This Exhibition Agreement (this “Agreement”) is made and entered into by and between the City of Napa, a California charter City (the "City"), and _______, (the "Exhibitor”). City and Exhibitor may be collectively referred to herein as the “parties.” RECITALS A. The City desires to develop, encourage, and promote a wide variety of public art opportunities. The Public Art exhibition at the Napa Senior Center will enhance the public environment and promote the understanding and enjoyment of public art. B. The City of Napa will provide a tracking system for the installation of the temporary art that will be displayed at the Napa Senior Center. The artwork must have hanging wire on back to be installed. C. Exhibitor is interested in exhibiting works of art, and the City is interested in permitting Exhibitor to exhibit their work as part of Napa's Public Art program in accordance with this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND CONSIDERATION IDENTIFIED HEREIN, THE PARTIES HEREBY AGREE AS FOLLOWS: 1. EXHIBITION AT THE NAPA SENIOR CENTER. Subject to the terms and conditions set forth in this Agreement, and more particularly described on Exhibit “A” (attached hereto and incorporated herein by reference), City hereby permits Exhibitor to exhibit artwork at the Napa Senior Center (the “Gallery”). The artwork to be exhibited b y the Exhibitor at the Gallery (“Artwork”), and the location of the installation, shall be more particularly described in an “Exhibition Inventory” to be executed by the Exhibitor and the City Manager; and, after execution, to be incorporated by reference into this Agreement as Exhibit “B”. 2. TERM. The term of this Agreement shall commence on _____________ 3. TIME FOR PERFORMANCE. Time is of the essence in the performance under this Agreement and the timing requirements set forth herein shall be strictly adhered to unless otherwise modified in writing in accordance with this Agreement. 4. AUTHORIZED REPRESENTATIVES. All obligations under this Agreement shall be performed by, or under the direct supervision of, Exhibitor’s Authorized Representative, _____________. For the performance of obligations under this Agreement, the Exhibitor shall take direction from the City’s Authorized Representative, Katrina Gregory, unless otherwise designated in writing by the City’s Authorized Representative or the City Manager. 5. CITY COMMISSION FOR ART PIECES SOLD. In return for Exhibitor’s exhibition of the Artwork in accordance with this Agreement, Exhibitor shall pay the City a commission in the amount of 10 percent of the estimated insured value of the Artwork identified in Exhibit “B” (“Estimated Insured Value”) if the Exhibitor sells the Artwork while it is on display as part of the Napa Art Walk Program. 6. EXHIBITOR HONORARIUM. The City will not pay Exhibitor any honorarium or provide any financial assistance to exhibitor for participating in the program. The City of Napa will receive 10% of purchase fee if artwork is sold and used for public art educational programs. 7. COMPLIANCE WITH LAW. Exhibitor shall comply with all applicable legal requirements including all federal, state, and local laws (including ordinances and resolutions), whether or not said laws are expressly stated in this Agreement. 8. REPORTING DAMAGES. If any damage (including death, personal injury or property damage) occurs in connection with the performance of this Agreement, Exhibitor shall immediately notify the City Risk Manager’s office by telephone at (707) 257-9323, and Exhibitor shall promptly submit to the City’s Risk Manager and the City’s Authorized Representative, a written report (in a form acceptable to the City) with the following information: (a) name and address of the injured or deceased person(s), (b) name and address of witnesses, (c) name and address of Exhibitor's insurance company, and (d) a detailed description of the damage and whether any City property was involved. 9. INDEMNIFICATION. To the fullest extent permitted by law, Exhibitor shall indemnify, hold harmless, release and defend the City (including its elected and appointed officials, officers, agents, volunteers and employees) from and against any and all liability or claims (including actions, demands, damages, injuries, settlements, losses, or costs [including legal costs and attorney's fees]) (collectively, “Liability”) of any nature, arising out of, pertaining to, or relating to Exhibitor’s acts or omissions under this Agreement, including the installation, exhibition, and use of the Artwork (with the exception of the sole negligence or willful misconduct of the City). Exhibitor’s indemnification obligations under this Agreement are not limited by any limitations of any insurance held by Exhibitor. 10. EXHIBITOR INSURANCE. The Exhibitor shall comply with the City’s standard insurance requirements which are set forth in Exhibit “D” attached hereto and incorporated herein. If Exhibitor cannot reasonably provide insurance that satisfies these requirements, then Exhibitor shall submit to the City Risk Manager documentation of any relevant insurance coverage Exhibitor can provide, along with a waiver of insurance requirements in the form attached hereto as Exhibit E and incorporated herein and the City will determine whether the coverage is acceptable. A. 11. WAIVER FOR EXHIBITION OF ART PIECE. The Exhibitor shall be responsible for any damages caused to the Artwork by exposure to the elements, or any other impacts of being exhibited outdoors in the public realm. If the City’s Authorized Representative determines that the Artwork is damaged while on display due to the sole negligence or willful misconduct of the City, the City agrees to pay, and the Exhibitor agrees to accept in full payment of any claim for damages against the City, the amount to repair the damages to the Artwork up to the Estimated Insured Value. In order to be covered under City’s insurance policy, Exhibitor must furnish City with an appraisal performed by a qualified appraiser that provides a documented basis for the Estimated Appraised Value identified in Exhibit “B.” 12. OWNERSHIP RIGHTS TO ARTWORK/COPYRIGHTS A. The Exhibitor shall retain all copyrights in and to any Artwork exhibited under this Agreement, provided that Exhibitor hereby grants to City an irrevocable license to graphically depict the Artwork for any non-commercial purpose whatsoever. For the purposes of this limitation, the graphic depiction of the Artwork(s) on materials designed to promote the City shall be deemed to be a non-commercial use. City shall not be responsible for any third party infringement of Exhibitor’s copyright. B. Exhibitor agrees to comply with all applicable patent, trademark and copyright laws, rules, regulations and codes of the State of California and the United States. Exhibitor hereby represents and warrants that the Artwork does not, and Exhibitor has not and will not, utilize any protected patent, trademark or copyright in performance under this Agreement unless and until Exhibitor has obtained proper permission and all releases and other necessary documents. If Exhibitor specifies any material, equipment, process or procedure which is protected, Exhibitor shall disclose such patents, trademarks and copyrights in the exhibition inventory attached hereto as Exhibit B. C. Without limiting any of the provisions of Section 9 of this Agreement, “Indemnification,” Exhibitor agrees to release, indemnify, defend and save harmless City, its officers and employees from any and all claims, damages, suits, costs, expenses, liabilities, actions or proceedings of any kind resulting from the performance under this Agreement which infringes upon any patent, trademark or copyright or other right protected by law. 13. DEFAULT. If either party (“demanding party”) has a good faith belief that the other party (“defaulting party”) is not complying with the terms of this Agreement, the demanding party shall give written notice of the default (with reasonable specificity) to the defaulting party, and demand the default to be cured within ten days of the notice. If: (a) the defaulting party fails to cure the default within ten days of the notice, or, (b) if more than ten days are reasonably required to cure the default and the defaulting party fails to give adequate written assurance of due performance within ten days of the notice, then (c) the demanding party may terminate this Agreement upon written notice to the defaulting party, and the termination shall be effective on the date set forth in the notice. 14. NOTICES. All notices required or contemplated by this Agreement shall be in writing and shall be personally delivered or mailed to the respective party as set forth in this section. Communications shall be deemed to be effective upon the first to occur of: (a) actual receipt by the person identified below, or (b) actual receipt at the address designated below, or (c) three working days following deposit in the United States Mail of registered or certified mail sent to the address designated below.