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HomeMy WebLinkAboutMenominee Clan Figures Agreement M iiip mae�,.,ttn,w,,.A J `/��1"UVY�Iy oyfl�otMuseum 3(....... Discover - Cor7nect - Inspire MENO:MINEE CLAN FIGURES AGREEMENT This agreement is made and entered into on this -/'J�day of 201.8 by and between City of Oshkosh and Oshkosh Public Museum, with a mailing address of 1.331. Algoma Blvd, Oshkosh Wisconsin, 54901. (hereafter referred to as "OPM") and Richard Frechette, mailing address of 914 Thayer Street, Rhinelander, Wisconsin 54501 (hereinafter referred to as "Owner") with respect to the care and exhibition of the Menominee Clan Figures created by James Frechette Jr. and associated materials (hereinafter referred to as "the Clan.Figures"). Owner and OPM agree that the manner in which OPM provides goods and accomplishes the services to be performed is solely within the discretion of OPM except as otherwise provided in this Agreement. Owner understands and agrees that by signing this Agreement, Owner is agreeing to have the Clan Figures displayed at OPM, consistent with the policies governing OPM exhibits. The Owner's rights and obligations will be governed by this Agreement. Owner shall not have any rights to direct placement, temporary removal or loan of the Figures or other similar matters except as may be specifically provided for in this Agreement. OPM will consult with Owner, or Owner's designee, as to the initial placement and public viewing of the Clan Figures and any significant change to their subsequent placement or display. 1. Exhibit 'rhe Exhibit shall include the Menominee Clan Figures and. associated items as shown on attachment #1 to this Agreement. 2. Ownership Owner, Richard Frechette, warrants that he has full legal title and copyrights to the Clan Figures and hereby agrees to hold harmless, indemnify and defend OPM from any liability arising out of claims by any individual, entity or other person or organization claiming full or partial ownership or copyright to the Clan Figures or any portion thereof. 1-331 Algoryia Boulevard, 0sh7kosh WI 54901� � 920,236.5799 oshkoshrriuseurrr.org 3. Removal of the Clan Figures and Transport to OPM/Creation of Condition Report The Clan Figures will be shipped to OPM to arrive approximately (date)-. Owner or his designee will be responsible for removal of the Clan Figures from their current location at the University of Wisconsin Stevens Point Museum of Natural History and shipment of the Clan Figures to the OPM, including removal/un-installing of the Exhibit from its current location at UWSP, packing, and shipment to OPM. OPM shall have no responsibility for the Clan Figures prior to their arrival at OPM. When the Clan Figures arrive, OPM shall carefully examine each Clan Figure, thoroughly document the condition, and create an illustrated Condition Report, which will be annotated as appropriate and signed by a staff member of OPM. A copy of this condition report shall be provided to Owner within 30 days of delivery and receipt of the Clan Figures. 4. Term and Termination This Agreement shall commence upon the date indicated in the first paragraph herein and shall have an initial term ending December 31, 2023. The Agreement shall automatically renew for five (5) year terms unless terminated by one of the parties by providing written notice to the other party at least 180 days prior to the expiration of the then current term. If either party wishes to terminate this agreement other than at the end of a Term, the party wishing to terminate the Agreement shall notify the other party in writing of the intention to terminate at least one hundred eighty (180 days prior to the intended Termination Date. The parties agree that upon notification of an intention to terminate the Agreement under this paragraph, the parties will meet and discuss their concerns, ideas, and intentions regarding the Clan Figures. If after such meeting the party wishing to terminate still desires to terminate the Agreement, the Agreement shall terminate as provided in the Termination notice or at such other date as may be agreed upon by the parties. If the Agreement is terminated, the following procedures shall apply: Termination by Owner In the event that Owner desires to terminate this Agreement, Owner shall make appropriate arrangements with OPM and shall, unless otherwise agreed to in writing 2 by OPM, be responsible for removal of the Clan Figures from the then current location, shipment and storage of the Clan Figures as necessary, including removal/un-installing of the Clan Figures, packing, and shipment to a storage or new exhibition site. OPM shall within 10 days prior to the date determined for removal, update the condition report and provide a copy to Owner, documenting the then current condition of the Clan Figures. OPM have no responsibility for the Clan Figures upon Owner's taking possession of the Clan Figures for purposes of removal/uninstalling or upon completion of packing and/or shipping should OPM agree in writing to perform removal and/or shipping of the Clan Figures. Termination by OPM In the event that OPM desires to terminate this Agreement, OPM shall make appropriate arrangements with Owner for removal of the Clan Figures from the then current location, shipment and storage of the Clan Figures as necessary, including removal/un-installing of the Clan Figures, packing, and transportation to a storage or new exhibition site. Unless agreed otherwise in writing by OPM, Owner shall be responsible for removal/uninstallation and packing of the Clan Figures and arranging shipment to a storage or other exhibition site. OPM shall within 10 days prior to the date determined for removal, update the condition report and provide a copy to Owner, documenting the then current condition of the Clan Figures. OPM has no responsibility for the Clan Figures upon Owner's taking possession of the Clan Figures for purposes of removal/uninstalling or upon completion of packing and/or shipping should OPM agree in writing to perform removal and/or shipping of the Clan Figures. 5. OPM Responsibilities OPM agrees to perform the following services per this Agreement: • OPM will design and install the Exhibit infrastructure within an appropriate space within the Oshkosh Public Museum, ensuring that proper standards of environmental control, including light and humidity control, are maintained; • OPM will ensure that the Clan Figures are checked upon installation at OPM and at least annually for condition while in the possession of the OPM,, and that any significant change to the condition of the Clan Figures is documented on the Condition Report and is reported within 10 working days to Owner; • OPM shall take all appropriate measures to protect and keep secure the Clan Figures while in its possession; 3 OPM shall maintain the Clan Figures including all cleaning and routine maintenance; 0 OPM shall notify and provide an explanation to the Owner of any conservation, refurbishing or restoration measures required or recommended to preserve the Clan Figures at least thirty (30) days prior to the intended work; no conservation work shall be completed under this paragraph until approved by Owner in writing; • OPM may apply emergency conservation measures without prior notification of the Owner if immediate action is required to protect the Clan Figures. Notification shall be made as soon as practicable after emergency measures have been taken; • OPM may remove the Clan Figures or any portion thereof for conservation treatment, cleaning, general maintenance, repair, or refurbishing of the exhibition or as may be required to protect the Clan Figures due to other circumstances at OPM's sole discretion; * Should OPM decide to remove the Clan Figures from public view for other reasons, OPM shall notify Owner and OPM and Owner shall determine whether Owner shall take possession of the Clan Figures or whether OPM may be willing to store and continue to care for the Clan Figures while not on public view. 6. License to use Images/Photography/Promotional Materials Owner hereby grants, assigns, transfers and conveys to OPM the rights to produce pictorial and graphic reproductions of the work. Owner grants to the OPM an irrevocable license during the term of this Agreement to make or cause to be made on OPM's behalf two-dimensional reproductions of the Work at the sole discretion of OPM, including but not limited to reproductions used in advertising brochures, media publicity, and website and promotional materials, and in any and all other media, whether now known or hereafter existing. Owner recognizes that OPM is a public institution and that others may sketch or photograph the Clan Figures while on display at OPM. OPM maintains a policy for photography that allows private photography and permits the use of OPM images for educational and/or commercial purposes as provided in the policy. Owner has been provided a copy of the current policy and specifically authorizes OPM to permit photography and other reproductive use of the Clan Figures as provided in that policy. Owner specifically recognizes that this policy may be updated from time to time and 4 i that the specific processes and conditions for reuse or reproduction of images may change. Owner agrees that any amendment to the policy shall not affect the permission granted in this paragraph and that Owner may request a copy of the current policy at any time which shall be provided. 7. Insurance Coverage/Indemnification Property Insurance/Artifact Coverage OPM shall provide all-risk property insurance coverage for the Clan Figures in an amount agreeable to Owner, while the Clan Figures are in the possession. of OPM. Owner's recovery for damages to the Clan Figures from any destruction, loss or other casualty event shall be limited to the amount of insurance coverage provided through the property insurance for the loss. Owner specifically waives any and all other claim for loss or liability in relation to the Clan Figures against OPM in excess of this property insurance. Owner hereby agrees that OPM,, the City of Oshkosh, its elected officials, employees, volunteers and agents shall not be liable for any claims for loss of or damage to the Clan Figures and agrees to waive and release OPM, the City of Oshkosh, its elected officials, employees, volunteers and agents from any claim for damage to or loss of the Clan Figures not covered by the property insurance provided for within this Agreement. Liability It is the intention of the parties to this Agreement that each party shall be solely responsible for its own actions and activities and the actions and activities of its own officers, employees and agents while acting within the scope of their employment. Neither party to this Agreement shall be liable to the other for any loss of business, revenue or anticipated revenues or opportunities; or for any consequential., incidental, direct., indirect, special or punitive damages arising out of the delivery, care, maintenance, display or other use under or breach of this Agreement regardless of whether such loss or damage was foreseeable or not. The insurance provisions, waivers and releases of liability and indemnification provisions contained in this Agreement shall survive Termination of the Agreement. 5 8. Notices All communications or notices required or permitted by this Agreement shall be in writing and shall be deemed to have been given: (i) upon delivery to the following persons, if hand delivered, or (ii) four business days following deposit in the United States Mail, postage prepaid, or with a nationally recognized overnight commercial carrier that will certify as to the date and time of delivery, air bill prepaid, or (iii) upon transmission if by facsimile, any such communication or notice shall be addressed as follows, unless and until any such party notifies the other in accordance with this section of any change of address: If to OPM: Oshkosh Public Museum 1331 Algoma Boulevard, Oshkosh Attn: Director Email: blarson@ci.oshkosh.wi.us Telephone: 920-236-5799 With a copy to: City Clerk, City of Oshkosh 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 Email: pubrig@ci.oshkosh.wi.us Telephone: 920-236-5010 If to Owner: Richard Frechette 914 Thayer Street Address Rhinelander, W1 54501 Email: na Telephone: 715-367-1031 With a copy to: Owner, or Owner's representative, executor or heir(s) shall notify OPM in writing of any changes to the persons entitled to notice under this subdivision. 6 9. Agreement not to be Construed Against Either Party This Agreement is the product of negotiation between the parties hereto and no term, covenant or provision herein or the failure to include a term., covenant or provision shall be construed against any party hereto solely on the basis that one party or the other drafted this Agreement or any term, covenant or condition contained herein. 10. No Third-Party Beneficiary This Agreement is intended solely for the benefit of Owner and OPM, gives no rights or benefits to anyone other than Owner and OPM and has no third-party beneficiaries. 11. Applicable Law The laws of the State of Wisconsin shall govern the interpretation and construction of this Agreement. Winnebago County shall be the venue for all disputes arising under this Agreement. 12. Assignment OPM shall not assign or transfer this Agreement or any portion of its rights or obligations hereunder without prior written approval of Owner. 13. Entire Agreement This agreement contains the entire agreement between the parties and all understandings heretofore had between the parties hereto are merged into this agreement. This agreement may only be modified in writing signed by both parties or their duly authorized agents. IN WITNESS WHEREOF, the parties hereto have caused the agreement to be executed the day and year first above written either personally or by their duly authorized representative. Signature Page Follows 7 OSHKOSH PUB IC MUSEUM OWNER Brad Larson, Director Richard Frechette CITY OF OSHKOSH By: Mark A. Rohloff, City Manager Pamela R. Ubrig, City Clerk APPROVED: lly: n:n A. Laren c. ity Attorney 8 Attachment Exhibition Contents 9 f j { �f