Idaho Commision on the Arts - Initial Point gallery ACCEPTANCE AGREEMENT:
DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY ALL
This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT
GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the 3rd day of March
2020 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized
under the laws of the State of Idaho ("City"). and the Idaho Commission on the Arts ("ICA"), an
agency of the State of Idaho. (City. and ICA 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 ICA to display artwork in Initial Point
Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 3)3 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:
1. SCOPE OF SERVICES.
ICA shall designate an employee to serve in the role of Organizer for purposes of this
Agreement. Organizer shall deliver artwork to Initial Point Gallery, on December 4, 2020, at
such time as is specified by the Gallery Curator. Organizer shall be responsible for installing
such artwork on December 4, 2020 at the direction of the Gallery Curatorfor display of such
artwork in Initial Point Gallery from December 4, 2020 through January 22, 2021, in accordance
with the terms of this Agreement; and shall be responsible for removal of such artwork on
January 22,2021, at such time as is specified by the Gallery Curator. ICA acknowledges and
agrees that time is strictly of the essence with respect to this Agreement, and that Organizer's
failure to timely perform any of the obligations hereunder shall constitute a default of this
Agreement.
11. 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, Organizer shall
coordinate any and all such activity with the Gallery Curator, Organizer shall be responsible for
contacting the Gallery Curator 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. Organizer's failure to affirmatively contact the Gallery Curator as
required by this paragraph shall constitute a default of this Agreement.
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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 ICA 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 Gallery Curator 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 Gallery Curator, 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.
III.D1SPLAY.
A. Original artwork. Organizer warrants that any and all artwork provided by Organizer for
display in Initial Point Gallery shall be, and is, original work conceived and created by artists
selected by ICA, as certified by such artists.
B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery,
as City may desire for the limited and non-commercial purposes of promotion and public
information.
C. Use of ICA's name. ICA hereby conveys to City permission to use ICA's name and/or logo for
purposes of promotion , and public information, without violation of ICA's rights of privacy or
any other rights ICA may possess under this Agreement.
D. Use of City's name. City hereby conveys to ICA permission to use City's name for purposes of
promotion and public information,provided that neither Organizer nor its agents or invitees
shall use City's logo for any purpose without the express, written permission of the City
Mayor's Chief of Staff.
E. Removal of artwork by City. City shall have the right to remove 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 Organizer in the manner set forth herein. While it is intended that the
artwork provided by ICA 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.
F. Removal of artwork by ICA. Organizer 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.
IV.INDEMNIFICATION WAIVER AND INSURANCE.
A. Apportionment of Liability. City and ICA shall be responsible only for the acts, omissions or
negligence of such agency's own employees. The term "employee" is defined for the purposes
of this section as set forth in Idaho Code Section 6-902. Nothing in this Agreement shall extend
the tort responsibility or liability of either City or ICA beyond that required by the Idaho Tort
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Claims Act, Idaho Code section 6-901 et seq.. Each party shall be responsible for damage to
property of the other party caused by its employees in the performance of the Agreement to the
extent funds are legally available therefore.
B. Waiver. Organizer and ICA 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 Organizer's or ICA'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 is ICA'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 ICA
or its agents or invitees in the furtherance of the respective rights or obligations described
herein. Insurance of the artwork; of the ICA's or its agents' or invitees' persons, property, or
interests; and/or of the ICA's or its invitees, employees, or agents shall be the sole responsibility
of ICA or of such respective parties. ICA or its agents or invitees shall obtain all necessary
insurance as may be required in order to protect those parties' insurable interests for their 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. ICA 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, except as provided for in Section
IV(A) above.
V. TERMINATION.
A. Termination for cause. If City determines that Organizer, ICA, or any of their agents or
invitees have failed to comply with or are 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 Organizer.
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.
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VI.GENERAL PROVISIONS.
A. Compliance with law. Throughout the course of this Agreement, Organizer, ICA, and ICA's
invitees and agents shall comply with any and all applicable federal, state, and local laws.
B. Non-discrimination. In fulfilling or exercising any right or obligation under this Agreement,
Organizer, ICA, and their agents and invitees shall not discriminate against any person as to
race, creed, religion, sex, age, national origin, or any physical, mental, or sensory disability.
C. 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.
D. 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.
E. 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.
F. 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.
G. Successors and assigns. ICA shall not subcontract or assign any of ICA's obligations under
this Agreement that require or that may require their artistic talent or expertise. ICA may
subcontract or assign obligations that do not require 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.
H. 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:
Idaho Commission on the Arts: City:
Executive Director Initial Point Gallery Curator
PO Box 83720 33 E. Broadway Avenue
Boise ID 83720-0008 Meridian ID 83642
Either party may change its respective mailing address by giving written notice of such change
in the manner herein provided.
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1. Warranty of authority. ICA expressly warrants that,to the extent set forth herein, Organizer
is duly authorized to act as the representative and agent of ICA.
J. No personal liability. City specifically understands and agrees that in no event shall any
official, officer, employee or agent of the State be personally liable or responsible for any
representation, statement, covenant, warranty or obligation contained in, or made in connection
with, this Agreement, express or implied.
K. Individual artists' agreement to terms and conditions. Prior to display of artwork in Initial
Point Gallery, ICA shall require from each artist whose work is displayed an Artist Agreement,
attached hereto as Exhibit A and incorporated herein by this reference, informing each artist of
the applicable provisions of sections III and IV of this Agreement, as well as each artist's
acknowledgment of specific terms and conditions, as required by the City.
L. 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
Effective Date written above.
ORGANIZATION:
Idaho Commission on the Arts
Michael Faison
Executive Director
CITY OF MERIDIAN:
BY: Attest:
Robert E. Simison, Mayor Chris Johnson, City Clerk
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EXHIBIT A: ARTIST AGREEMENT
I. This Artist Agreement ("Agreement") is between Idaho Commission on the Arts ("ICA") and the
undersigned artist ("Artist"), wherein Artist agrees to the following terms and conditions prior to
Artist's chosen artwork being displayed at the Initial Point Gallery, located in the City of Meridian
(City), from December 4, 2020 through January 22, 2021.
11. Artist represents and warrants to ICA that the artwork chosen to be displayed in Initial Point
Gallery is freely, solely and fully owned by Artist, and is original work conceived and created by
Artist. Artist further represents and warrants that such ownership includes all rights to its use,display,
copyright,trademark, or otherwise, and that Artist's chosen artwork does not infringe on the rights of
any third party.
III. Artist acknowledges that City is an intended third-party beneficiary. Artist acknowledges and
agrees that City may photograph the artwork displayed in Initial Point Gallery for the limited and
non-commercial purposes of promotion and public information. Artist acknowledges and agrees that
City has the right to remove artwork from public display at any time and for any reason to the extent
permitted by law; such removal may be temporary or permanent in nature. Artist acknowledges that
ICA does not take part in, and is in no way responsible for, any actions taken by City as it relates to
subsection C below. Artist further acknowledges the following terms and conditions, as required by
the City of Meridian:
a. The City of Meridian will not assume liability for or provide insurance to cover any
loss, theft, or damage of the artwork.
b. Artist bears all risks, some of which are unknown, and releases and indemnifies the
City from all related claims for damages caused by or arising out of Artist's display
of the chosen artwork at Initial Point Gallery and Artist's representations set forth
herein.
c. 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 also ensure that City Hall is a place where citizens, employees, and visitors
of diverse ages and perspectives feel welcome and comfortable. To this end, artwork
will be displayed which: is appropriate in subject and content for a functioning
government workplace, is consistent with City policy and community values,
contributes to the aesthetic and cultural atmosphere of Meridian City Hall, and is not
disruptive or likely to offend the general public, in City's sole discretion.
The above terms and conditions are authorized by:
Artist's Printed Name Artist's Signature
Name of Artist's Chosen Piece Date
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