This Exhibition Agreement (hereinafter “Agreement”) is made and entered into by and between the City of Napa (hereinafter "City"), and Artist _________________, (hereinafter "Exhibitor”). City and Exhibitor may be collectively referred to herein as the “parties.” RECITALS The City desires to develop, encourage, and promote a wide variety of public art opportunities. The Napa Art Walk program will enhance the public environment and promote the understanding and enjoyment of public art by inviting artists to exhibit their art in downtown Napa on a temporary basis. B. The City of Napa will provide ten or more concrete pedestals or locations to receive a variety of public art that will be displayed on a temporary basis throughout downtown Napa. C. Exhibitor is interested in exhibiting works of art, and the City is interested in permitting Exhibitor to exhibit their work as part of the Napa Art Walk 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 ART WALK. 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 Art Walk (the “Gallery”). The artwork to be exhibited by the Exhibitor, 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 May 1, 2021, and expire on May 1, 2023, or upon Exhibitor’s removal of the Exhibitor’s art work, whichever occurs first. 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. AUTHORIZED REPRESENTATIVES. All services under this Agreement shall be performed by, or under the direct supervision of, Exhibitor’s Authorized Representative _________________. For the performance of services 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. CITY COMMISSION FOR ART PIECES SOLD. In return for Exhibitor’s exhibition of art in accordance with this Agreement, Exhibitor shall pay the City the commission of 10 percent of the Estimated Insured Value identified in Exhibit “B” if the Exhibitor sells a piece of work while it is on display as part of the Napa Art Walk Program. EXHIBITOR HONORARIUM. Exhibitor will be paid an honorarium of $2,000 to assist with the costs of transporting the art pieces to and from the site locations and to assist with the artist’s costs to participate in the Napa Art Walk program. The Napa Art Walk program will provide no other financial assistance for participation in the program. 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. 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. INDEMNIFICATION. Exhibitor shall indemnify, hold harmless, and defend the City (including its elected officials, officers, agents and employees) from and against any and all claims (including all litigation, demands, damages, liabilities, costs, and expenses, and including court costs and attorney’s fees) resulting or arising from the installation, exhibition, and use of artwork in accordance with this Agreement (with the exception of the sole negligence or willful misconduct of the City). EXHIBITOR INSURANCE. The City’s standard insurance requirements are provided in Exhibit “D” to this Agreement. If Exhibitor cannot provide insurance that satisfies these requirements, then Exhibitor shall submit to the City Risk Manager documentation of any relevant insurance coverage Exhibitor can provide, and the City will determine whether the coverage is acceptable. A waiver of insurance requirements form must accompany this request (see Exhibit E). 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 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 not to exceed the amount identified as the Estimated Insured Value identified on Exhibit “B” for the piece of artwork. 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.” OWNERSHIP RIGHTS TO ARTWORK/COPYRIGHTS 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 Work for any non-commercial purpose whatsoever. For the purposes of this limitation, the graphic depiction of the Work(s) on materials designed to promote City shall be deemed to be a non-commercial use. City shall not be responsible for any third party infringement of Exhibitor’s copyright.Exhibitor agrees that all work performed under this Agreement shall 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 art work 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 appended hereto as Exhibit B.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. 6. 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. 7. 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. TO: City To: ExhibitorAttn: Meredith Nevard  Attn: Artist _______________Public Art Coordinator Mailing AddressP. O. Box 660 City, State, Zip CodeNapa, CA 94559 8. GOVERNING LAW, JURISDICTION, AND VENUE. The interpretation, validity, and enforcement of this Agreement shall be governed by and interpreted in accordance with the laws of the State of California. Any suit, claim, or legal proceeding of any kind related to this Agreement shall be filed and heard in a court of competent jurisdiction in the County of Napa. 9. ATTORNEY’S FEES. In the event any legal action is commenced to enforce this Agreement, the prevailing party is entitled to reasonable attorney’s fees, costs, and expenses incurred. 10. ASSIGNMENT AND DELEGATION. This Agreement, and any portion thereof, shall not be assigned or transferred, nor shall any of the Exhibitor’s duties be delegated, without the written consent of the City. Any attempt to assign or delegate this Agreement without the written consent of the City shall be void and of no force and effect. A consent by the City to one assignment shall not be deemed to be a consent to any subsequent assignment. 11. MODIFICATIONS. This Agreement may not be modified orally or in any manner other than by an agreement in writing signed by both parties. 12. WAIVERS. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision of this Agreement. 13. ENTIRE AGREEMENT. This Agreement, including all documents incorporated herein by reference, comprises the entire integrated understanding between the parties concerning the services described herein. This Agreement supersedes all prior negotiations, agreements, and understandings regarding this matter, whether written or oral. The documents incorporated by reference into this Agreement are complementary; what is called for in one is binding as if called for in all. 14. SIGNATURES. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities of the Exhibitor and the City. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.EXHIBIT "A" SCOPE OF SERVICES 1. EXHIBITOR shall perform the following activities and services: A. EXHIBITOR shall deliver, or cause to be delivered the Artwork to the City of Napa to the Location of Installation, by appointment, between May 1 and May 31, 2021, or as agreed upon with CITY Representative. Any and all costs of such delivery shall be borne by EXHIBITOR, unless otherwise mutually agreed upon.B. EXHIBITOR or his/her representative shall accompany Artwork to the Location of Installation by appointment with CITY representative. The Artwork, when delivered to the Location of Installation, shall be assembled or otherwise ready for installation. EXHIBITOR or his/her representative shall conduct installation as outlined in the Installation Plan provided by EXHIBITOR.The EXHIBITOR shall install or cause to be installed, the Artwork in a manner suitable for public viewing. The EXHIBITOR may request that the CITY participate in the installation process, depending on the nature of the work. If the City determines at any time (prior to, during, or after installation) that the Artwork creates a physical concern for public safety (e.g., due to the structural instability of the Artwork or its installation, or due to a physical obstruction in the public way), CITY may reject the Artwork for the exhibition and the EXHIBITOR is responsible for the prompt return shipping and handling of the Artwork to its origin. If the City makes this determination after installation of the Artwork, the City shall notify the Exhibitor of a revised final pickup date, and the Exhibitor shall arrange for pick-up of the Artwork in accordance with Sections 1E-1G of this Exhibit “A”.EXHIBITOR shall not remove or cause to be removed any Artwork on display until the last day of the Napa Art Walk 2021- 2023 show as scheduled. The exhibition is scheduled to end on April 30, 2023.EXHIBITOR shall arrange for pick-up of Artwork from Location of Installation, between April 1 and April 30, 2023 by appointment. EXHIBITOR or his/her representative may be present to de-install Art work and prepare for shipping. CITY will not be responsible for shipping of Artwork back to EXHIBITOR.EXHIBITOR shall be responsible for payment to CITY of a late charge per day of $25.00 for the Artwork remaining after the final pickup date April 30, 2023 and any other costs for handling and shipping, unless otherwise agreed upon.The Artwork remaining after thirty (30) days from date of required pickup shall be deemed to be intentionally abandoned, and shall become the property of CITY. 2. The CITY shall perform the following activities and services: The CITY shall have sole authority to curate this exhibition, which will include other artists' works selected for the Napa Art Walk Exhibition by the CITY.CITY shall have the right to photograph Art work for publicizing the City’s Napa Art Walk program without any obligation to EXHIBITOR.CITY shall have sole discretion as to the printing, distribution, and design of announcements, brochures, posters, catalogs, and other matter, which advertise or publicize the Art work as part of the Napa Art Walk program.CITY shall retain final and sole authority as to Art works selected for display.CITY shall be entitled to a commission equivalent to 10% of the sale price for each Art work sold, provided that such Artwork has been authorized for sale by EXHIBITOR. The Art work submitted for display by EXHIBITOR is listed on Exhibit "B" 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 including an indication of a dollar value for insurance purposes. CITY has sole discretion regarding inclusion of the specific Art work. EXHIBIT "B" EXHIBITION INVENTORYFor “TITLE OF ART WORK” – ARTIST NAME This Exhibition Inventory hereby incorporates by reference all terms and conditions of the Napa Art Walk Exhibition Agreement for the 2021 - 2023 Napa Art Walk Exhibition (“Agreement”) and must be filled out completely. 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 not to exceed the amount identified as the Estimated Insured Value identified on Exhibit “B” for the piece of artwork Title of Artwork: _______________________________________ Medium of Artwork: Indicate materials used, e.g. Steel, Powder coat, Description of Artwork: The artwork is described and depicted on Exhibit “B-1” attached hereto and incorporated herein by reference. The artwork is generally described as (sample description) a steel sculpture of circular forms, painted in varying colors, set as if in a rolling motion, 6’h x 15’w x 10’d. Location of Installation: The artwork shall be installed in accordance with the terms of the Agreement at the location described on Exhibit “B-2” attached hereto and incorporated herein by reference. Year (year art piece created): 2012 Estimated Insured Value: $8,000 - Provide appraisal confirming such amount Artist consents to Art work being publicized for sale while on exhibit ____ Yes ___ No Sale Price: $8,000 EXHIBIT "C"RETURN OF ARTWORK For “NAME OF ART WORK ” – ARTIST NAME AT THE CLOSE OF EXHIBITION: The Exhibitor hereby certifies receipt of the returned artwork in good condition (except as noted): EXHIBIT "D"CITY OF NAPA STANDARD INSURANCE REQUIREMENTS INSURANCE. Without limiting Exhibitor's indemnification provided herein, Exhibitor shall take out and maintain, throughout the period of this Agreement, the following policies of insurance placed with insurers (if other than the State Compensation Fund) with a current A.M. Bests rating of no less than A:VII or its equivalent against injury/death to persons or damage to property which may arise from or in connection with the activities hereunder of Consultant, its agents, employees or subcontractors: A. Comprehensive or commercial general liability insurance at least as broad as Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001), in an amount of $1,000,000.00 per occurrence. If work involves explosive, underground or collapse risks, XCU must be included. If a general aggregate limit is used, either the general aggregate limit shall apply separately to this project or the general aggregate shall be twice the required occurrence limit. Said policy shall contain, or be endorsed with, the following provisions: (1) The City, its officers, employees and agents, are covered as insureds for liability arising out of the operations performed by or on behalf of Exhibitor. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, agents and employees. (2) The policy shall not be canceled or materially reduced in coverage without thirty (30) days prior written notice ten (10) days for non-payment of premium to City by certified mail. B. Automobile liability insurance with coverage at least as broad as ISO Form numbers CA 0001 06 92, Code 1 (any auto), for vehicles used in the performance of this Agreement with minimum coverage of not less than $1,000,000 per accident combined single limit (CSL). Such policy shall contain or be endorsed with the provision that coverage shall not be canceled or materially reduced in coverage without thirty (30) days prior written notice ten (10) days for non-payment of premium to City by certified mail. C. Worker's compensation insurance meeting statutory limits of Labor Code which policy shall contain or be endorsed to contain a waiver of subrogation against City, its officers, agents, and employees and] provide for thirty (30) days prior written notice to City in the event of cancellation. If Consultant has no employees, Consultant may sign and file the following certification in lieu of insurance: "I am aware of the provisions of California Labor Code Section 3700 which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with the provisions of that code before commencing with and during the performance of the work of this contract." D. Exhibitor shall furnish City with certificates and original endorsements effecting the required coverage prior to execution of this Agreement by City. The endorsements shall be on forms provided by City or as approved by City Attorney. Any deductible or self-insured retention over $100,000.00 shall be disclosed to and approved by City. If Consultant does not keep all required insurance policies in full force and effect, City may, in addition to other remedies under this Agreement, terminate or suspend this Agreement.EXHIBIT “E”MINIMUM INSURANCE REQUIREMENTS – WAIVER REQUEST FORM REQUEST TO CHANGE MINIMUM INSURANCE REQUIREMENTSSubject to Risk Management Division with proposed agreement