Acceptance Agreement with Dean Estes for Display of Artwork in Initial Point GalleryACCEPTANCE AGREEMENT:
DISPLAY OF ARTWORK IN INITIAL PAINT GALLERY, MERIDIAN CITY HALL
This ACCEPTANCE AGREEMEI~IT; DISPLAY OF ART'~'OR~ IN INITIAL POINT GALLERY,
MERIDIAN CITY HALL "A reement") is made on the ~ day of ~ , 2012 ~"Effective
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" nd between the Ci of Meridian, a municipal corporation organised r the laws of the State of
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Idaho "Cit~ " and Dean Estes, an individual person whose address is 8967 Springhurst Drive, Boise, Idaho
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"Artist" , (Ci and Artist may hereina~er be collectively referred to as "Parties.")
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WHEREAS the Cit desires that public art will be a component of Meridian City Hall and to that end,
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has invited Artist to dis la his artwork in Initial Point Gallery, an art gallery on the third Hoar of Meridian City
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Hall the address of which is ~3 E, Broadway Ave,, Meridian, Idaho (Initial Point Gallery' );
WHEREAS the Parties acknowledge that Meridian City Hali is primarily a place of public business,
that Initial Point Galle is a ublic place, and that while the City seeks to encourage artistic expression and
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ublic dialo ue, the City must simultaneously ensure that Meridian City Hall is a place where citizens,
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em to ees, and visitors of diverse ages and perspectives feel welcome and comfortable,
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N(I~W, THEREFORE, for goad and valuable consideration, the receipt and sufficiency of which is
hereb acknowled ed and a reed, and in consideration of the mutual promises and covenants herein contained,
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the Parties agree as follows;
I, SCOPE OF SERVICES.
Artist shall ersonall deliver artwork to initial Point Gallery, an August 3, 2x12, at 9;00 a.m., or at such
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time and date as is mutually agreed-upon by the Artist and the Gallery Curator. Artist shall be responsible
for installin such artwork on August 3, 2012 at the direction of the Gallery Curator; shall allow the display
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of such work in rnitial Paint Gallery from August 3, 2012 to August 31, 2012, in accordance with the terms
of this A reement; and shall be responsible for removal of such artwork on August 31, 2412, at 9.00 a.m., or
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at such time and date as is mutually agreed upon by the Artist and the Gallery Curator.
II, COMPENSATION AND SALE OF ARTWORK.
A. No com ensation. Artist shall display Artist's artwork in Initial Point Gallery at the pleasure of the
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Meridian Ci Council. City shall not provide compensation to Artist for services, work, and/or any
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activity undertaken pursuant to or related to this Agreement.
B, Sale of artwvrif, Artist may, at the direction of and in the manner established by the Gallery Curator,
assivel offer the artwork on display in rnitial Point Gallery far sale. No price shall be displayed on or
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be roximate to an ieee on display in Initial Point Gallery. City personnel shall not facilitate in any
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wa the sale of Artist's work; any transaction related to the sale of artwork shall be handled solely by
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Artist, Artist acknowledges the Comnnissian s request that Artist voluntarily donat
twent ercent 20% of roceeds from any artwork sold due to its display in Initial Point Gallery, Upon
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the sale of a iece of artwork on display in Initial Point Gallery, Artist may remove such artwork from
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the Galler , rovided that Artist replaces the removed piece with another piece of artwork withintwenty-
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four 24 hours of such removal. Artist shall coordinate the removal, replacement, andlor substitution of
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any and all artwork with the Gallery Curator prior to such activity.
ACCEPTANCE AGREEMENT
INITIAL POINT GALLERY DISPLAY PAGE 1
)(Il.~'IME 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~. INSTAI.I.ATION.
A. Coordination with Curator. Prior to the installation, removal, replacement, and/ar substitution of the
display in Initial Point Gallexy oz• any poz•kion or component thereof, Artist shall coordinate any and all
such activity with the Gallery Curator.
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 Galiety to ensure compliance
with all criteria set forth in the Call to Artists attached hereto as Exhibit f1, as well as to ensure that such
ax•tworlc maybe safely and appropriately displayed in Initial Point Gallery. If the Gallexy Curator or the
City concludes that the display or any portion or component thereof does not meet the criteria set forth in
ExhibitA or cannot be safely and/or appropriately displayed in Initial Point Gallexy, 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
Gallexy shall be, and is, original work conceived and created by Artist,
B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallexy, as City
may desire for purposes of advertising, marketing, and public infox7rxation. Where practicable and to the
extent of City's authority, Az•tist 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 Az•tist may possess under this Agreement, provided that City shall not use Artist's logo, if
any, far 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 Executive Assistant.
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 maybe 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,
ACCxiP•(•ANCE AGREEMENT
INITIAL POINT GALLERY DISPLAY PAGE 2
F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the removal,
replacement, and/or substitution of any and alI 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 INSCIRANCE.
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 alI losses, claims, and
judgments for damages or injury to persons or property, and from any and all losses and expenses caused
ox 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 contribtttian 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
maybe 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 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 ta,
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 any term or condition
of this Agreement, violated any of the covenants, agreements, andlor stipulations of this Agreement,
falsified any record or document required to be prepared under this Agreement, engaged in fraud,
dishonesty, ar 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 giving written notice to the defaulting
party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall
have twenty-four (2d) hours after receipt of such notice to cure the default. If the default is not cured
within such period, this Agreement shall be terminated upon mailing of written notice of such
termination by the terminating party.
B. Termination without cause. City may immediately terminate this Agreement for any reason at any
time without prior notice to Artist,
ACCFP'I•ANC)r AGR88MBNT
INITIAL POINT GALLERY DISPLAY PAGE 3
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 employee of Clty. 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 Iaw. 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 ar 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 patty, whether oral ar written, and whether previous to the execution hereof or
contemporaneous herewith. The tezaxts 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, Cuanulative 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. SeverabiIity. 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:
ACCEPTANCE AGREEMENT
TNrrIAL POINT GALLERY DISPLAY PACE 4
Artist:
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Dean Estes
8967 Springhurst Drive
Boise, ID 83704
deanestes@me.com
Gallery Curator:
Dwight Williams
Meridian Arts Commission
3 3 E. Broadway Ave.
Meridian, Idaho 83642
(208) 887-6473
dwight5332@q.com
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Emily Kane, Deputy City Attorney
City of Meridian
3 3 E. Broadway Ave.
Meridian, Idaho 83642
(208) 898-5506
ekane@meridiancity.org
n a ma Chan a its res ective address for the purpose of this paragraph by giving written notice of
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such change in the manner herein provided.
J. Ci Council a royal re wired. The validity of this. Agreement shall be expressly conditioned upon
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Cit Council action a rovin the A reement. Execution of this Agreement by the persons referenced
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below rior to such ratification or approval shall not be construed as proof of validity in the absence of
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Meridian City Council approval.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this I ~ day of
2012.
BY: 'YJ
3,~adt ~r~t~,,,r.., a~-'~ ~~o,~c,
Attest:
Jaycee Ho an, City Clerk
ACCEPTANCE AGREEMENT
INITIAL POINT GALLERY DISPLAY
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PAGE 5
CITY OF MERIDIAN:
Exhibit A
lvteridian ~ Commission
Cal( for Artists: 2012 INIfiIAL POINT GALLERY SERIES
OVERVIEW;
The Meridian Arts Commission (MAC) seeks proposals for the display of two-dimensional and/or three-dimensional
artwork as part of the 2012 Initial Point Gallery Series, a series of one-month exhibitions in lnitial Paint Gallery. Initial
Point Gallery is located an the third floor of Meridian City Halt (33 E. Broadway Avenue, Meridian, Idaho), and is open to
the public during City working hours. Initial Point Gallery provides 120 feet of total wall space far hanging two-
dimensional artwork, and four enclosed display cases for three-dimensional artwork. MAC requests that artists
voluntarily donate to MAC 20% of proceeds from sales of art displayed in Initial Point Gallery.
ELIGIBILITY;
Two-dimensional works displayed in initial Point Gallery must be comprised of professional-quality, ready-to-hang,
original art; artwork on paper must be under glass or acrylic. Selectees must fill alt or half of the gallery. Three-
dimensional works may be of any medium, but must fit within the four supplied display cases. No artwork will be
displayed which: cannot be safely hung or displayed using the gallery's equipment; requires unusual maintenance,
handling, or security; or is disruptive or likely to offend the sensibilities of the general public. Each piece to be
displayed will be evaluated for its compliance with these general requirements, Selectees will be asked to enter into
an Acceptance Agreement with the City setting forth specific conditions of display. Selectees may reapply biennially.
PROPOSAL REQUIREMENTS:
Artists or organizations wishing to display work in the 2012 Initial Point Gallery Series must provide the following
materials and information to MAC in order to be considered for selection.
^ Completed, signed Application & Acknowledgements form;
• Biography of the artist ar informational statement regarding organization;
^ Letter of intent;
^ Five (5) digital images representational of the works proposed for display, on a CD (for organizations, each image
must be of a different artist's work); and
^ $35 gallery maintenance fee (nonrefundable).
^ Details and forms are available at the City's website, http://www.meridiancity.org or upon request, limited
assistance producing digital images may be available upon request. Materials submitted cannot be returned,
DEADLINE:
Aft proposals must be received by MAC by 5:00 p.m. on Friday, October 28, 2011.
SELECTION PROCESS:
The selection of arC for the 2012 initial Point Gallery Series will be made by MAC. MAC wilt notify selectees by letter
sent U.S. Mail. In evaluating eligible proposals, the following factors will be considered:
^ Quality of work;
• Appropriateness of subject and concept for a functioning government workplace;
^ Consistency with City policy and community values; and
^ Contribution to aesthetic and cultural atmosphere of Meridian City Hall.
RESOURCES PROVIDED UPON SELECTION;
The City of Meridian wilt provide selected artists/organizations with Che following resources:
• Volunteers to assist artist/organization with installing and removing each piece of artwork;
• Track system for hanging 2D art, using wires that are attached to hooks;
• Faur enclosed pedestals for 3D art, each approximately 24 inches square;
• Space far artist information andlor an information board; and
• Publicity of the exhibit through City contacts, local media, and other informational forums.
CONTACT MAC: By mail:
By e-mail:
Meridian Arts Commission
Attn: 2012 Initial Point Gallery Series
33 East Broadway Avenue
Meridian ID 83642
mac@meridiancity. org