Loading...
CM-2026-167 - 6/17/2026 CHIHULY ARTWORK LOAN AGREEMENT This Artwork Loan Agreement("Agreement") is entered into on [ 6/17/2026 ] ("Effective Date") between Chihuly, Inc., dba Chihuly Studio, a Washington corporation ("Chihuly"), and the City of Round Rock whose address is 221 East Main Street, Round Rock,Texas 78664 ("Borrower"). Borrower wishes to borrow the Artwork(defined below)for display at the City Arts Center located at 216 East Main Street, Round Rock,Texas 78664 ("Site") and Chihuly desires to loan the Artwork to Borrower for display at the Site in accordance with the terms of this Agreement. Therefore,the parties agree as follows: 1. Loan Terms; Display; Return of Artwork. 1.1. Loan of Artwork. Subject to the terms of this Agreement, Chihuly hereby loans to Borrower a collection of Artwork designed by Dale Chihuly(the"Artist"),as more fully described in Exhibit A attached (the"Artwork"). 1.2. Loan Term. Chihuly will loan the Artwork from the day of delivery in July 2026 to October 30, 2026, or after that date, until the Artwork is in Chihuly's custody and control, whichever is later ("Loan Period"). 1.3. Shipping. Chihuly will arrange for shipping of the Artwork to the Site as a consolidated shipment with the commissioned Chandelier, Ruby Sunstone Pineapple Chandelier under the terms of the commission agreement dated December 18, 2025. Return shipping of the Artwork is at Borrower's expense. 1.4. Display. The Artwork will be displayed by Borrower at the Site ("Display") in a manner mutually approved by Chihuly and Borrower. The credit line(s) for Display of each Artwork are fully described in Exhibit A. Each Artwork Display should also include the following acknowledgment: "This Artwork is on loan to the City of Round Rock in cooperation with Chihuly Studio. The work displayed is protected by copyright and any copying is expressly prohibited." 1.5. Return. Borrower will permit Chihuly and its agents access to the Site to deinstall and remove the Artwork on or after October 30, 2026, or upon any earlier expiration or termination of this Agreement for any reason. Borrower will cooperate fully with such removal and shall not interfere with or delay Chihuly's exercise of its rights under this Section. 2. Costs and Commission Fee. 2.1. Costs. Borrower is responsible for all costs for the deinstallation, return shipping of the Artwork to Chihuly,site preparation, lighting,signage, and security. 2.2. Commission Fee.Artwork displayed at the Site is for sale and Borrower may process sales of the Artwork. The Borrower may retain as a commission 20% of the purchase price of the Artwork. Chihuly may offer discounted pricing for certain clients and in such cases,the purchase price,for calculating any Commission owed to the Borrower,will be the price after any Chihuly discounts. Borrower may offer a client a discount up to 20% of the asking price, but any such Borrower- offered discount only reduces Borrower's Commission dollar for dollar and does not reduce the amount due to Chihuly.The asking price does not include Shipping Costs,installation fees or cost, Artwork Loan Agreement-City of Round Rock Page 1 of 13 CONFIDENTIAL CM 2D2 1,-Iü7 reimbursables expenses, taxes, and any other fees, costs, expenses associated with the sale, display and/or installation of the Artwork. Borrower is responsible for collecting all amounts due from clients and remitting payment in full to Chihuly prior to releasing any loaned Artwork to the client. 2.3. Taxes. Borrower will be solely responsible for and will collect, as applicable, and will pay when due, all sales, excise, and gross receipts taxes, business or inventory personal property taxes, export and/or import duties and fees, customs, tariffs, or other charges imposed by governmental agencies (exclusive of income taxes) upon or related to the delivery, transfer, installation, return, or display of the Artwork (collectively "Taxes") whether such amounts are required to be collected by Borrower or Chihuly, or are payable directly to a taxing authority. If Borrower fails to collect and pay Taxes when due and Chihuly is required to pay any Taxes as a result of such failure, Borrower will be required to reimburse Chihuly for such Taxes and any associated penalties. 2.4. Payment. Unless otherwise stated herein, all amounts owed by Borrower to Chihuly under this Agreement, including without limitation rescheduling fees and reimbursable costs and expenses shall be due and payable within thirty(30)days after Chihuly invoices for such amounts. 2.5. Interest. Borrower will pay interest at a rate of 1.0% per month (12% per annum) (or the maximum interest rate allowed by applicable law, whichever is lower) on any amounts due hereunder to Chihuly from the date due until paid in full. 3. Site Preparation. Borrower is responsible for preparing the site for the installation of Artwork in accordance with Chihuly's instructions prior to the delivery of the Artwork including: a) Providing lighting for the Artwork. b) Providing stands for the Artwork. 4. Installation. During installation of the Artwork, Borrower shall make areas near the Artwork installation location available to Chihuly for staging the Artwork, shipping boxes, supplies,tools, and equipment. Borrower shall not hold parties or events in the staging areas during the installation of the Artwork and will take all necessary steps to prevent access to the installation location and staging area to anyone but Chihuly staff. Borrower shall advise its event staff of this provision upon signing this Agreement. 5. Terms and Conditions. This Agreement is subject to the attached Terms and Conditions, which are incorporated herein by this reference. signature page follows Artwork Loan Agreement—City of Round Rock Page 2 of 13 CONFIDENTIAL The parties have made and executed this Agreement as of the Effective Date. CHIHULY: Borrower: Chihuly, Inc. City of Round Rock By: /2-a6�c BY� Marney Zellers Name: gra a ks B eArt . t Chief Financial Officer Title: C /fLj M ovi 2 r Notice Address: Notice Address: 1111 NW 50th St. 221 E. Main Street Seattle, WA 98107 Round Rock,Texas 78664 Phone: (206)781-8707 Phone: (512)671-2705(x2705) Attn: Legal Attn: Scot Wilkinson Email: notices@chihuly.com Email:swilkinson@roundrocktexas.gov With a copy to: keris@chihuly.com Artwork Loan Agreement—City of Round Rock Page 3 of 13 CONFIDENTIAL TERMS AND CONDITIONS 1. Care and Security of Artwork. Borrower shall take all Chihuly upon Borrower's breach of the terms and reasonable care to secure and conserve the Artwork conditions in this Paragraph 3 and in Exhibit C.Chihuly will during the Loan Period. This includes without limitation: cooperate with Borrower and provide such assistance to (a)adhering to the care instructions set forth in Exhibit B, Borrower's public relations efforts and development of (b) taking precautions against theft, damage, and Promotional Materials as Chihuly considers appropriate vandalism, including but not limited to the provision of under the circumstances. Except as otherwise expressly security guards or electronic surveillance at Borrower's permitted in Exhibit C, any commercial use images of the expense that is commensurate with the retail value of the Artwork require a separate copyright license from Chihuly Artwork; (c) precautions against exposing Artwork to or Artists Rights Society. For any film or audio material direct contact with heating, and ventilating outlets; and created by Borrower as may be permitted in Exhibit C, (d) if applicable, protecting Artwork on paper from Borrower hereby grants to Chihuly a non-exclusive, humidity,exposure to sunlight,strong incandescent light, irrevocable, royalty free license to use such material, in or fluorescent light (unless Borrower uses ultra-violet whole or in part,for Chihuly's own promotional purposes, resistant filters in accordance with accepted conservation to create derivative works, or for any other legitimate practices). Borrower shall not undertake any alteration, business purpose.]OR[Intentionally Omitted. deinstallation, restoration, or repair of the Artwork, 4. Guest Photography. Unless exhibited against other without prior written approval by Chihuly. artifacts where photography is prohibited or per 2. Reports of Loss. "Loss", as used in this Agreement, Borrower's standard permissions concerning means any and all damage to the Artwork as a result of photography, the general public may photograph the accident, theft, negligence, vandalism, weather, or any Display for non-commercial purposes only. In such case, other cause, but does not include damage to Artwork Borrower will post the following signage easily visible to while the Artwork is handled by Chihuly staff during guests of the Display: installation or deinstallation. Borrower shall immediately "Photography of the artwork is permitted for report any and all Loss to Chihuly. Borrower must retain personal, non-commercial use only." and photograph all damaged Artwork and promptly provide such images to Chihuly within 24 hours of Borrower will also communicate such messaging to its becoming aware of the damage. Following consultation invited guests and will advise guests that the sale or with Chihuly, Borrower shall either store the damaged commercial distribution of images of the Artwork Artwork in a safe, secure location on Site or return the constitutes copyright infringement, including through Artwork to Chihuly pending advice of Borrower's stock photography or similar websites. insurance carrier or Chihuly. Borrower is responsible for filing any necessary reports or claims for insurance for any 5. Intellectual Property Rights. Borrower acknowledges damage that occurs to the Artwork while at the Site. and agrees that Chihuly or Artist owns all copyright, trademark and other intellectual property rights relating 3. Promotion. Borrower will exercise commercially to the Artwork and to the CHIHULY trademark. Except for reasonable efforts to promote the Display with its viewing the limited license expressly set forth herein for public. Subject to Borrower's compliance with the terms Promotional Materials, Chihuly reserves all intellectual and conditions of this Agreement, including without property rights in the Artwork, including but not limited limitation,the terms and conditions in Exhibit C.Borrower to,the designs, photos,and images of the Artwork.These may, at its sole expense, create promotional materials, rights include, without limitation, all copyright, patent, including advertising, marketing, sideline, photographs, trademark, trade name,trade dress, trade secrets, rights video,audio recordings,and other content referencing or of publicity and rights associated with the Visual Artists displaying all or part of the Artwork, the Artist, other Rights Act of 1990 and other droit moral rights,and similar Chihuly artwork or imagery,or the Chihuly name,that are rights in any country or jurisdiction. prepared by or on behalf of Borrower and distributed directly or indirectly through any medium in connection 6. Limitations of Intellectual Property Use. Without the with the Display("Promotional Materials"). Borrower will advance written consent of Chihuly,Borrower may not(a) provide its marketing team and partners a copy of Exhibit use Artist's image, likeness, signature, or name for any C. Borrower's right to create and use Promotional purpose whatsoever (excluding proper identification as Materials as provided herein is immediately revocable by Artwork Loan Agreement—City of Round Rock Page 4 of 13 CONFIDENTIAL creator of the Artwork), (b) make any commercial use of 8. Effect of Termination. Following termination or the Artwork or imagery of the Artwork other than what is expiration of this Agreement, Borrower will (a)return the expressly permitted in this Agreement, (c) use the name Artwork to Chihuly immediately and in accordance with Chihuly or the title of the Display in any URL or to create Chihuly's instructions, and (b) discontinue using the any social media accounts, any such accounts will be Chihuly trade name and trademarks, including deleting required to be deleted or surrendered to Chihuly's any references to the Artist or Artwork on Borrower's control. Consent for such uses shall be in the form of website or other electronic media and destroying all separate license agreements and may require payment of physical Promotional Materials that reference Chihuly, a fee. For the purpose of this Agreement, "commercial the Artist or the Artwork. Notwithstanding the foregoing, use" includes without limitation: selling images of the if Borrower fails to return the Artwork as directed by Artwork, posting images of the Artwork to stock Chihuly, Chihuly reserves the right to enter the Site, upon photography websites, the use of images of the Artwork reasonable advance notice to Borrower, and remove the to promote goods or services, the manufacture of scaled Artwork. models and other three-dimensional representations and replicas of the Artwork as well as sideline materials such 9. Risk of Loss. Borrower assumes all risks for Loss to any as key chains, magnets, mugs, t-shirts, paper goods, and of the Artwork from the moment the Artwork is delivered similar items featuring images of the Artwork for sale or to the Site until the Artwork is tendered to the carrier for other distribution. return shipment to Chihuly.Chihuly will be responsible for any damage caused by Chihuly team members while 7. Term and Termination. Unless earlier terminated as installing or deinstalling the Artwork at the Site. provided herein, this Agreement shall in effect from the 10. Insurance by Borrower. Borrower shall insure the Effective Date until Borrower has returned all Artwork and Artwork against Loss for exactly its full retail value and Chihuly has confirmed receipt of them. If Chihuly fails to shall not insure for more than such retail value without perform any material provision of this Agreement Chihuly's prior written consent. The retail value is (following written notice of such breach and a thirty(30) determined solely by Chihuly and will be provided to day opportunity to cure),then Chihuly will be in breach of Borrower. Such insurance will be effective during time this Agreement and Borrower, in addition to any right or Borrower is liable for risk of loss as described in Paragraph remedy available to Borrower under this Agreement, at 9. Such insurance will be an all-risk policy from a law, or in equity, may terminate this Agreement by creditworthy and reputable insurance company insuring written notice. the Artwork against Loss in an amount equal to the full If Borrower fails to perform any material provision of this retail value, subject to standard exclusions. All insurance Agreement, including but not limited to any payment proceeds shall be paid directly to Chihuly as loss payee up obligations (following written notice of such breach and to the full retail value of the Artwork;any excess proceeds fifteen(15)days to cure),then Borrower will be in breach received by Borrower (including if over-insurance occurs of this Agreement and Chihuly may promptly terminate despite the prohibition herein)shall be promptly remitted this Agreement by written notice and retain all payments to Chihuly. Borrower is responsible for immediately filing received from Borrower,and remove its Artwork from the any necessary reports or claims for insurance for any Loss. Site in addition to any right or remedy available to Chihuly Borrower will promptly reimburse Chihuly in the amount under this Agreement, at law, or in equity, and Borrower of the full retail value of each piece of Artwork lost,stolen, will have no further claim or right in the Display or the damaged, or destroyed to the extent Borrower's Artwork. insurance policy or policies do not pay such amount within Either party may terminate the Agreement without cause 120 days of the Loss. Borrower shall provide a Certificate upon thirty (30) days' written notice. Chihuly may of Insurance to Chihuly evidencing such insurance terminate this Agreement effective immediately by coverage and the designation of Chihuly as loss payee providing written notice to Borrower upon the occurrence prior to shipment of the Artwork to the Site. of any of the following events:(a) Borrower's bankruptcy, 11. Disclaimer of Warranty; Limitation of Liability. insolvency or any other similar event under applicable Chihuly disclaims, and Borrower hereby waives, all laws; or (b) any change in Borrower's business or express and implied warranties, including statutory operational profile that in Chihuly's sole opinion,would be warranties,warranties of merchantability,and warranties inconsistent with Chihuly's reputation or business of fitness for a particular purpose to the extent that such strategy or otherwise could damage Chihuly's goodwill. warranties may be waived by contract.THE ARTWORK IS ACCEPTED BY BORROWER AS IS/WHERE IS. Except in the Loan Agreement—City of Round Rock Page 5 of 13 CONFIDENTIAL case of Chihuly's,or its agent's,employee's or contractor's of a disclosure,or any other act or omission, by Borrower negligence or willful misconduct, (a) Borrower alone will in breach of this Agreement). be liable to any and all individuals or entities for any claims, damages, or suits, including, but not limited to, 14. No Joint Venture or Partnership; No Employee claims for personal injury or damages, arising from or Benefits. Nothing in this Agreement will be construed to related to the Artwork,and (b)in no event will Chihuly be create a joint venture or partnership relationship between liable for any damages of any kind or nature, including the parties, and neither party will function as though, or direct, indirect, special, consequential, or incidental represent to third parties that,it is a partner of the other. damages arising from or in connection with the Borrower will perform its obligations under the installation,deinstallation,or Display of the Artwork. Agreement as an independent contractor, and not as an employee,and is therefore not eligible for nor covered by 12. Release and Indemnification. Borrower hereby any employee benefits,workers compensation,employer- releases and agrees to defend, indemnify, and hold paid Social Security,or unemployment contributions. harmless Chihuly and its officers, directors, managers, employees, representatives,contractors,and any of their 15. Attorneys' Fees and Costs. If suit or action is respective affiliates from and against all losses,damages, commenced by either party against the other concerning fines, penalties, suits, liabilities, claims and expenses this Agreement, the prevailing party will be awarded its (including but not limited to attorneys' fees and costs), costs and reasonable attorneys' fees, including any costs arising out of or related to (a) the Display, including, or fees incurred on appeal. without limitation, claims arising out of or related to the 16. Applicable Law; Jurisdiction. This Agreement, and Artwork, the conditions at the Site,failure of or defect in any dispute relating to or arising from this Agreement,will the structures at the Site, and the negligence or willful be governed and construed in accordance with the laws of misconduct of Borrower, its agents, employees, the State of Washington without reference to the choice contractors, architects, and engineers to the extent such of law provisions thereof.The parties hereby irrevocably liability does not result from the negligence or intentional submit to the exclusive jurisdiction of the federal and state misconduct of Chihuly or its employees and agents;or(b) courts sitting in Seattle, King County, Washington and the failure by Borrower to perform or comply with any of agree to the exclusive jurisdiction of such courts for all the terms,conditions,or covenants herein. purposes permitted under this Agreement,including entry 13. Confidentiality. Except as otherwise required by law, of any injunctive relief, confirmation of any such award Borrower shall treat this Agreement and the terms and entry of judgment thereon. contained herein, as well as any non-public data or 17. No Assignment. Borrower will not (by contract, information (whether oral or written), including but not operation of law, or otherwise) assign this Agreement or limited to, any proprietary or non-public information any right or interest in this Agreement without the prior regarding Dale Chihuly, his family members, Chihuly, its written consent of Chihuly. Subject to the foregoing affiliates, and their products, customers, and strategic restriction on assignments by Borrower, this Agreement plans(collectively,"Confidential Information"),as strictly will be fully binding upon, inure to the benefit of, and be confidential and shall not disclose or make available such enforceable by the parties and their respective Confidential Information to any third party without the successors, heirs,and permitted assigns. prior written consent of Chihuly. Borrower shall not use any Confidential Information other than for the purpose 18. Construction. Each of the parties has reviewed and of exercising its rights or performing its obligations under examined this Agreement,and the rule of construction to this Agreement.Notwithstanding the foregoing,Borrower the effect that any ambiguities are to be resolved against may, on a strict need-to-know basis and subject to the drafting party will not be employed in the confidentiality obligations that are at least as restrictive as interpretation of this Agreement, its exhibits, or any those in this Agreement, disclose the terms of this amendments.This Agreement will be given a reasonable Agreement to its legal advisors, financial advisors, and interpretation in accordance with the plain meaning of its Borrower's employees or agents who have a need to know terms. such information to perform Borrower's obligations under 19. Integration;Amendments.This Agreement,including this Agreement. For clarity,Confidential Information shall any respective schedules and Exhibits and these Terms not include any information that is or becomes available and Conditions, constitutes the entire understanding to or generally known to the public(other than as a result between the parties and supersedes all prior contracts, agreements, understandings, and proposals (whether Loan Agreement—City of Round Rock Page 6 of 13 CONFIDENTIAL written or oral) in respect to the matters specified. No each such written waiver shall be limited to the specific term or provision of this Agreement will be varied, instance referred to in such writing. modified, contradicted or explained by any oral agreement,course of dealing or performance or any other 25. Authority to Act. Each of the parties has caused this matter except a writing signed by an authorized Agreement to be executed by a duly authorized officer or representative of each party. employee and this Agreement is a valid,legal,and binding obligation of such party enforceable in accordance with its 20. Severability. If any part of this Agreement is found to terms. be invalid by a court of competent jurisdiction, that portion will be enforced to the maximum extent lawful, 26. Set-Off Permitted. Notwithstanding anything to the and the balance of this Agreement will be unaffected. contrary in this Agreement,and without prejudice to any other right or remedy it has or may have, Chihuly may, 21. Counterparts and Electronic Signature. This without notice to Borrower,set off or recoup any amounts Agreement may be executed in multiple counterparts, owed to Chihuly by Borrower,whether arising under this each of which shall constitute an original,and all of which Agreement or any other Agreement between the parties, taken together shall constitute one and the same and whether such liability is matured or unmatured, instruments. The parties agree that this Agreement may against any and all amounts owed by Chihuly to Borrower. be executed by means of electronic signatures. Electronic documents, such as a facsimile or .PDF format files 27. Currency.All amounts payable under this Agreement containing original or digitally authenticated signatures, must be paid in U.S. Dollars. All amounts specified in this shall be deemed equivalent to original documents. Agreement are specified in U.S. Dollars. 22. Survival. The terms of this Agreement that should 28. Costs and Expenses. Except as otherwise specifically reasonably survive its termination or expiration will so provided in this Agreement, all fees, costs and expense survive, including, without limitation, Sections 1.5, and incurred by the parties in negotiating, preparing or 2.3-2.5 of the Agreement, and Paragraphs 5-6, 8-22, 26 performing this Agreement shall be paid by the party and 29 of these Terms and Conditions. incurring the same,including,without limitation,legal and accounting fees,costs and expenses. 23. Notices. All notices, demands, requests, consents or other communications required or permitted under this 29. Force Majeure.Chihuly will not be liable for any delay Agreement will be in writing and will be delivered or failure to perform its obligations under this Agreement, personally, by facsimile, email or other electronic means including its obligation to ship Artwork due to acts of with confirmation for receipt, or by nationally recognized nature, civil or military authority, governmental acts, overnight courier, fees prepaid and addressed to the customs procedures and delays, orders or restrictions, receiving party, at the address set forth herein or as may acts of public enemy, war, riots, civil disturbances, be changed by notice. terrorism, vandalism, accidents, fire, explosions, earthquakes, storms, floods, the elements, strikes, 24. Waiver. No failure by either party to insist upon strict lockouts, labor disturbances,shortages of materials,labor performance of any provision herein shall be deemed a or transportation,delays caused by suppliers,contractors waiver by such party of its rights or remedies,or a waiver or sub-contractors, delays caused by public agencies, by it of any subsequent default of the other party,and no freight carriers,or public health related border closings or waiver by any party of any right or remedy under this travel restrictions, delays or damage caused by Borrower Agreement shall be effective unless made in writing, and or its agents, or any other cause beyond Chihuly's reasonable control. Loan Agreement—City of Round Rock Page 7 of 13 CONFIDENTIAL Exhibit A Description of Artwork Fire Ruby Basket Set with Shadow Lip Wraps Piece No. 17.82.b7 $65,000 Caption for Publication Dale Chihuly Fire Ruby Basket Set with Shadow Lip Wraps, 2017 16 x 29 x 28" Credit line for Display Fire Ruby Basket Set with Shadow Lip Wraps, 2017 Dale Chihuly(b. 1941) Blown glass Copyright © 2017, Chihuly Inc. All rights reserved. Photographer: Scott Mitchell Leen Silvered Venetian with Ruby Flowers Piece No. 14.172.v1 $60,000 Caption for Publication Dale Chihuly Silvered Venetian with Ruby Flowers, 2014 20 x 17 x 16" Credit line for Display Silvered Venetian with Ruby Flowers, 2014 Dale Chihuly(b. 1941) Blown glass Copyright © 2014, Chihuly Inc.All rights reserved. Photographer: Scott Mitchell Leen Loan Agreement—City of Round Rock Page 8 of 13 CONFIDENTIAL Ruby Pheasant Macchia Set with Yellow Lip Wraps Piece No. 15.443.m2 $50,000 \ -�P 1 Caption for Publication Dale Chihuly Ruby Pheasant Macchia Set with Yellow Lip Wraps, 2015 13 x 26 x 23" Credit line for Display Ruby Pheasant Macchia Set with Yellow Lip Wraps, 2015 Dale Chihuly(b. 1941) Blown glass Copyright © 2015,Chihuly Inc.All rights reserved. Photographer:Scott Mitchell Leen Ruby Pineapple Chandelier Drawing Piece No. 13.894.d1 $16,000 I I\\♦ii It- Caption for Publication Dale Chihuly Ruby Pineapple Chandelier Drawing, 2013 30 x 22" Credit line for Display Ruby Pineapple Chandelier Drawing, 2013 Dale Chihuly(b. 1941) Acrylic on paper Copyright © 2013,Chihuly Inc.All rights reserved. Photographer:Scott Mitchell Leen Loan Agreement—City of Round Rock Page 9 of 13 CONFIDENTIAL Vintage Silver lkebana Drawing on Gold Piece No.O9.996.d1 $16,000 ...r r ' s , !,--i--- -:, ct _....„, 1, ._.. -i• , ,,,1 _:, , .t„... ,_, loi f., .,,;._ , r Caption for Publication Dale Chihuly Vintage Silver lkebana Drawing on Gold, 2009 30 x 22" Credit line for Display Vintage Silver lkebana Drawing on Gold, 2009 Dale Chihuly(b. 1941) Acrylic on paper Copyright © 2009,Chihuly Inc. All rights reserved. Photographer: Charlie Wilkins Basket Drawing Piece No.O9.3O5.d1 $16,000 elk Caption for Publication Dale Chihuly Basket Drawing, 2009 30 x 22" Credit line for Display Basket Drawing, 2009 Dale Chihuly(b. 1941) Acrylic on paper Copyright © 2009, Chihuly Inc. All rights reserved. Photographer:Teresa Nouri Rishel Loan Agreement-City of Round Rock Page 10 of 13 CONFIDENTIAL Float Drawing Piece No. 14.73.d1 $34,000 y Caption for Publication Dale Chihuly Float Drawing, 2014 60 x 40" Credit line for Display Float Drawing, 2014 Dale Chihuly(b. 1941) Acrylic on paper Copyright © 2014,Chihuly Inc. All rights reserved. Photographer:Scott Mitchell Leen Loan Agreement—City of Round Rock Page 11 of 13 CONFIDENTIAL Exhibit B Care of Artwork Damage or Condition Change: In case of damage or change in condition to any of the Artworks,you must immediately notify Chihuly by email at registrar@chihuly.com with a copy to keris@chihuly.com and include a written report and photographs of the condition. Cleaning: 1. Glass Artwork should be cleaned with a commercial, non-ammonia glass cleaner and soft cotton cloths (cloth diapers). 2.Drawings that are framed with Plexiglas should only be cleaned with Plexiglas cleaner or a weak solution of dishwashing liquid,water,and a soft cloth like a microfiber or cotton diaper(no paper towels or tissue). 3. All Artwork is to be kept dust free by cleaning weekly. A feather duster or a soft cloth lightly sprayed with glass cleaner should be used on all accessible surfaces. Loan Agreement—City of Round Rock Page 12 of 13 CONFIDENTIAL Exhibit C PROMOTIONAL MATERIALS AND MARKETING REQUIREMENTS A COPY OF THIS EXHIBIT C MUST BE PROVIDED TO BORROWER'S MARKETING AND COMMUNICATIONS TEAM IMMEDIATELY UPON EXECUTION OF THE AGREEMENT. 1. Use Restrictions. Borrower's right to create and use Promotional Materials is limited to use by Borrower during the Loan Period for promotion of the Display or Borrower archival purposes only. This right is not transferable or sublicensable to any party. 2. Style Guidelines and Copyright Notice. All Promotional Materials prepared or provided by Borrower must comply with Chihuly's style and brand usage guidelines, and such may be amended from time to time. Borrower must include the following form of copyright notice on Promotional Materials where appropriate: Title of Artwork Dimensions (height x width x depth) Name of photographer(when known) © [YEAR] Chihuly Studio 3. Approval Requirements. At least ten (10) days prior to dissemination, Borrower shall submit all Promotional Materials to Chihuly for review (along with accurate English translations of any materials in other languages), and Chihuly will promptly respond with comments, changes, and requirements for approval. Borrower will not distribute any Promotional Materials without the written approval of Chihuly, which may be withheld in Chihuly's sole discretion. Borrower will furnish to Chihuly two(2) copies of any Promotional Materials distributed by Borrower. 4. Press. Borrower may invite members of the press to photograph the Artwork solely for non- commercial,editorial and/or educational use in articles about the Display, however distribution or sale of such photographs on stock photography or similar photo sharing websites is strictly prohibited. Borrower must communicate these restrictions to such press members prior to any photographing of the Artwork. 5. Third Party Requests. Third parties may request to film or use images of the Artwork through Artists Rights Society(www.arsny.com)for copyright clearance. 6. Prohibited Uses. Except as expressly provided in this Exhibit C or otherwise approved in writing by Chihuly, Borrower is prohibited from any sales, distribution, publication, or expanded coverage using Promotional Materials without prior written authorization from Chihuly or Artists Rights Society. Loan Agreement—City of Round Rock Page 13 of 13 CONFIDENTIAL