Shaun Muscolo Display of Art Inital 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 20("Effective Date"), by and between the City of Meridian, a municipal corporation
organized under the laws of the State of Idaho ("City"), and Shaun Muscolo, 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
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 Artist's artwork be displayed in Initial Point Gallery;
WHEREAS,the Meridian City Council accepts such recommendation and directs the
Commission to work with Artist to establish a display of Artist'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.
Artist shall personally deliver artwork to Initial Point Gallery, on April 2, 2021, at such time as is
specified by the Gallery Curator. Artist shall be responsible for installing such artwork on April
2, 2021, at the direction of the Gallery Curator; shall allow the display of such work in Initial
Point Gallery from April 2, 2021 through May 6, 2021, in accordance with the terms of this
Agreement; and shall be responsible for removal of such artwork on May 7, 2021, 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
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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 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 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. 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 most recent Call to Artists issued for Initial
Point Gallery, and the Application and Acknowledgements Form completed by Artist, 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.
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.
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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 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 known or unknown
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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 any official, agent, or
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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, if to the Artist, to the address written below, and if
to the City, to: 33 E. Broadway Avenue, Meridian, Idaho, 83642. Either parry 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
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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.
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ARTIST:
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CITY OF MERIDIAN:
BY:
TRobert E. SImison, Mayor
Attest:
Chris Johnson, City Clerk
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