9-5-18 Nadene Kranz AgreementACCEPTANCE AGREEMENT – INITIAL POINT GALLERY DISPLAY PAGE 1
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 ____ day of ___________,
201__ (“Effective Date”), by and between the City of Meridian, a municipal corporation
organized under the laws of the State of Idaho (“City”), and Nadene Kranz, 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
and to that end, the Meridian Arts Commission has invited Artist 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.
Artist shall personally deliver to Initial Point Gallery, on Friday, November 30, 2018, at such
time as is specified by the Gallery Curator, artwork which shall substantially conform to the
description of such artwork set forth in Exhibit B hereto. Artist shall be responsible for hanging
such artwork on Friday, November 30, 2018, at the direction of the Gallery Curator; shall allow
the display of such work in Initial Point Gallery from Friday, November 30, 2018 through
Thursday, January 31, 2019, in accordance with the terms of this Agreement; and shall be
responsible for removal of such artwork on Friday, February 1, 2019, 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 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
ACCEPTANCE AGREEMENT – INITIAL POINT GALLERY DISPLAY PAGE 2
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 between November 02, 2018 and
December 03, 2018 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 Call to Artists attached
hereto as Exhibit A, and the Application and Acknowledgements Form attached hereto in
Exhibit B, 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 B, does not reflect artwork as described and depicted 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.
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
ACCEPTANCE AGREEMENT – INITIAL POINT GALLERY DISPLAY PAGE 3
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
ACCEPTANCE AGREEMENT – INITIAL POINT GALLERY DISPLAY PAGE 4
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.
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
ACCEPTANCE AGREEMENT – INITIAL POINT GALLERY DISPLAY PAGE 5
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.
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:
Artist: City:
Nadene Kranz Hillary Blackstone
4415 W. Bloom Street Initial Point Gallery Curator
Boise ID 83703 33 E. Broadway Ave.
Meridian ID 83642
►"q aovd
1131D fu 'SOIOD Xtf,D
:Isanv
AV-idsiQ A,xgzzvg imod zvr m - INaKgaxov gDrrvldaooV
JOXL'W `pJaaM ap XUTM l
W.
Nvlcllu2l 1140 AID
ZLMJ I auapnN
L�
:.LSI. Hv
aguo �uauaad snwanoge uaUuM a1t'Q aniIoaj3g
p g.403HIHM
SS3u.LIM KI
i�noadd� IiounoD )(4iD urtp!iow jo aouasgn 31P ut ,UtptiUA 3o 3oojd st, panclsuoo oq jou
tit'gs iLInoiddr so uotjvogijva Bons of loud moiaq paouonjol suoslid age Xq lu3uz3a.2V
snp jo uoiinoaxg •juauza3.2d oqj iumoiddu uoilm iiounoD ,14iD uodn pauotlipuoo
.�issaudxa aq Iregs 1uaw3ajBy snp jo ,44ipiren ags •pa.iinba.i Ienoidds I!aunoj f4!j •p
•papinoid uiajag jauu w ago ur 32uego
gans jo 3311ou uaUunn 2uin12 ,Cq ssa.[ppE OuiliEux anrloadsw sl! 32uugo Xmi �d iatpig
ACCEPTANCE AGREEMENT – INITIAL POINT GALLERY DISPLAY PAGE 7
EXHIBIT A
CALL TO ARTISTS
ACCEPTANCE AGREEMENT – INITIAL POINT GALLERY DISPLAY PAGE 9
EXHIBIT B
ARTIST’S PROPOSAL
ACCEPTANCE AGREEMENT – INITIAL POINT GALLERY DISPLAY PAGE 9