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HomeMy WebLinkAboutLoan Agreement Oshkosh Public Museum Rev Trust 1-2025 to 1-2026 (fully executed)The Richard H. Driehaus Collection 25 East Erie Street, Chicago, 1L 60611 Loan Agreement Object requested for loan: Object Number: Title: Artist: Dimensions: 31084 Nautilus Shell Table Lamp Tiffany Studios H: 12 1/2 x W: 7 in. Fixture: Diam (base): 5 in. Exhibition Title: Nature as Muse Lender: Driehaus Trust Company, LLC, as trustee of The Richard H. Driehaus 2003 Revocable Trust Required Insured Value: $28,000.00 Credit Line: Tlie Richard H.Driehaus Collection Lender's Authorized Representative: Ted Burger Borrower: The City of Oshkosh -Oshkosh Public Museum Loan period: January 27, 2025 — January 27, 2026 Display period: February 7, 2025 — January 19, 2026 Approved venues: Oshkosh Public Museum Required shipper: Lender's Authorized Representative must approve in advance al arrangements for shipping and transportation, including but not limited to the methods and carriers. Fee: Waived I. Gallery Conditions a. Borrower agrees to maintain the following conditions in the galleries, showcases or storerooms, i.e. wherever the Object is displayed or stored: Temperature Ambient Humidity 50%+/- 5 Light level Unrestricted If there are any deviations from the above requirements during the period of the loan, Borrower will promptly notify the Lender's Authorized Representative. b. Borrower agrees to monitor the climate in the gallery where the Object is exhibited using recording equipment such as a hygrothermograph or data logger. If so requested by the Lender's Authorized Representative, Borrower will supply copies of temperature and humidity graphs to the Lender's Authorized Representative for the duration of the exhibition. c. Borrower agrees that any materials used in case construction or any materials used in the gallery which come into direct contact with the Object will be materials suitable for use with the Object, i.e. materials that are chemically inert or known not to cause deterioration. d. No smoking, eating, or drinking is to be permitted in the rooms or galleries where the Object is exhibited or kept. IL Security Borrower agrees to maintain industry standard security precautions against fire, theft, handling by unauthorized personnel, and other hazards. These precautions shall include patrolling of the premises, twenty-four hours a day, every day of the week. If the Object is to be displayed in a showcase, then a locked showcase of standard museum design must be used. If this security level cannot be met, it is acceptable to have security guards patrolling the gallery during time day hours and alarmed gallery with security cameras at all exits and monitoring inside the building during after hours. If the Object is to be displayed in a showcase, then a locked showcase of standard museum design must be used. III. Insurance The Object is to be covered wall to wall against all risks by Borrower's fine arts insurance or government indemnity with no non-standard exclusions at the value stated above. Borrower shall provide each of the Lender and the Lender's Authorized Representative with a certificate of insurance naming The Richard H. Driehaus 2003 Revocable Trust as the loss payee or a certificate of government indemnity in advance of the shipment date. Borrower agrees to notify each of the Lender and the Lender's Authorized Representative promptly of any changes or modifications to Borrower's insurance policy or government indemnity. 11'. Conservation, Shinping and Couriers a. The Borrower shall pay all costs and expenses associated with conservation necessary for the loan. b. The Object shall be transported by the most direct route possible. All costs of packing, shipping and shipping supplies, customs clearance and local cartage are to be paid by Borrower. The Object shall not remain at an airport overnight while in transit. Same day customs clearance and delivery to Borrower are required. If customs inspection is required, it must take place on Borrower's premises. All shipping arrangements are to be made in consultation with and are subject to the written approval of the Lender's Authorized Representative in advance of the shipment date. c. If transport by air is not possible, transport must be direct in a phone -equipped, climate -controlled vehicle with air -ride suspension and a lift -gate accompanied by two drivers/art handlers at all times with constant surveillance. Continuous operation is required for domestic shipments. Security arrangements for any international overnight stay(s) must be approved in advance in writing by the Lender's Authorized Representative. d. If the Lender requires that the Object be accompanied to and from the exhibition by the Lender's courier, Borrower will pay all courier expenses at the beginning and end of the exhibition including airfare and room and board for the following minimum number of days: I night and 2 days to Midwestern region institutions 2 nights and 3 days to US institutions, outside of the Midwestern region 3 nights and 4 days for Canada, Mexico, South America and Western Europe 5 nights and 6 days for Eastern Europe, Australia, and Asia In addition to lodging, the courier will receive a per diem of US$80 or the equivalent in foreign currency. If the courier must stay longer than the above minimums in order to see the Object safely installed, Borrower will be responsible for the courier expenses for the additional days. In the event an extra airplane seat is required for a hand -carried Object, the cost of the seat will be borne by Borrower. Couriers will travel by the flight class required to ensure preferential treatment at all stages of the journey when accompanying art, normally business class. Business class may be flown on the leg without art if the flight is over 10 hours, depending on the schedule and the circumstances of the trip. For ground transportation (i.e., truck) trips, the courier must be provided with a dedicated seat and seatbelt. The Lender's Authorized Representative must approve the arrangements for the courier on the truck in advance. This includes seating/sleeping arrangements, pets on board, smoking vs. non-smoking, drivers, routing, and stops. V. Pacldng and Condition Reporting a. When the Object arrives at the borrowing institution, Borrower agrees that the Object shall not be unpacked for 24 hours in order to reacclimatize to the conditions listed above in "I. Gallery Conditions," unless other arrangements are agreed to in advance in writing by the Lender's Authorized Representative. b. If a courier is required by the Lender, the unpacking and repacking of the Object must be supervised by the Lender's courier. Only qualified members of Borrower's staff, as determined in the sole discretion of the Lender's Authorized Representative, may unpack or repack the Object. c. Borrower will retain the original packing materials and will ensure that the Object is repacked with the same materials and in the same way as it was sent by the Lender, unless other arrangements are agreed to in writing by the Lender's Authorized Representative. d. Shipping costs for the accessories for the Object (e.g. mounts, frames, cases) provided by the Lender must be paid by Borrower. e. A condition report for the Object will accompany the shipment. Borrower agrees to inspect the condition upon the Object's arrival and after the exhibition has ended. Any changes in condition will be noted by Borrower on the condition report. Borrower will include the report with the Object when it is returned to the Lender or forwarded to the next venue. Borrower will also visually inspect the Object on a regular basis for the duration of the loan to inspect for any changes in the condition of the Object. Borrower must advise the Lender's Authorized Representative promptly by telephone and email in the event of any damage, loss or change in condition of the Object. No repair or restoration may be undertaken without the express permission of the Lender's Authorized Representative. U. Installation and Handling a. Borrower will exercise the same degree of care with respect to the Object to be lent as it does in the safekeeping of its own property of a similar nature. b. Installation will not take place until all construction and painting activities have been completed in the galleries. c. If a courier is required by the Lender, the installation and deinstallation of the Object must be supervised by the Lender's courier. The Object may only be handled by the Lender's courier or such Borrower staff members as the Authorized Representative may designate. The Object may not be handled at all when the Lender's courier is not present, except in the event of an emergency. Should handling of the Object by Borrower's staff become necessary due to an emergency, the Lender's Authorized Representative must be notified as soon as reasonably possible. If a courier is not required, only qualified members of Borrower's staff, as determined in the sole discretion of the Lender's Authorized Representative, may handle the Object. d. Gloves must be worn whenever handling the Object. e. The Object must be securely positioned in a suitable tray or crate during any short distance transport or short -tern storage while awaiting installation or crating. f The Object shall not be reframed, rematted, remounted or removed from exhibition by Borrower without prior written permission from the Lender's Authorized Representative. 1'II Reproduction and Catalogue a. Costs of photography for the Object provided by the Lender must be paid by Borrower. The Object may be reproduced in traditional print media for catalogue, publicity, and non-commercial educational purposes. The Object may also be reproduced by Borrower on Borrower's web site and social media accounts, at a resolution not to exceed 72 dpi with appropriate measures to prevent downloading from the web site for commercial use. Borrower shall own and retain full rights to use any such images and reproductions for its non-commercial purposes; such ownership and rights shall survive the term of this agreement. Application must be made in writing to the Lender for reproduction for any other purposes. b. The Credit Line must be included on all labels, catalogues, publicity or any other reproductions of the Object. The credit line shall read "The Richard H. Driehaus Collection" unless otherwise indicated. If the copyright is held by a third party, the copyright notice must also appear in the caption information of any reproductions of the Object. c. The Object must be reproduced unaltered and, in their entirety, unless approved in writing by the Lender's Authorized Representative. The reproduction may not be cropped, bled off the page, guttered across facing pages, or printed on colored stock or with colored ink, nor may anything be superimposed on the image. When a detail is used, the word "detail" must appear in the credit line. Borrower agrees that the Object shall not appear on the cover of a publication, on a poster or on a banner (to publicize the exhibition) without the prior written approval of the Lender's Authorized Representative to the proposed design in advance of printing. d. Full identification of the Object, the credit line and any copyright notice, listed above, must appear adjacent to the reproductions of the Object. If the Object is the only object in which full information in the above -stated location is displayed, then Borrower, subject to approval of the Lender's Authorized Representative, may list only the artist's name, title of work, and date. However, the complete documentation must appear elsewhere within the publication. e. Borrower shall not photograph the Object except as set forth in (a) above or for overall installation shots for archival purposes. Photography of the Object by the public is permitted provided no flash equipment or tripod is used and provided the photographs are not used for commercial reproduction. Borrower shall use reasonable efforts to prevent the taking of commercial photographs of the Object by third parties. f. Filming by the press for news and feature coverage is permitted as long as it is supervised by a qualified member of Borrower's staff, as determined in the sole discretion of the Lender's Authorized Representative, to insure safe light levels and to keep the film equipment a safe distance away from the Object. g. One (1) gratis copies of any publication prepared in connection with this exhibition must be sent to the Lender's Authorized Representative within a reasonable time after publication. Vill. Loan Fees and Cancellation WAIVED If the loan is cancelled by Borrower, the following terms apply: Cancellation during Initial Evaluation of loan (prior to signing of Loan Agreement): No reimbursement fees will be charged. Cancellation after Full Evaluation (Loan Agreement signed): See reimbursement schedule below. If Conservation treatment was required: All conservation assessment and treatment expenses must be reimbursed. If Cancellation occurs within 4 months of exhibition opening date, an additional Loan Documentation Fee of $100 per object will be applied. Reimbursement for Loan Cancellation 12 — 6 months prior to exhibit Processing Fee for Full Evaluation 1-5 objects $200.00 $220.00 $240.00 $260.00 $280.00 -10 objects $300.00 330.00 360.00 390.00 420.00 11-15 objects $400.00 440.00 0480.00 0520.00 560.00 15-1-objects $100 for each 1-5 additional) Documentation Fee er object 100.00 100.00 100.00 Borrower Responsibilities, Loan Agreement and Cancellation a, The parties acknowledge that Richard H. Driehaus died on March 9, 2021, and the assets of his estate and The Richard H. Driehaus 2003 Revocable Trust are currently subject to administration, including but not limited to the Object. b. Application for loans must normally be made at least six months before the date of opening an exhibition, however, exceptions may be approved through the Lender's Authorized Representative. c. The Borrower will provide a General Facility Report to Lender's Authorized Representative before the loan is approved. d. Unless otherwise provided herein, this Agreement contains all of the terms agreed upon by the parties with respect to the subject matter of this Agreement and supersedes any and all other agreements, arrangements and communications between the parties concerning such subject matter, whether oral or written. e. Loans are for purposes of public exhibition. The Lender's Authorized Representative must be notified in advance if the Object is not to be installed in the exhibition or is withdrawn from display, except in the event of an emergency in which case the Lender's Authorized Representative must be notified as soon as possible. The Lender's Authorized Representative must also be notified in advance of any change in the dates of an exhibition, or any proposed closing of the exhibition space during the time of tine loan. The Lender reserves the right to withdraw the Object as a result of these changes. f. Borrower represents that the Object is not part of a traveling exhibition. g. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of the Agreement. h. The Section headings and numbers in this Agreement have been inserted for the convenience of reference only, and if there is any conflict between any such headings or numbers and the text of this Agreement, the text shall control. i. This Agreement may not be altered, amended, or modified, other than by a written agreement signed by the Borrower and Lender. j. This Agreement shall be governed in accordance with the laws of the State of Illinois in every respect, applied without reference to principles of conflict of laws. k. This Agreement may be executed in one or more counterparts, each of which shall be considered an original, and all of which shall be considered one and the same instrument. I. Borrower, individually and on behalf of its directors, officers, employees, agents, members, partners, affiliates, successors, grantees and assigns, agrees to indemnify, defend and hold harmless Lender, Driehaus Enterprise Management inc. ("DEMI"), Driehaus Trust Company, LLC, its officers, directors, members, partners, employees, agents, mortgagees, licensees, contractors, guests and invitees, subsidiaries, affiliates, successors, grantees and assigns, including but not limited to DEMI and its officers, directors, members, partners, employees, agents, licensees, contractors, guests and invitees, subsidiaries, affiliates, successors, grantees and assigns (collectively, the "Driehaus Indemnitees") from and against any and all liabilities, losses, claims, demands, liens, damages, penalties, fines, interest, costs and expenses (including, without limitation, reasonable attorneys' fees and litigation costs incurred by the Driehaus Indemnitees in connection therewith) and for any and all loss of life, injury to persons or damage to property which is a result of and due to: (i) the activities, operations or services provided pursuant to this Agreement; and/or (ii) the failure of Borrower to comply with the terns of, and perform its obligations under, this Agreement. m. irrespective of the terms of the loan, Lender reserves the right to cancel or terminate the loan at any time, in its sole discretion, by written notification to Borrower (each, a "Cancellation Notice"). Upon receipt of a Cancellation Notice, Borrower shall promptly return the Object and coordunate with the Lender's Authorized Representative to ensure safe transportation and delivery to Lender. n. Borrower acknowledges and agrees that Lender may assign Lender's rights and obligations set forth in this Agreement upon written notice to Borrower. o. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument. To the extent signed and delivered by means of a facsimile machine or electronic transmission, this Agreement shall be treated in all manners and respects for all purposes as an original and shall have the same binding legal effect as if it were the original signed version thereof delivered in person. Rennainder of Page Intentionally Let? Blank; Signature Page Follows IN WITNESS WHEREOF, the parties hereto have executed this Loan Agreement as of the effective date. Borrower: Oshkosh Public Museum 1331 Algoma Blvd. Oshkosh, WI 54901 By: a - any Anna Cannizzo Date Director b A-P Mark Ro loff Date Ci tl ger Diane Bartlett Da e City Clerk l I- �- Lynn gorenson Date City Attorney JAAJ It \ 6z� Z0 Ju Calmes Date Di ector of Finance Loan agreed by Driehaus Trust Company, LLC, as trustee of The Richard H. Driehaus 2003 Revocable Trust Total insurance value: $28,000.00 S. Van Osdol, as President and CEO of Driehaus Trust Company, LLC, as trustee of The Richard H. Driehaus 2003 Revocable Trust Date Please sign and return one copy to The Richard 11. Driehaus Art Exhibition Lending Foundation, c/o Ted Burger, 25 E. Erie Street, Chicago, IL 60611-2703.