Depts must provide: / For Internal Use Only
OES must provide:
ESAF # / OES Contract #
Chart/Field Account # / -- / Analyst
Customer ID #
BELL MUSEUM OF NATURAL HISTORY
TOURING EXHIBITION
LOAN AGREEMENT
Exhibition Name:
Exhibition Dates:
Borrowing Institution:
Name:
Address:
Contact:
Email:
Phone:
Shipping Address:
Security Level:
Value of the Exhibit:
Rental Fee:
THIS LOAN AGREEMENT (the “Agreement”) is entered into by and between Regents of the University of Minnesota(“University”), and the above named BorrowingInstitution (“Borrower”) and effective when signed by both parties. This Agreement is entered into by the University through its James Ford Bell Museum of Natural History.
University and Borrower agree as follows:
1.The Exhibition. University shall lend and Borrower shall borrow the above-named exhibition belonging to University, as more fully described on the attached Attachment A (the “Exhibit”). Special requirements for the Exhibit, if any, are attached as Attachment B.
2.The Term. The term of this Agreement shall commence on the date of last signature and end six months after the final Exhibition Date (the “Term’). The Term may be extended with the written consent of University and by an addendum to this Agreement signed by Borrower and University.
3.Care of Exhibit. Borrower shall take all reasonable precautions to protect the Exhibit from damage and loss, including, but not limited to, damage or loss attributed to theft, vandalism, or mishandling, and to deterioration caused by extremes of heat, light or humidity. Borrower agrees to take all fire precautions according to local fire department regulations. In any event, Borrower shall be liable for repair or replacement of any damage to or loss of the Exhibit, or any part thereof, while the Exhibit is on Borrower’s property or in transit from or to the University (or the next borrower).
Any loss or damage to the Exhibit must be reported no later than the next business day to the James Ford Bell Museum Traveling Exhibits Department at (612) 624-2357 during normal business hours.
4.Exhibit Rental Fee. The above-named Exhibit rental fee (the “Fee”) isfor the rental period. A non-refundable deposit in the amount of and no/100 dollars ($) is due upon submission of the signed Loan Agreement to University. The Fee, minus the depositand plus any applicable sales tax, is payable to the University no later than thirty days prior to the commencement of the Exhibition.
5.Conditions of Loan.
5.1The Exhibit shall not be repaired, retouched, or altered in any way except with the prior written consent of University. Cleaning of the Exhibit shall require University consent and shall be conducted according to written instructions provided by University. Borrower shall submit a condition report on the Exhibit to University upon arrival and departure from location in the form attached to this Agreement as Attachment C.
5.2Borrower agrees to pay all transportation costs for the Exhibit to and from the University (or to the next borrower if requested to do so by University), including shipping, set up and take down expenses. The Exhibit shall be returned to University (or to the next borrower if requested to do so by University) in the same packing cases and using the same packing pads and materials in which the Exhibit was shipped to Borrower.
5.3Borrower may photograph the Exhibit for the catalogue and to promote the Exhibit. Copies of any promotional material will be provided to University for its review and approval. Borrower may not reproduce the Exhibit in whole or in part or in any media for any other purpose, including, but not limited to, sale.
5.4Recognition shall be given to the University of Minnesota, James Ford Bell Museum of Natural History for loan of the Exhibit to Borrower in all Borrower’s publicity or promotional materials for the Exhibit.
5.5Borrower must present the Exhibit in such a way as is consistent with the thematic and specific content of the Exhibit as authorized by the University. Borrower shall not augment the Exhibit without prior written approval from the University. The Exhibit must be shown intact and in its entirety. No component may be omitted from the Exhibit without prior written approval from the University.
6.Insurance.Borrower agrees to insure the Exhibit during the Term against “All Risk” property perils, including but not limited to transit and storage, and to acceptfull financial responsibility for the deductible amount, if any. Borrower also agrees to maintain Commercial General Liability insurance with a $1,000,000 occurrence coverage limit throughout the Term, and the Commercial General Liability insurance shall be endorsed to add ‘Regents of the University of Minnesota’ as an Additional Insured. All such insurance shall be primary insurance without the right of contribution by any insurance carried by the University. Borrower shall deliver to the University prior to the commencement of the Term Certificate of Insurance evidencing Property and Liability insurances as noted above.
Borrower agrees to provide the University with written notice within twenty-four hours (but not later than the next business day) of any physical damage to the Exhibit, or any claim of liability alleged to have arisen from the Exhibit.
7.Indemnification. Borrower agrees to defend, indemnify and hold harmless University, its Regents, officers, employees and agents (each of which shall be referred to as an “Indemnitee”) from and against any and all claims, actions, judgments, damages, liabilities and expenses, including, but not limited to, reasonable attorney’s fees, imposed upon, incurred by, or asserted against an Indemnitee arising from or relating to Borrower’s obligations under this Agreement.
8.Limitation of Remedies. University makes no warranties, express or implied, as toExhibit or the items contained therein.IN NO EVENT SHALLUNIVERSITY'SLIABILITY FOR BREACH OF CONTRACTINCLUDE DAMAGES FOR WORK STOPPAGE, LOST DATA, OR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFIT), OF ANY KIND. THE UNIVERSITY’S LIABILITY TOBORROWER FOR BREACH OF THIS AGREEMENT SHALL NOT EXCEED THE MONETARY CONSIDERATION PAID TO THE UNIVERSITY UNDER THIS AGREEMENT.
9.Notices. All notices and other communications that a party is required or elects to deliver shall be in writing and shall be delivered personally or by facsimile or electronic mail (provided such delivered is confirmed) or by a recognized courier services or by United States mail, first class, postage prepaid, certified, return receipt requested, to the other party at the following addresses:
If to the University: Regents of the University of Minnesota
James Ford Bell Museum of Natural History
Touring Exhibition Services
10 Church Street SE
Minneapolis, MN 55455
E-mail:
With a copy of notices of default to:Regents of the University of Minnesota
Office of the General Counsel
Attn.: Transactional Law Services Group
360 McNamara Alumni Center
200 Oak Street SE
Minneapolis, MN 55455-2006
E-mail:
If to Borrower:As shown on Page 1 of this Agreement
10.Force Majeure. No party to this Agreement shall be responsible for any delays or failure to perform any obligation under this Agreement due to acts of God, strikes or other disturbances, including, without limitation, war, insurrection, embargoes, governmental restrictions, acts of governments or governmental authorities, and any other cause beyond the control of such party. During an event of force majeure the parties’ duty to perform obligations shall be suspended.
11.Independent Contractors. It is expressly understood thatUniversity and Borrower are independent contractors and not the agent, partner, or employee of the other. In this regard, neither party shall have the authority to enter into any contract or agreement to bind the other and shall not represent to anyone that it has such authority.
12.Applicable Law. This Agreement shall be construed in accordance with the laws of the State of Minnesota.
IN WITNESS WHEREOF, University and Borrower have executed this Agreement as of the date indicated below. Each individual signing below represents that they have the authority to bind the party on whose behalf they are signing.
Regents of the University of MinnesotaBy:
Name:
Title:
Date: / Borrowing Institution
By:
Name:
Title:
Date:
FORM: OGC-SC134
Form Date: 07.27.12
Revision Date: 09.05.18
1
ATTACHMENT A
Description of Exhibit
[To be attached]
FORM: OGC-SC134
Form Date: 07.27.12
Revision Date: 09.05.18
A-1
ATTACHMENT B
Exhibit Special Requirements
1.Ceiling Height:
2.Climate Control:
3.Compressed Air:
4.Computer must be provided:
5.Electricity:
6.Gallery Supervision:
7.Security Level:
8.Internet Connection:
9.Lighting Requirements:
10.Crating and Shipping:
11.Water/Drainage: :
12.Other:
FORM: OGC-SC134
Form Date: 07.27.12
Revision Date: 09.05.18
B-1
ATTACHMENT C
Condition of Exhibit Report
Please fill this out upon arrival to and departure from your location.
Title:Medium: / Size:
Name: / Date: :
Original Condition:
Title:
Medium:Size:
Name:Date:
Original Condition:
Name:Date:
Location: / Condition:
Name:
Date:
Location: / Condition:
Name:
Date:
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Name:
Date:
Location: / Condition:
Name:
Date:
Location: / Condition:
Name:
Date:
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Name:
Date:
Location: / Condition:
Name:
Date:
Location: / Condition:
Name:
Date:
Location: / Condition:
FORM: OGC-SC134
Form Date: 07.27.12
Revision Date: 09.05.18
C-1