13-1105_THE IRVINE MUSEUM_Lending Loan AgreementCity of San Juan Capistrano
LENDING LOAN AGREEMENT
THE IRVINE MUSEUM
18881 Von Karman Suite 100
Irvine, California 92612
Telephone (949) 476-0294
Facsimile (949) 476-2437
Rev 10/08/11
This Loan Agreement for Art (hereafter, "Agreement") is entered into on this 24th
day of October, 2013, by and between The Irvine Museum, the ("Lender"), and City of San
Juan Capistrano, Attention: Cathy Salsedo, Executive Services Manager, 32400 Paseo
Adelanto, San Juan Capistrano, CA 92675, Telephone: (949) 443-6317 (the "Borrower").
1. THELOAN
Lender hereby agrees to loan to the Borrower the works of art reproductions
("works") specifically identified in Exhibit A attached hereto (collectively, the "Loan").
Exhibit A may be amended in writing by mutual written agreement of the parties.
2. PERIOD
The period of the Loan will be from November 1, 2013 through and
including October 31, 2014, exclusive of shipping days.
3. PUBLICITY AND CREDITS
(a) Appropriate credit will be given to Lender in all publicity and
other printed matter prepared for or in connection with the Loan. The credit line for each
work of art will read as written on the Exhibit A of this agreement.
(b) Lender will be advised of the precise nature of the credit in
writing not less than 10 days in advance of the opening of the exhibition at the Borrower.
(c) Borrower will send to lender a copy of any publications or
catalogues prepared in association with the Loan.
4. TRANSPORTATION
(a) The Loan was delivered to Borrower during October, 2011,
during normal business hours.
(i) Lender will be responsible for organizing (and
Rev 10/08/11
the cost of) the packing and transport of the Loan to Borrower and the risk of Loss during
transport.
(ii) Lender will be responsible for unloading and
unpacking the Loan. All unloading, unpacking, handling and installation of the Loan at the
premises of Borrower will be done with sufficient care so as to avoid damage to any of the
objects.
(b) The Loan will be returned to the location directed by Lender
during November, 2014, during normal business hours.
(i) Lender will be responsible for organizing (and
the cost of) and transport of the Loan to Lender and the risk of Loss during transport.
(ii) Lender will be responsible for packing and loading the
Loan. All deinstallation, packing and loading of the Loan will be done with sufficient care so
as to avoid damage to any of the works.
(c) As previously agreed, Borrower shall not be responsible for
cost of crating, shipping and transit insurance.
5. CONDITION
(a) Each work will be presumed to have been received by
Borrower and, in tum, by Lender in the same condition as it is described on attached Exhibit
A, unless written notice of a change in condition or damage is given to the other party and the
carrier immediately upon receipt. Should the Loan appear to be damaged in packing and
transport, all packing materials must be saved until Borrower, Lender and the carrier have
had the opportunity to inspect them.
(b) Borrower and Lender will provide condition photographs and
an opportunity to inspect any damaged work where necessary.
(c) Borrower shall have the right to examine each work by all
modem, scientific methods for condition and authenticity.
6. INSURANCE
(a) Borrower will insure the Loan wall-to-wall under its "all risk"
fine arts policy while at Borrowers venue, which covers against "all risks" of physical loss or
damage from any external cause except the usual and standard exclusions (including, but not
limited to wear and tear, gradual deterioration, insects, vermin, inherent vice, or damage
sustained due to or resulting from any repairing, restoration, reframing, renovating, or
retouching process that has been expressly authorized by Lender in accordance with
Paragraph 7 of the Agreement, hostile or warlike action, insurrection, rebellion, civil
disobedience, and radiation).
Rev 10/08/11
(b) The value of each work in the Loan for casualty
insurance purposes will be the scheduled value as provided on Exhibit A. The premium
for the insurance will be paid by Borrower. Proof of insurance will be delivered to
Lender before delivery of the loan to Borrower. The value specified shall determine
Borrower's responsibility for obtaining casualty insurance, but shall not be considered an
appraisal by Lender or Borrower or an amount of liquidated damages in the event of loss,
damage, or destruction of the work
(c) Lender agrees that in the event of loss or damage to the Loan,
recovery, if any, will be limited to the estimated value of the lost work(s), or the cost of
repairing or restoring the damaged work(s), such costs not to exceed the estimated value of
the work(s).
(d) Borrower will be responsible for the handling and processing of
any insurance claim with its insurer. Both parties agree to abide by the applicable
requirements and conditions imposed by the insurance certificate.
7. CARE AND PRESERVATION
(a) Borrower will exercise the same standard of care in the
preservation and safekeeping of the Loan as it has adopted or may hereafter adopt for the
preservation and safekeeping of comparable property of its own. (Any special handling
required will be outlined on an exhibit attached hereto, and these instructions will be
followed by Borrower.)
(b) Borrower will not intentionally destroy, damage, alter,
modify or change the Loan in any way whatsoever (including, without limitation, removing
frames, mats, glass or plexiglass coverings, or mounts) without explicit, prior authorization
by Lender.
(c) In the event of any damage or material deterioration to an
work in the Loan, Borrower will consult with Lender prior to the commencement of any
repairs or restoration. Lender will have the right to specify the artist(s) or other person(s)
who will make the repairs or restoration, and the expense of repairs or restoration will be paid
by Borrower and Lender as may be equitable under the circumstances.
(d) Works may be withdrawn from this Agreement at any time by
either party upon reasonable written notice. If any work is withdrawn by Borrower because it
is discovered to be in unstable or otherwise vulnerable physical condition, Borrower agrees to
notify Lender of the condition in writing and in a timely fashion.
8. EXPENSES
(a) Except as otherwise provided in this Agreement, Lender will
be responsible for the payment only of those pre-agreed upon expenses incurred in
connection with the Loan.
Rev 10/08/11
(b) Borrower will provide receipts, mv01ces or other suitable
evidence in connection with all expenses to be paid by Lender.
9. USE AND REPRODUCTION
(a) Lender warrants that it has the right to permit display of each
work in the Loan by Borrower and reproduction as provided below and Lender hereby gives
its permission to such use by Borrower at their own facilities. No work may be placed on
exhibition at fair grounds or on the premises of any national or international exposition in any
case. Borrower shall have the exclusive right to determine when, if, and for how long each
work will be exhibited.
(b) Unless notified in writing to the contrary, any works in the
Loan may be photographed or otherwise reproduced for record, publicity, educational or
other non-commercial use by Borrower.
(c) Without prior written approval from Lender, Borrower will
not permit the reproduction, photographing or filming of objects from the Loan by anyone
other than Borrower for any reason.
(d) Color transparencies suitable for reproduction may be
available from Lender for use by Borrower.
10. NOTICES
(a) All communications hereunder, except as herein otherwise
specifically provided, will be in writing. Any communications will be sent to Borrower at
the address specified above or as may be identified in writing by Borrower in the future and
to Lender, Attention: Jean Stern, Executive Director, at 18881 Von Karman Avenue, Suite
100, Irvine, California 92612. Notice will be deemed to be effective upon delivery or five
days after deposit in the U.S. mail, whichever occurs first.
(b) Borrower shall be responsible for notifying Lender of any
change of ownership or of address of Borrower.
11. TITLE
Title to the Loan will remain with Lender or, to the extent applicable, with the
owner of each work.
12. ENTIRE AGREEMENT
This instrument contains the entire Agreement of the parties relating to the
subject matter hereof, and the parties have made no agreements, representations or warranties
Rev 10/08/11
relating to the subject matter of this Agreement which are not set forth herein. No
modifications of this Agreement will be valid unless made in writing and signed by the
parties hereto.
13. CALIFORNIA LAW
This Agreement will be deemed to have been made under, and will be
governed by, the laws of the State of California (including, but not limited to, the current
provisions of Civil Code Section 1899 et seq, dealing with loans to museums and any similar
provisions that may be in force from time to time).
IN WITNESS WHEREOF, the parties have executed this agreement on the date set forth
below their respective signature.
APPROVED AS TO FORM:
LENDER
Title __ _....·D£.-\..:.....t2_t-...c:.....>:'--L?{--t?_·..J.__t<___-=-----
Date _ __.').._."--"----l\;~-=c!J'---"C"--'-A----'-1 ...... 3,___ __
BORROWER
ATTEST:
BORROWER:
FOR:
!
ARTIST:
TITLE:
MEDIUM:
SIZE:
AGREEMENT FOR LOAN OF ART BY
THE IRVINE MUSEUM
18881 Von Karman Avenue, Suite 100
Irvine, California 92612
Telephone (949) 476-0294
Facsimile (949) 476-2437
EXHIBIT A
City of San Juan Capistrano
City of San Juan Capistrano
Franz A. Bischoff (1864-1929)
San Juan Capistrano Mission Yard, 1922 (R0086-D)
Reproduction
24 x 30 inches
LENDER: The Irvine Museum
INSURANCE VALUE $750.00
2
ARTIST:
TITLE:
MEDIUM:
SIZE:
Maurice Braun ( 1877-1941)
Road to the Canyon (R0219-L)
Reproduction
30 x 40 inches
LENDER: The Irvine Museum
INSURANCE VALUE $1,000.00
~
ARTIST:
TITLE:
MEDIUM:
SIZE:
LENDER:
Alson Skinner Clark (1876-1949)
San Juan Capistrano Mission, 1921 (R0098-D)
Reproduction
35.75 x 46 inches
The Irvine Museum
INSURANCE VALUE $1,000.00
4
ARTIST:
TITLE:
MEDIUM:
SIZE:
Edgar Payne (1883-1947)
Sycamore in Autumn, Orange County Park, 1916 (R0066-0)
Reproduction
30 x 40 inches
LENDER: The Irvine Museum
INSURANCE VALUE $1,000.00
Page:!
BORROWER:
FOR:
~
ARTIST:
TITLE:
MEDIUM:
SIZE:
LENDER:
City of San Juan Capistrano
City of San Juan Capistrano
William Wendt (1865 -1946)
Saddleback Mountain, Mission Viejo, 1923 (R0152-N)
Reproduction
3 0 x 40 inches
The Irvine Museum
INSURANCE VALUE $1,000.00
Page:2
TO:
City of San Juan Capistrano
Agenda Report
Honorable Mayor and City un
11/5/2013
09
FROM: Karen P. Brust, City MA, rc •
Prepared by: Cathy Sale o, E ecutive Services Manager r:/10 .~ CS
DATE:
SUBJECT:
November 5, 2013
Consideration of Acceptance of Artwork on Loan to the City of San Juan
Capistrano from the Irvine Museum
RECOMMENDATION:
By motion, approve the Lending Loan Agreement with the Irvine Museum with a term
ending October 31, 2014.
EXECUTIVE SUMMARY:
At the August 2, 2011, City Council Meeting, Ms. Sheri Merkle, representing Ms. Joan
Irvine Smith, offered to loan the City several pieces of artwork from the Irvine Museum
collection for display within City Hall. The City Council has since approved two
consecutive one year Lending Loan Agreements; the current Agreement expired on
October 31, 2013.
DISCUSSION/ANALYSIS:
Five portraits were selected and are currently displayed in the Lobby and Council
Chambers of City Hall. The portraits will continue to be covered under an Agreement
between the City and the Irvine Museum (Attachment 1 ), and are included in the City's
property insurance binder.
FISCAL IMPACT:
The total value of the portraits is $4,750. The City's property insurance deductible is
$5,000; therefore, if damage or a loss was sustained, the cost would fall within the
deductible, which would be borne by the City.
ENVIRONMENTAL IMPACT:
Not applicable.
City Council Agenda Report
November 5, 2013
Page 2 of 2
PRIOR CITY COUNCIL REVIEW:
• August 2, 2011 -City Council approved the loan of the artwork from the Irvine
Museum.
• November 13, 2012 -City Council approved the current agreement.
COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS:
Not applicable.
NOTIFICATION:
Sheri Merkle
ATTACHMENT(S):
Attachment 1 -New Lending Loan Agreement
City of San Juan Capistrano
LENDING LOAN AGREEMENT
THE IRVINE MUSEUM
18881 Von Karman Suite 100
Irvine, California 92612
Telephone (949) 476-0294
Facsimile (949) 476-2437
Rev 10/08/11
This Loan Agreement for Art (hereafter, "Agreement") is entered into on this 24th
day of October, 2013, by and between The Irvine Museum, the ("Lender"), and City of San
Juan Capistrano, Attention: Cathy Salsedo, Executive Services Manager, 32400 Paseo
Adelanto, San Juan Capistrano, CA 92675, Telephone: (949) 443-6317 (the "Borrower").
1. THELOAN
Lender hereby agrees to loan to the Borrower the works of art reproductions
("works") specifically identified in Exhibit A attached hereto (collectively, the "Loan").
Exhibit A may be amended in writing by mutual written agreement of the parties.
2. PERIOD
The period of the Loan will be from November 1, 2013 through and
including October 31,2014, exclusive of shipping days.
3. PUBLICITY AND CREDITS
(a) Appropriate credit will be given to Lender in all publicity and
other printed matter prepared for or in connection with the Loan. The credit line for each
work of art will read as written on the Exhibit A of this agreement.
(b) Lender will be advised of the precise nature of the credit in
writing not less than 10 days in advance ofthe opening of the exhibition at the Borrower.
(c) Borrower will send to lender a copy of any publications or
catalogues prepared in association with the Loan.
4. TRANSPORTATION
(a) The Loan was delivered to Borrower during October, 2011,
during normal business hours.
(i) Lender will be responsible for organizing (and
Attachment 1
Rev 10/08/11
the cost of) the packing and transport of the Loan to Borrower and the risk of Loss during
transport.
(ii) Lender will be responsible for unloading and
unpacking the Loan. All unloading, unpacking, handling and installation of the Loan at the
premises of Borrower will be done with sufficient care so as to avoid damage to any of the
objects.
(b) The Loan will be returned to the location directed by Lender
during November, 2014, during normal business hours.
(i) Lender will be responsible for organizing (and
the cost of) and transport of the Loan to Lender and the risk ofLoss during transport.
(ii) Lender will be responsible for packing and loading the
Loan. All deinstallation, packing and loading of the Loan will be done with sufficient care so
as to avoid damage to any of the works.
(c) As previously agreed, Borrower shall not be responsible for
cost of crating, shipping and transit insurance.
5. CONDITION
(a) Each work will be presumed to have been received by
Borrower and, in turn, by Lender in the same condition as it is described on attached Exhibit
A, unless written notice of a change in condition or damage is given to the other party and the
carrier immediately upon receipt. Should the Loan appear to be damaged in packing and
transport, all packing materials must be saved until Borrower, Lender and the carrier have
had the opportunity to inspect them.
(b) Borrower and Lender will provide condition photographs and
an opportunity to inspect any damaged work where necessary.
(c) Borrower shall have the right to examine each work by all
modem, scientific methods for condition and authenticity.
6. INSURANCE
(a) Borrower will insure the Loan wall-to-wall under its "all risk"
fine arts policy while at Borrowers venue, which covers against "all risks" of physical loss or
damage from any external cause except the usual and standard exclusions (including, but not
limited to wear and tear, gradual deterioration, insects, vermin, inherent vice, or damage
sustained due to or resulting from any repairing, restoration, reframing, renovating, or
retouching process that has been expressly authorized by Lender in accordance with
Paragraph 7 of the Agreement, hostile or warlike action, insurrection, rebellion, civil
disobedience, and radiation).
Rev 10/08/11
(b) The value of each work in the Loan for casualty
insurance purposes will be the scheduled value as provided on Exhibit A The premium
for the insurance will be paid by Borrower. Proof of insurance will be delivered to
Lender before delivery of the loan to Borrower. The value specified shall determine
Borrower's responsibility for obtaining casualty insurance, but shall not be considered an
appraisal by Lender or Borrower or an amount of liquidated damages in the event of loss,
damage, or destruction of the work.
(c) Lender agrees that in the event of loss or damage to the Loan,
recovery, if any, will be limited to the estimated value of the lost work(s), or the cost of
repairing or restoring the damaged work(s), such costs not to exceed the estimated value of
the work(s).
(d) Borrower will be responsible for the handling and processing of
any insurance claim with its insurer. Both parties agree to abide by the applicable
requirements and conditions imposed by the insurance certificate.
7. CARE AND PRESERVATION
(a) Borrower will exercise the same standard of care in the
preservation and safekeeping of the Loan as it has adopted or may hereafter adopt for the
preservation and safekeeping of comparable property of its own. (Any special handling
required will be outlined on an exhibit attached hereto, and these instructions will be
followed by Borrower.)
(b) Borrower will not intentionally destroy, damage, alter,
modify or change the Loan in any way whatsoever (including, without limitation, removing
frames, mats, glass or plexiglass coverings, or mounts) without explicit, prior authorization
by Lender.
(c) fu the event of any damage or material deterioration to an
work in the Loan, Borrower will consult with Lender prior to the commencement of any
repairs or restoration. Lender will have the right to specify the artist(s) or other person(s)
who will make the repairs or restoration, and the expense of repairs or restoration will be paid
by Borrower and Lender as may be equitable under the circumstances.
(d) Works may be withdrawn from this Agreement at any time by
either party upon reasonable written notice. If any work is withdrawn by Borrower because it
is discovered to be in unstable or otherwise vulnerable physical condition, Borrower agrees to
notify Lender of the condition in writing and in a timely fashion.
8. EXPENSES
(a) Except as otherwise provided in this Agreement, Lender will
be responsible for the payment only of those pre-agreed upon expenses incurred in
connection with the Loan.
Rev 10/08/11
(b) Borrower will provide receipts, mvmces or other suitable
evidence in connection with all expenses to be paid by Lender.
9. USE AND REPRODUCTION
(a) Lender warrants that it has the right to permit display of each
work in the Loan by Borrower and reproduction as provided below and Lender hereby gives
its permission to such use by Borrower at their own facilities. No work may be placed on
exhibition at fair grounds or on the premises of any national or international exposition in any
case. Borrower shall have the exclusive right to determine when, if, and for how long each
work will be exhibited.
(b) Unless notified in writing to the contrary, any works in the
Loan may be photographed or otherwise reproduced for record, publicity, educational or
other non-commercial use by Borrower.
(c) Without prior written approval from Lender, Borrower will
not permit the reproduction, photographing or filming of objects from the Loan by anyone
other than Borrower for any reason.
(d) Color transparencies suitable for reproduction may be
available from Lender for use by Borrower.
10. NOTICES
(a) All communications hereunder, except as herein otherwise
specifically provided, will be in writing. Any communications will be sent to Borrower at
the address specified above or as may be identified in writing by Borrower in the future and
to Lender, Attention: Jean Stem, Executive Director, at 18881 Von Karman Avenue, Suite
100, Irvine, California 92612. Notice will be deemed to be effective upon delivery or five
days after deposit in the U.S. mail, whichever occurs first.
(b) Borrower shall be responsible for notifYing Lender of any
change of ownership or of address of Borrower.
11. TITLE
Title to the Loan will remain with Lender or, to the extent applicable, with the
owner of each work
12. ENTIREAGREEMENT
This instrument contains the entire Agreement of the parties relating to the
subject matter hereof, and the parties have made no agreements, representations or warranties
Rev 10/08/11
relating to the subject matter of this Agreement which are not set forth herein. No
modifications of this Agreement will be valid unless made in writing and signed by the
parties hereto.
13. CALIFORNIA LAW
This Agreement will be deemed to have been made under, and will be
governed by, the laws of the State of California (including, but not limited to, the current
provisions of Civil Code Section 1899 et seq, dealing with loans to museums and any similar
provisions that may be in force from time to time).
IN WITNESS WHEREOF, the parties have executed this agreement on the date set forth
below their respective signature.
APPROVED AS TO FORM:
LENDER
Title __ ...... 'D~\_,__t2._t-~'--Ljp-'-·..~____t<_::::o-~--
Date _ _____.A<......:.......ltt-----=-l!J--"'C'--'-?/:___,_/_ ----e.3'-----
BORROWER
City of San Juan Capistrano
By ____________________________ __
Title -----------------------------
Date -----------------------------
ATTEST:
Maria Morris, City Clerk
AGREEMENT FOR LOAN OF ART BY
THE IRVINE MUSEUM
18881 Von Karman Avenue, Suite 100
Irvine, California 92612
Telephone (949) 476-0294
Facsimile (949) 476-2437
EXHIBIT A
BORROWER: City of San Juan Capistrano
FOR: City of San Juan Capistrano
!
ARTIST:
TITLE:
MEDIUM:
SIZE:
LENDER:
Franz A. Bischoff (1864-1929)
San Juan Capistrano Mission Yard, 1922 (R0086-D)
Reproduction
24 x 30 inches
The Irvine Muse urn
INSURANCE VALUE $750.00
6.
ARTIST:
TITLE:
MEDIUM:
SIZE:
LENDER:
Maurice Braun (1877-1941)
Road to the Canyon (R0219-L)
Reproduction
30 x 40 inches
The Irvine Museum
INSURANCE VALUE $1,000.00
J
ARTIST:
TITLE:
MEDIUM:
SIZE:
LENDER:
Alson Skinner Clark (1876-1949)
San Juan Capistrano Mission, 1921 (R0098-D)
Reproduction
35.75 x 46 inches
The Irvine Museum
INSURANCE VALUE $1,000.00
~
ARTIST:
TITLE:
MEDIUM:
SIZE:
LENDER:
EdgarPayne (1883-1947)
Sycamore in Autumn, Orange County Park, 1916 (R0066-0)
Reproduction
30 x 40 inches
The Irvine Museum
INSURANCE VALUE $1,000.00
Page:]
32400 PASEO ADELANTO
SI\N JUAN CAPISTRANO. CA 92675
(949) 493-1171
(949) 493-1053 FAX
TRANSMITTAL
TO:
The Irvine Museum
18881 Von Karman, Suite 100
Irvine, CA 92612
Attn: Macey Maldonado
DATE: November 7, 2013
FROM: Manny Ruelas, Office Assistant (949) 443-6308
RE: Lending Loan Agreement-Works of Art Reproductions.
MEMSERS OF 'HE CITY -:::OlJNCil
SAM ALLEVA TO
ROY!. BYRNES. MD
!_ARRY KRAMER
DEREK REEVE
JOHN TAYI.OR
Thank you for providing documentation confirming compliance with the terms of the agreement
related to insurance.
Please keep in mind this documentation must remain current with our office during the term of
the agreement. If you have questions related to insurance requirements, please call Christy
Jakl, Deputy City Clerk at (949) 443-6310.
If you have questions concerning the agreement, please contact Cathy Salcedo, Executive
Services Manager at (949) 443-6317.
Enclosed is Lending Loan Agreement for your records.
Cc: Cathy Salcedo, Executive Services Manager
San J/lan Capistrano.· Pre,-,,., mg Ilk Pas tr; l:·nhull( c the Future
Today's Date: October 29, 2013
FINAL CONTRACT TRANSMITTAL
COUNCIL MEETING DATE (if applicable): --\-\\+-~\-<:d-_DQ-+--.-L--t: _ ~ \
It/ I Reviewed as to form by City Attorney and date approved ------
Project Manager's Last Name: _S_a_lc_e_d_o ________ _ Phone Extension: 6317 ·-----
CIP No. (if any):--------
APPROVING AUTHORITY: (Check One)
[{] Mayor
D City Manager
D SJCHA Chair
D
D
SACRA Chair
Oversight Board Chair
Provide (1) executed original contract for each signing party, including the City. If the agreement is to be
recorded-only (1) original will be recorded with certified copies going to other parties.
Please provide the mailing address of any party to receive an agreement -unless the mailing address is
included within the body of the agreement:
Name(s) Street City St Zip
The Irvine Museum Attn: Macey Maldonado 18881 Von Karman, Ste. 100 Irvine CA 92612
OTHER INSTRUCTIONS:
Artwork Loan to City.
Form Date: 9/2012 D-7