Boise Open Studios Collective - Display of Art Intial Point Gallery Item#14.
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 1 st day of December
20-2.0-("Effective Date"),by and between the City of Meridian, a municipal corporation
organized under the laws of the State of Idaho ("City"), and Boise Open Studios Collective
Organization., a non-profit association organized under the laws of the state of Idaho
("Organization"). (City and Organization may hereinafter be collectively referred to as
"Parties.")
WHEREAS, City desires that public art will be a component of Meridian City Hall by
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, the Meridian Arts Commission("Commission")recommends to the
Meridian City Council that Organization's artwork be displayed in Initial Point Gallery;
WHEREAS, the Meridian City Council accepts such recommendation and directs the
Commission to work with Organization to establish a display of Organization's 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.
Organization shall personally deliver artwork to Initial Point Gallery, on February 5, 2021, at
such time as is specified by the Gallery Curator. Organization shall be responsible for installing
such artwork on February 5,2021,at the direction of the Gallery Curator; shall allow the display
of such work in Initial Point Gallery from February 5, 2021 through March 4, 2021, in
accordance with the terms of this Agreement;and shall be responsible for removal of such
artwork on March 5,2021,at such time as is specified by the Gallery Curator.
II. COMPENSATION AND SALE OF ARTWORK.
A. No compensation. Organization's artwork shall be displayed in Initial Point Gallery at the
pleasure of the Meridian City Council. City shall not provide compensation to Organization
or any member thereof for services, work,and/or any activity undertaken pursuant to or
related to this Agreement.
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B. Sale of artwork. Organization or its members 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 Organization's
work; any transaction related to the sale of artwork shall be handled solely by Organization.
Organization acknowledges the Commission's request that Organization or its members
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, Organization may remove such artwork from the Gallery,provided
that Organization replaces the removed piece with another piece of artwork within twenty-
four(24) hours of such removal. Organization 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.
Organization shall provide services described in this Agreement in a timely manner,as described
herein. Organization 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,
Organization shall coordinate any and all such activity with the Gallery Curator.
Organization 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. Organization'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 Organization 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.
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V. DISPL
A. Original artwork. Organization warrants that any and all artwork provided by Organization
for display in Initial Point Gallery shall be,and is,original work conceived and created by
Organization's member 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, the artist shall be 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 Organization's name. Organization hereby conveys to City permission to use
Organizations name and/or logo for purposes of advertising,marketing, and public
infonnationrut=vian Qat► a's.t :a ,:or any other rights
Orgauiz ntay"suss under this Agrement.
D. Uk of City's name. City hereby conveys to Organization permission to use Cis 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
Organization shall not use City's logo for any purpose without the express, written
perms ' for°s Chief of Staff.
E.-Removal of artwork by City. City shall have the right to remove Organization'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 fortp.,bfgpit(48) hook;--cfty shall notify Organization in the manner
W:• set forth herein. While it is intended that Organization's artwork will be displayed in Initial
Point Gallery for the pomiod set forth herein,this periodmay be shortened by City for any
reason,without notice to the Organization.
F. Removal of artwork by Organization. Organization shall cooed 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 Organization 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-INDRMNIFICATION WAIVER AND INSURANCE.
A. Indemnification. Organization and each of its members 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
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persons or property, and from any and all losses and expenses caused or incurred by
Organization or Organization's members, servants,agents,employees, guests, and/or
invitees.
B. Waiver. Organization and each of its members 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
Organization'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 Organization'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 Organization in the furtherance of Organizations' rights or obligations
described herein. Insurance of the artwork;of related persons, property, or interests;and/or
members,employees,or agents shall be the sole responsibility of Organization and/or its
members. Organization and its members shall obtain all necessary insurance as may be
required in order to protect Organization"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. Organization 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 Organization or any of its members 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) business days 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 Organization.
C. Termination upon death or incapacity of Organization. This Agreement shall
automatically terminate upon the death or incapacity of Organization.
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.
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VIII. GENERAL PROVISIONS.
A. Relationship of Parties. It is the express intention of Parties that Organization and its
members are independent parties and not 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 Organization and City; between
Organization and any official,agent, or employee of City;between any member of
Organization and City; or between any member of Organization and any official, agent, or
employee of City. All parties acknowledge that neither Organization nor its members are
employees of City. Organization 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, Organization 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,
Organization 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. Organization shall not subcontract or assign any of Organization's
obligations under this Agreement that require or that may require Organization's artistic
talent or expertise. Organization may subcontract or assign;obligations that do not require
Organization'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.
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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, if to the Organization, to the address written
below, and if to the City, to: 33 E. Broadway Avenue, Meridian, Idaho,8364.. Either party
may change its respective mailing address 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.
K. Warranty of authority. The party signing below on behalf of Organization("Signatory")
expressly warrants that,to the extent set forth herein, Signatory is duly authorized to act as
the representative and agent of Organization. Signatory further warrants that Signatory is
authorized to bind Organization and its members to the obligations set forth herein, and to
accept the liabilities as established herein on behalf of Organization and its members.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
Effective Date written above.
ORGANIZATION:
Boise Open Studios Collective Organization
onnie Peacher
Evernts Chairperson f
Address: if .f
00 1 e /D
Phone:
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E-mail: d� r
CITY OF MERIDIAN:
BY:
Robert E. SImison, Mayor
Attest:
Chris Johnson, City Clerk
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