 9:00 a.m., or at such time and date as is mutually agreed-upon by the Artists ACCEPTANCE AGREEMENT INITIAL POINT GALLERY DISPLAY PAGE 1 of 6 and the Gallery Curator. II. COMPENSATION AND SALE OF ARTWORK. A. No compensation. Artists shall display their artwork in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Artists for services, work, and/or any activity undertaken pursuant to or related to this Agreement. B. Sale of artwork. Artists 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 Artists' work; any transaction related to the sale of artwork shall be handled solely by Artists. Artists acknowledge the Commission's request that Artists 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, Artists may remove such artwork from the Gallery, provided that the removed piece is replaced with another piece of artwork within twenty-four (24) hours of such removal. Artists 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. Artists shall provide services described in this Agreement in a timely manner, as described herein. Artists acknowledge and agree 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, Artists 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 Artists 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. Artists warrant that any and all artwork provided by Artists for display in Initial Point Gallery shall be, and is, original work conceived and created by 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, Artists 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 Artists' name. Artists hereby convey to City permission to use Artists' name for purposes of advertising, marketing, and public information, without violation of Artists' rights of privacy or any other rights Artists may possess under this Agreement, provided that City shall not use Artists' logo, if any, for any purpose without the express, written permission of Artists. D. Use of City's name. City hereby conveys to Artists 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 Artists 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 Artists' 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 Artists in the manner set forth herein. While it is intended that Artists' 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 Artists. F. Removal of artwork by Artists. Artists 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 Artists 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. Artists shall, and hereby do, 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 ACCEPTANCE AGREEMENT INITIAI, POINT GALLERY DISPLAY PAGE 3 Of 6 and expenses caused or incurred by Artists, their servants, agents, employees, guests, and/or business invitees. B. Waiver. Artists 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 Artists' 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 Artists' 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 Artists in the furtherance of Artists' rights or obligations described herein. Insurance of the artwork; of the Artists' persons, property, or interests; and/or of the Artists' employees or agents shall be the sole responsibility of Artists. Artists shall obtain all necessary insurance as maybe required in order to protect Artists' 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. Artists 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 Artists have 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 party 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 without prior notice to Artists. 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. ACCEPTANCE AGREEMENT INITIAL POINT GALLERY DISPLAY PAGE 4 of 6 VIII. GENERAL PROVISIONS. A. Relationship of Parties. It is the express intention of Parties that Artists are an independent entity, and their members or independent parties, and neither Artists nor the individual members are 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 Artists and City or between Artists and any official, agent, or employee of City. Artists 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, Artists 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, Artists 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. Artists shall not subcontract or assign any of Artists' obligations under this Agreement that require or that may require their artistic talent or expertise. Artists may subcontract or assign obligations that do not require their 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 INITIAL POINT GALLERY DISPLAY PAGE 5 Of f) Artists: Grange Group Art Guild Attn: Will Nelson 603 E. Kingsford Drive Meridian, Idaho 83642 (208)884-3225 will@wnelson.com Gallery Curator: Dwight Williams Meridian Arts Commission 33 E. Broadway Ave. Meridian, Idaho 83642 (208) 887-6473 dwight5332@q.com C 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 10th day of November, 2009. ARTISTS: GRANGE GROUP ART GUILD .~~`~ Will Nelson STATE OF IDAHO ) ~,,/~ ss: County of ~ ) I HEREBY CERTIFY that on this ~ ~rday of Oc~.~e,,e 2009, before the undersigned, a Notazy Public in the State of Idaho, personally appeared Will Nelson, known to me to be the person who executed the said instrument, and acknowledged to me that she executed th IN WITNESS WHEREO;~~pt my hand and affixed my official seal, the day and yeaz in this certificate first above written. a .~ _ L i Notary P~fblic for Idaho Residing at O Idaho My Commission Expires: ' / ' 020 CITY OF MERIDIAN: O Tammy de erd, Mayor ~,~~`,~~ ~ ®,q'''.,~ ,~ G, ~, , ~,oe~o~aTFa -. -, Attest: Jaycee man, City Clerk ~ ~~L o"' ~~ ` 9 ~S ~ .ro •• ACCEPTANCE AGREEMENT :, Q~ T 1S ~ ~.~ INITIAL POINT GALLERY DISPLAY ''., C®~"~,\\~~~~~~~\ PAGE 6 of 6 Exhibit A ~Y, Meridian ~ Commission Call for Artists: 2009 INITIAL POINT GALLERY SERIES OVERVIEW: The Meridian Arts Commission (MAC) seeks proposals for the 2009 Initial Point Gallery Series, a series of two-month exhibitions in Initial Point Gallery. Initial Point Gallery is located on the third floor of Meridian City Hall (33 E. Broadway, Meridian, Idaho), and is open to the public during City working hours. Initial Point Gallery provides 120 feet of total wall space-60 feet on either side of a generous space; featured artists or organizations must be prepared to fill all or half of the gallery with their works. MAC requests that artists voluntarily donate to MAC 20•~ of proceeds from works sold due to their display in Initial Point Gallery. ELIGIBILITY: The 2009 Initial Point Gallery Series is to be comprised solely of professional-quality, ready-to-hang, two-dimensional, original art that is conceived and created by artists who live or work in Idaho's Treasure Valley. Artwork on paper and/or with mats must be under glass or acrylic. No piece will be displayed which: cannot be safely hung using the gallery's system; requires unusual maintenance, handling, or security; or is disruptive or likely to offend the sensibilities of the general public. Each piece to be displayed will be evaluated for its compliance with these general requirements; selected artists or organizations will be asked to enter into an Acceptance Agreement with the City setting forth specific conditions of display. PROPOSAL REQUIREMENTS: Artists or organizations wishing to display work in the 2009 Initial Point Gallery Series must provide the following materials and information to MAC in order to be considered for selection. • Completed, signed Application & Acknowledgements form; • Biography of the artist or informational statement regarding organization; • Letter of intent; -- • Up to five digital images representational of the artist/organization's work, on a CD; and • $35 gallery maintenance fee. Details and forms are available at the City's website, http://www.meridiancity.org or by a-mail request to mac@meridiancity.org. Materials submitted for consideration cannot be returned. DEADLINE: All proposals must be received by MAC by 5:00 p.m. on Friday, February 6, 2009. ,r SELECTION PROCESS: The selection of art for the 2009 Initial Point Gallery Series will be made by MAC. MAC will notify a selected artist or organization that their work has been chosen for display in Initial Point Gallery by letter sent U.S. Mail. In reviewing eligible proposals or portfolios, the following factors will be considered: • Quality of work; • Appropriateness of subject and concept for a functioning government workplace; Consistency with City policy and community values; and • Contribution to aesthetic and cultural atmosphere of Meridian City Hall. RESOURCES PROVIDED UPON SELECTION: The City of Meridian will provide selected artists/organizations with the following resources: • Skilled, experienced volunteers to assist with hanging and taking down each piece of artwork; • Track system for hanging art, using wires that are attached to hooks; • Space for artist information and/or an information board; and • Publicity of the exhibit through local media and other informational forums. CONTACT MAC: By mail: Meridian Arts Commission Attn: 2009 Initial Point Gallery Series 33 East Broadway Meridian ID 83642 By a-mail: mac@meridiancity.org Exhibit 6 N6eridirlrl C®mmissierl Appticotion Ft Acknowledgments: 200-INITIAL POINT GALLERY SERIES ARTIST/ORGANIZER CONTACT INFORMATION: Check one: ^ I am submitting this form as an individual artist. ^ 1 am submitting this form on behalf of an organs Artist/Org. Name: Organizer name: E-mail address: Mailing Addre~: Physical Address: Phone numbers: APPLICATION OVERVIEW: Check one: ^ I/we propose to fill one half of Initial Point Gallery with artwork. ~ I/we propose to fill the entire Initial Point Gallery with artwork. Number of pieces: 3 0 -Y~ Average size of pieces: /~ k ~o ~~ L.~fS APPLICATION MATERIALS: ,~ Completed, signed Application l't Acknowledgements Form PJ Biography of artist or informational statement regarding organization, no longer than one 8%z x 11"page; J~" A letter of intent, describing: tea. Artist/Organization's vision for and/or theme of the proposed display; mob. Number, dimensions, prices, and medium or media utilized in the works to be displayed; ~ c. Any publidty that the Artist/Organization plans to undertake if selected; and/or ~' d. Any atypical issues or challenges regarding hanging or display of the works proposed for display. ~` Up to five digital images representational of the artist's/organization's work on a CD, resolution of 300 dpi at a minimum size of 5xT ; ih . jpg format: Please name each image file with artist last name or organization name and the title of the work (e.g.: name.title. jpg). ' Materials submitted will `not be returned. Damaged or non-compliant CDs and/or images will not be considered. Images will not be accepted via a-mail. !~" $35 gallery maintenance fee, check made payable to-the Meridian Arts Commission. This fee is nonrefundable. :~ HANGING INFORMATION: Initial Point Gallery is equipped with a track system for hanging exhibits. Artwork displayed in the gallery will be hung from cables using hooks, and therefore must be equipped with one D ring on the back of the frame, or two D rings on the side rails on the back of the frame, as illustrated below. Wires or eyehooks may S?2 be used for hanging, and clip frames are not allowed. .. - Day: _B8y-3~2.s- Evening: BBB/-~3z~ Celt: 6~3i- ~yoly Proposal submitted for consideration by the Meridian Arts Commission, re: Initial Point Gallery The Grange Group Artists Guild respectfully requests an opportunity to exhibit member paintings in the Gallery space in the new Meridian City Hall. The Grange Group is composed of a diverse assembly of artists from across the Treasure Valley. All have studied painting wfth area artist Will Nelson.These students range from college students to seniors age 84 plus.The Guild is primarily composed of adults who have returned to pursuing artistic endeavors after raising families or upon retiring from a wide range of careers. Some are working professionals and former teachers,. All paintings submitted are of a quality in keeping with public viewing standards. Some have been shown nationally and have achieved recognition and awards in national competition. The number of works reflects the variety of sizes proposed far exhibft. There are a couple of larger works and a mix of standards (averaging 11x14 / 16k20 ). This group is also producing a variety of miniatures and small paintings. If the MAC grants an exhibition ft may be possible to incorporate a visiting appearance of additional classic miniature paintings from east coast art societies. There appears to be a resurgence of interest ,~- . in the jewel like qualities of miniature paintings which might appeal to the viewing public. This would add to publicity notice with the area media. The Grange publishes a monthly news paper distributed throughout the neighboring communities which would feature coverage of an exhibit. Meridian's central location among the Grange facilities is ideal for this proposal. Addendum The number of entries noted in our proposal is based, in part, on timing of an exhibit. Late Summer (Sept./Oct.) will allow for a schedule of painting throughout the coming summer months. Hopefully this will be considered in reviewing our proposal. This would provide a time frame to accommodate the MAC requirement for "original art°. Also, in defining inclusion of some larger works in our total number for exhibit, Guild member and instructor Will Nelson can provide original pieces commissioned by Idaho Power's environmental Department.Thes® can be included along wdh a statement of purpose from Idaho Power...which maybe of interest to the general public. This would, of course, be subject to review and approval by the MAC. Please contact Will Nelson with any questlons Commission members may have regarding the Grange Group Art Guild or content of the exhibit proposed in this form. ~`~~~~~~ ~ -~-d9 ~Y •t ~ Exhibit C ACKNOWL DGMENT I, ,hereby acknowledge the following stipulations and agree that if my/my organization's art work is selected for display at Initial Point Gallery, such display shall occur subject to these general terms and conditions, as well as subject to other spedfic terms and conditions that shall be set forth in a separate, written Acceptance Agreement between-myself and the City of Meridian. I specifically acknowledge that: t~ A. Before my work will be displayed in Initial Point Gallery, I will be required to enter into an Acceptance Agreement with the City of Meridian establishing the specific terms and conditions of the display of the particular works displayed. B. If my work is selected for display in Initial Point Gallery, the Cfty of Meridian and its agents will exercise professional care in handling and securing all artwork displayed in Initial Point Gallery, but cannot and will not assume liability for any loss or damage. C. Any insurance of the art work displayed in Initial Point Gallery shalt be the sole responsibility of the artist. The City of Meridian shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery. ~D. While art work displayed in Initial Point Gallery may be passively offered for sale by means of an informational table, board, or handout as provided or allowed by the City of Meridian, no piece displayed in Initial Point Gallery may have a visible price tag. E. While it is intended that each exhibit in Initial Point Gallery will be displayed for aone- to two-month period, this period may be shortened by the City of Meridian for any reason, without notice to the artist or organization. ~F. The City may di~lay the work of more than one.artist or organization in Initial Point Gallery at any time, at the City's sole discretion. ~ G. Art work submitted for display in Initial Point Gallery must be original works conceived and created by the artist (or by artist members of the organization) submitting this application. H. 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 simultaneously ensure that City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable. To this end, only artists and art work meeting the eligibility standards '~`` described in the Call for Artists and following the terms set forth in the Acceptance Agreement shall be displayed in Initial Point Gallery. I do acknowledge and understand each and all of the foregoing stipulations and do agree to these general terms and conditions. ~~ Signature: Print name: _ ~'v' L L ~L S o~c! Date: ~ 3 ' ~ o o y To propose an exhibition in Initial Point Gallery, please submit this form, completed in full, with the required materials and fee, via U.S. mail, to: Meridian Arts Commission Attn: Initial Point Gallery 33 East Broadway Meridian ID 83642 Thank you for your interest!