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12-1013_THE IRVINE MUSEUM_Lending Loan AgreementRev 10/08/11 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 This Loan Agreement for Art (hereafter, "Agreement") is entered into on this 13th day of October, 2012, by and between The Irvine Museum, the ("Lender"), and City of San Juan Capistrano, Attention: Karen Brust, City Manager, 32400 Paseo Adelanto, San Juan Capistrano, CA 92675, Telephone: (949) 443-6317 (the "Borrower"). 1. THE LOAN 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, 2012 through and including October 31, 2013, 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, 2012, 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 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, refiraming, 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 writmg and in a timely fashion. 8. EXPENSES (a) Except as otherwise provided in this Agreement, Lender will be responsible for the pa3mient only of those pre-agreed upon expenses incurred in connection with the Loan. 1 Rev 10/08/11 (b) Borrower will provide receipts, invoices 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. 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 0 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. A ATTEST/: 1 HI Maris MoPFisy CF(y Clerk LENDER The Irvine Mu Title k\{E^MlO Date 119 - V3 - 7^^-^ Title _ Date \ APPROVED AS TO FORM: Hans Van Ligten, Crtf^orney 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 1 ARTIST: Franz A. Bischoff (1864-1929) TITLE: San Juan Capistrano Mission Yard, 1922 (R0086-D) MEDIUM: Reproduction SIZE: 24x30 inches LENDER: The Irvine Museum INSURANCE VALUE $750.00 2 ARTIST: Maurice Braun (1877-1941) TITLE: Road to the Canyon (R0219-L) MEDIUM: Reproduction SIZE: 30x40 inches LENDER: The Irvine Museum INSURANCE VALUE $1,000.00 3 ARTIST: Alson Skinner Clark (1876-1949) TITLE: San Juan Capistrano Mission, 1921 (R0098-D) MEDIUM: Reproduction SIZE: 35.75 x 46 inches LENDER: The Irvine Museum INSURANCE VALUE $1,000.00 4 ARTIST: Edgar Payne (1883-1947) TITLE: Sycamore in Autumn, Orange County Park, 1916 (R0066-O) MEDIUM: Reproduction SIZE: 30x40 inches LENDER: The Irvine Museum INSURANCE VALUE $1,000.00 Page:l BORROWER: City of Sah Juan Capistrano FOR: City of San Jnan Capistrano 5 ARTIST: William Wendt (1865 - 1946) TITLE: Saddleback Mountain, Mission Viejo, 1923 (R0152-N) MEDIUM: Reproduction SIZE: 30x40 inches LENDER: The Irvine Museum INSURANCE VALUE $1,000.00 Page:2