Cara Hinkson on behalf of West Ada School Display of Art Initial 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 1st 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 Cara Hinkson("Organizer"), on behalf of the
West Ada School District("District"). (City and Organizer 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 District 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.
Organizer shall deliver artwork to Initial Point Gallery, on May 7, 2021, at such time as is
specified by the Gallery Curator. Organizer shall be responsible for installing such artwork on
May 7, 2021 at the direction of the Gallery Curator; shall allow the display of such work in
Initial Point Gallery from May 7, 2021 through June 3, 2021, in accordance with the terms of
this Agreement; and shall be responsible for removal of such artwork on June 4, 2021, at such
time as is specified by the Gallery Curator. Organizer 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.
II. 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
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 1 page 234
Item#14.
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.DISPLAY.
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 students
of District, as written and signed by students.
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,permission
for photography is signed by parents/guardians and those permission forms will be provide to
the City prior to display of the art.
C. Use of District's name. District hereby conveys to City permission to use District's name
and/or logo for purposes of advertising, marketing, and public information, without violation of
District's rights of privacy or any other rights District may possess under this Agreement.
D. Use of City's name. City hereby conveys to District permission to use City's name for
purposes of advertising, marketing, and public information,provided that neither Organizer nor
its members shall 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 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
District'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.
F. Removal of artwork by District. 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. Indemnification. On or about January 27, 2015, City and District entered into a"Hold
Harmless and Indemnity Agreement"; such agreement is incorporated herein by reference as
though set forth fully herein.
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 2 page 235
Item#14.
B. Waiver. Organizer and District 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
District'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. Parents/guardians also waive any and all claims and recourse
against City,per the individual forms signed and submitted.
C. Insurance is District'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
District or its members in the furtherance of the respective rights or obligations described
herein. Insurance of the artwork; of the District's or its members' persons, property, or
interests; and/or of the District's or its members' employees or agents shall be the sole
responsibility of District. District or its members 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. District 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. Parents/guardians also waive any and all claims about damage
or loss of art in the individual forms submitted against the District.
D. Permission is District's responsibility. District shall be responsible for obtaining written
permission from the parent or guardian of each student artist whose work is displayed in Initial
Point Gallery, to include acknowledgments that:
l. The City of Meridian will not assume liability for or provide insurance to cover any loss,
theft, or damage of the artwork.
2. By allowing the child's participation, the parents bear all risks, some of which are unknown,
and release and indemnify the City from all related claims for damages.
3. 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.
V. TERMINATION.
A. Termination for cause. If City determines that Organizer, District, or any of its members 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
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 3 page 236
Item#14.
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.
VI.GENERAL PROVISIONS.
A. Compliance with law. Throughout the course of this Agreement, Organizer, District, and
District's members 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,
neither Organizer nor District shall discriminate against any person as to race, creed, religion,
sex, age, national origin, sexual orientation 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. District shall not subcontract or assign any of District's obligations
under this Agreement that require or that may require their artistic talent or expertise. District
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:
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 4 page 237
Item#14.
West Ada School District: City:
Cara Hinkson Initial Point Gallery Curator
WASD Fine Arts Coordinator 33 E. Broadway Avenue
1303 E Central Drive Meridian ID 83642
Meridian ID 83642
Either party may change its respective mailing address by giving written notice of such change
in the manner herein provided.
I. Warranty of authority. Organizer expressly warrants that, to the extent set forth herein,
Organizer is duly authorized to act as the representative and agent of District. Organizer further
warrants that Organizer is authorized to bind District and its members and principals to the
obligations set forth herein, and to accept the liabilities as established herein on behalf of
District and its members and principals.
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
Effective Date written above.
J
ER:
West d hool District
CITY OF MERIDIAN:
BY: Attest:
Robert E. Simison, Mayor Chris Johnson, City Clerk
ACCEPTANCE AGREEMENT—INITIAL POINT GALLERY DISPLAY PAGE 5
Page 238