Legal Agreement: The following is the body of the agreement signed by the Clare County Arts Council and the Destination Clare: Art Sculpture Walk Artists.
1. Artist’s Responsibilities and Obligations:
a. The Artist acknowledges that the Artwork was created by the Artist, and that the Artwork is original and available for purchase.
The artwork must fit on a base. Sizes of the bases range from 18” x 18” to 4’ x 7’.
b. The Artist agrees that the Artwork shall be on display on City of Clare, Michigan property or property for which the city has a use agreement for approximately one year, from May 9, 2023 to April 2024, which comprises the “Exhibit Period”.
c. The Artist affirms that the Artwork is soundly constructed of durable and sturdy materials, has no easily breakable or easily damaged or removable parts or pieces, is suitable for outdoor public display, is constructed in a way that will not cause safety or liability concerns, and will not require maintenance during the Exhibit Period.
d. The Artist is responsible for securely attaching the Artwork to a durable base.
e. The Artist agrees to deliver the Artwork, ready for installation, to the Clare County Arts Council (CCAC) designated location. The CCAC will provide written notice of the Installation Date no later than 30 days prior to the Installation Date.
f. The Artist agrees to remove the Artwork from the designated location by the designated removal date. The CCAC will provide written notice of the removal of the Artwork to the Artist no later than 30 days prior to the specified Removal Date. If the Artwork is not removed by the designated date, the Artist agrees that the CCAC may remove the Artwork and that the Artist shall reimburse the CCAC for its expenses incurred in the removal, storage or return of the Artwork to the Artist.
2. Clare County Arts Council Responsibilities and Obligations:
a. The CCAC agrees to pay the Artist up to $1000.00 for the Artist’s costs for preparing the Artwork for installation and for transportation of the Artwork to the designated location. Such payment shall be provided to the Artist, either at the time of installation.
b. The artist, in cooperation with the Clare DPW and the CCAC, shall be responsible for attaching and removing the Artwork from the display pedestal or sidewalk. The artist will notify CCAC of any equipment needs for placement of the art at least 30 days prior to installation.
c. The CCAC shall be solely responsible for all location, installation and placement decisions regarding the Artwork. The CCAC may refuse to place the Artwork at the designated location upon delivery of the Artwork on the Installation Date if the CCAC, in its sole discretion determines, for example, that the Artwork is not suitable for public display, cannot be properly affixed at the designated location or presents a safety concern to the CCAC. If the CCAC refuses to display the Artwork after it has been delivered to the designated location, the Artist may retain the fee referenced herein in paragraph 2.a.
d. The CCAC will not undertake any alteration, restoration, or repair of the Artwork without the written authorization of the Artist. However, the CCAC, shall have the police powers, the right to make emergency repairs or remove the Artwork when necessary for the safety of the general public or the CCAC or its employees.
3. Reproduction and Credit:
a. The Artist agrees to allow the CCAC or its agent, without compensation, to photograph and reproduce photographic images of the Artwork for CCAC purposes, including for use in CCAC publications. The CCAC shall acknowledge the Artist in any CCAC publications that include a photographic image of the Artwork.
b. The Artist acknowledges that the Artwork may be photographed by the general public without any compensation to the Artist.
4. Sale of Artwork:
a. The Artist shall determine the purchase price for the Artwork.
b. If the sale of the Artwork is arranged during the Display Period, the Artist agrees to allow the display of the Artwork to continue until the Removal Date, and not to complete the sale until or after the Removal Date.
c. If the Artwork is sold because of its display as part of the “Destination Clare: Art Sculpture Walk” exhibit CCAC will keep 20% commission. Such payment shall be made to the CCAC and CCAC will send a check minus the commission.
d. Shipping and/or delivery of the Artwork, if sold, are the responsibility of the Artist.
5. Insurance / Indemnification:
a. The CCAC shall insure the Artwork during the Display Period only against vandalism, theft, or damage to the Artwork caused by motor vehicles.
b. The Artist shall provide the CCAC with a written statement of the value of the Artwork at least 30 days before the Installation Date. Failure to provide such a written statement at least 30 days before the Installation Date shall be good cause for the CCAC to delay the Installation Date until a written statement of the value of the Artwork is received and insurance coverage is confirmed by the CCAC.
c. The Artist may provide and maintain additional property insurance for the Artwork during the term of the Agreement.
d. The Artist shall defend, indemnify and hold harmless the CCAC from and against all claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from this Agreement, to the extent that such claim, damage, loss or expense is caused, or alleged to be caused, in whole or in part, by any negligent, reckless or intentional act or omission of Artist or anyone directly employed by Artist or anyone for whose acts Artist may be liable.
6. Compliance with Law: The Artist agrees to perform its obligations under this Agreement in compliance with all applicable federal, state, county and city laws, ordinances, rules and regulations.
7. Michigan Law: This Agreement shall be governed by the laws of the State of Michigan. Venue for any litigation shall be in Clare County.
8. Binding Effect/Non-Assignability. The CCAC and Artist each binds itself, its successors and assigns to the other party to this Agreement with respect to all rights and obligations under this Agreement. Neither the CCAC nor the Artist shall assign or transfer its interest in, or obligations under, this Agreement without the written consent of the other.
9. Severability: If any term, covenant, or condition of this Agreement is deemed by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall be binding upon the parties.
10. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all other prior and contemporaneous agreements, representations, and understandings of the parties regarding the subject matter of this Agreement. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the parties. No representations or warranties whatever are made by any party to this Agreement except as specifically set forth in this Agreement or in any instrument delivered pursuant to this Agreement.
11. Default/Attorney’s Fees: In the event of default of any of the provisions herein, the defaulting party shall be liable to the non-defaulting party for all reasonable attorney fees, legal expenses and costs incurred as a result of the default.
12. No Waiver: Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by the CCAC shall not constitute a waiver of any of the other terms or obligations of this Agreement.
13. Notice and Communications: Any notice to the parties required under this Agreement shall be in writing, delivered to the person designated below for the parties at the indicated address unless otherwise designated in writing. Only mailing by United States mail or hand delivery shall be utilized. Facsimile and e-mail addresses are provided for convenience only.
