Acceptance Agreement with Dwight and Barbara Williams for Display of Artwork in Initial Point GalleryACCEPTANCE 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 day of ,
2014 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized)
under the laws of the State of Idaho ("City"), and Dwight & Barbara Williams, individual persons
("Artists"). (City and Artists 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 issued the Call to Artists attached hereto as Exhibit A, seeking
proposals for 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, in response to the Call to Artists, Artists did submit a proposal, comprised of the
materials attached hereto as Exhibit B ("Proposal"), for the display of artwork in Initial Point Gallery;
WHEREAS, on October 24, 2013, the Meridian Arts Commission ("Commission") reviewed
the responses to the Call to Artists, selected Artists' work for display based on the Proposal, and
recommended to the Meridian City Council that Artists' artwork, as depicted in the Proposal, be
displayed in Initial Point Gallery;
WHEREAS, at its regular meeting on December 10, 2013, the Meridian City Council adopted
such recommendation and directed the Commission to work with Artists to establish a display of
Artists' 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.
Artists shall personally deliver to Initial Point Gallery, on October 31, 2014, at 9:00 a.m., or at such
time and date as is mutually agreed-upon by the Artists and the Gallery Curator, artwork which
shall substantially conform to the description of such artwork set forth in Exhibit B hereto. Artists
shall be responsible for hanging such artwork on October 31, 2014 at the direction of the Gallery
Curator; shall allow the display of such work in Initial Point Gallery from October 31, 2014 to
December 5, 2014, in accordance with the terms of this Agreement; and shall be responsible for
removal of such artwork on December 5, 2014, at 9:00 a.m., or at such time and date as is mutually
agreed upon by the Artists and the Gallery Curator.
ACCEPTANCE AGREEMENT
INITIAL POINT GALLERY DISPLAY PAGE I
II. COMPENSATION AND SALE OF ARTWORK.
A. No compensation. Artists shall display Artists' artwork in Initial Point Gallery at the pleasure
of the Meridian City Council. City shall not provide compensation to Artists for services,
work, and/or any activity undertaken pursuant to or related to this Agreement.
B. Sale of artwork. Artists 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 Artists' work; any transaction related to the sale of
artwork shall be handled solely by Artists. Artists acknowledges the Commission's request that
Artists 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, Artists may remove such artwork from the Gallery, provided
that Artists replaces the removed piece with another piece of artwork within twenty-four (24)
hours of such removal. Artists 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.
Artists shall provide services described in this Agreement in a timely manner, as described herein.
Artists 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, Artists
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 Artists for display in Initial Point Gallery to
ensure compliance with all criteria set forth in the Call to Artists attached hereto as Exhibit A,
and the Application and Acknowledgements Form attached hereto in Exhibit B, 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 Exhibits,4 and B, does not reflect artwork as described
and depicted in the Proposal set forth in Exhibit B, 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.
ACCEPTANCE AGREEMENT
INITIAL POINT GALLERY DISPLAY PAGE 2
V. DISPLAY.
A. Original artwork. Artists warrants that any and all artwork provided by Artists for display in
Initial Point Gallery shall be, and is, original work conceived and created by 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, Artists 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 Artists' name. Artists hereby conveys to City permission to use Artists' name for
purposes of advertising, marketing, and public information, without violation of Artists' rights
of privacy or any other rights Artists may possess under this Agreement, provided that City
shall not use Artists' logo, if any, for any purpose without the express, written permission of
Artists.
D. Use of City's name. City hereby conveys to Artists 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 Artists 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 Artists' 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 Artists in the manner set forth herein. While it is
intended that Artists' 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 Artists.
F. Removal of artwork by Artists. Artists 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 Artists 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. Artists 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 Artists or Artists' servants, agents, employees,
guests, and/or invitees.
ACCEPTANCE AGREEMENT
INITIAL POINT GALLERY DISPLAY PAGE 3
B. Waiver. Artists 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 Artists' 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 Artists' 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
Artists in the furtherance of Artists' rights or obligations described herein. Insurance of the
artwork; of the Artists' person, property, or interests; and/or of the Artists' employees or agents
shall be the sole responsibility of Artists. Artists shall obtain all necessary insurance as may be
required in order to protect Artists' 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. Artists 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 Artists has failed to comply with 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 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 (24) 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 Artists.
C. Termination upon death or incapacity of Artists. This Agreement shall automatically
terminate upon the death or incapacity of Artists.
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.
ACCEPTANCE AGREEMENT
INITIAL POINT GALLERY DISPLAY PAGE 4
VIII. GENERAL PROVISIONS.
A. Relationship of Parties. It is the express intention of Parties that each 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 Artists and City or between Artists and any official, agent, or employee of
City. Both parties acknowledge that neither Artist is an employee of City. Artists shall retain
the right to perform services for others during the term of this Agreement.
D. Compliance with law. Throughout the course of this Agreement, Artists 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,
Artists 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. Artists shall not subcontract or assign any of Artists' obligations
under this Agreement that require or that may require Artists' artistic talent or expertise.
Artists may subcontract or assign obligations that do not require Artists' 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
INITIAL POINT GALLERY DISPLAY PAGE 5
Artists:
Dwight & Barbara Williams
655 E. Kingsford Dr.
Meridian, ID 83642
208-887-6473
bjw33@q.com
Gallery Curator:
Dwight Williams
Meridian Arts Commission
33 E. Broadway Ave.
Meridian ID 83642
(208) 887-6473
dwight5332@q.com
City
Emily Kane
Deputy City Attorney
33 E. Broadway Ave.
Meridian ID 83642
(208) 898-5506
ekane@meridiancity.org
Any party may change its respective address for the purpose of this paragraph 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. D (
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this.* day
Of Jn\nvct Dol
ARTISTS:
Dwight Williams
CITY OF MERIDIAN:
rbara Williams
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ACCEPTANCE AGREEMENT
INITIAL POINT GALLERY DISPLAY PAGE 6
Meridian �Commiiission
Call for Artists: 2014 INITIAL 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 2014 Initial Point Gallery Series, a series of one-month exhibitions in Initial Point Gallery. Initial
Point Gallery is located on the third floor of Meridian City Hall (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 for 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 all 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 and invitees may reapply
biennially and if selected again, 75% of the display must be artwork that has not been previously displayed in Initial
Point Gallery. Small, informal groups of 2-4 artists are encouraged to propose an exhibition including all artists' work.
PROPOSAL REQUIREMENTS:
Artists or organizations wishing to display work in the 2014 Initial Point Gallery Series must provide the following
materials and information to MAC in order to be considered for selection.
® Completed, signed Application Ft Acknowledgements form;
® Biography of the artist or 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 will not be returned.
DEADLINE:
All proposals must be received by MAC by 5:00 p.m. on Friday, October 18, 2013.
SELECTION PROCESS:
The selection of art for the 2014 Initial Point Gallery Series will be made by MAC. MAC will 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 Halt.
RESOURCES PROVIDED UPON SELECTION:
The City of Meridian will provide selected artists/organizations with the following resources:
® Volunteers to assist artist/organization with installing and removing each piece of artwork;
® Track system for hanging 2D art and four enclosed pedestals for 3D art;
® Space for artist information and/or an information board; and
® Publicity of the exhibit through City contacts, local media, and other informational forums.
CONTACT MAC: By mail: Meridian Arts Commission
Attn: 2014 Initial Point Gallery Series
33 East Broadway Avenue
Meridian ID 83642
By e-mail: mac@meridiancity.org
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