CURATORIAL AGREEMENT BETWEEN:

Kane Lodge #454 and The Elisha Kent Kane Historical Society

WHEREAS, Kane Lodge #454 F&AM, State of New York (hereinafter referred to as “Owner”), located at 71 West 23rd Street, 6th Floor, New York, NY 10010, owns a collection of artifacts, artworks and other ephemera relating to the field of the history of polar exploration (hereinafter referred to as the “Kane Collection”; inventory available upon request); and

WHEREAS, the Elisha Kent Kane Historical Society (hereinafter referred to as “Curator,”and sometimes referred to herein with the Owner as the “Parties”), located at 71 West 23rd Street, New York, NewYork 10010, is chartered by the Board of Regents of the State of New York as a “Historical Society with Collection,” owns a separate collection of artifacts, artworks and other ephemera relating to the history of polar exploration (hereinafter referred to as the “EKKHS Collection”; inventory available upon request; and sometimes referred to hereinafter with the Kane Collection as the “Collections”), and is a duly registered 501(c)(3) non-profit organization by the US Internal Revenue Service; and

WHEREAS, the Owner desires to employ the Curator’s services in the display, arrangement and exhibition of the Kane Collection in such a manner as to maximize the visual and narrative impact of the Collection, thereby preserving the accomplishments of the brave men who advanced the knowledge of science and geography by opening the Polar Regions, as well as fulfilling the Mission Statement of the Curator (appended to this Agreement); and

            WHEREAS, the Owner agrees that the EKKHS Collection may be exhibited with the Kane Collection either separately or as one integrated display at the discretion of the Curator; and

WHEREAS, the Owner and Curator wish to enter into the instant “Curatorial Agreement” as a means of outlining and explicating the mutual duties, responsibilities and obligations of the two parties;

NOW, THEREFORE, the Parties agree as follows:

1)    The Term of this Agreement shall be for one year, commencing upon the execution of this Agreement.

2)    Compensation: The Compensation between the parties shall be agreed to and described in a separate agreement.

3)    Location.  The Location where the Collections are to be maintained is on the sixth floor at 71 West 23rd Street, New York, New York, in rooms commonly known as the Kane-Peary Byrd Room and the MacMillan Room (the “Kane Lodge Rooms”).

4)    Kane Lodge Trustees serving as Proxies for the Master.  The Curator acknowledges that under the laws of the State of New York, Kane Lodge is empowered to elect and has elected three Trustees who are charged, among other responsibilities, with the safeguarding and maintenance in good order of the furnishings of the Kane Lodge Rooms and the Kane Collection.  The Curator also acknowledges that to the extent so empowered and instructed by the Master of Kane Lodge, the Trustees, in any number so designated by the Master, may instruct the Curator on the use of the Kane Lodge Rooms on behalf of the Master.

5)    Use of the Kane Lodge Rooms by the Parties: The Owner and the Curator agree that the use of the Kane Lodge Rooms is primarily and historically for the use of Kane Lodge No. 454 and its Members, and that the display of the Kane Collection and in recent history the EKKHS Collection has been an important enhancement to the heritage of Kane Lodge.  The Curator also recognizes the unique nature and high monetary value of the Kane Collection, such that the Owner must maintain sole authority over the scheduling of any functions in the Kane Lodge Rooms.The Curator hereby acknowledges and understands that in light of these circumstances, the Curator must seek permission from the Master of Kane Lodge to use the Kane Lodge Rooms for non-Curatorial functions not directly related to conducting the business meetings of the EKKHS, and such permissionshall not be unreasonably withheld by the Master or, as the case may be, the Trustees of the Kane Lodge Rooms.

6)    Arrangement of the Collections.  The Owner assigns to the Curator the exclusive duty of arranging the exhibition of the Kane Collection.  The Owner assumes that the Curator will make proper provision for the display of the EKKHS Collection.  Additionally, the Owner recognizes and supports the Curator’s desire to maintain its charter in good standing.It is understood that good faith efforts shall be made by each party to accommodate the bona fide needs and obligations of the other.

7)    Use of the Kane Lodge Rooms by persons other than Members of Kane Lodge or the EKKHS.  In the event that the Curator seeks permission to use the Kane Lodge Rooms for social functions that would involve inviting persons who are not Members of Kane Lodge or the EKKHS (other than guest speakers or lecturers), the Owner shall have sole discretion whether to grant such permission and under what circumstances.

8)    Owner’s Furnishings: It is understood that the furnishings of the Kane Lodge Rooms (as distinct and separate from the Collections) are wholly the responsibility of the Owner. The Curator shall not decorate or re-furnish the Kane Lodge Rooms without the express approval of the Owner, except to the extent reasonably necessary to display the Collections in a mutually acceptable manner.

9)    Damage to the Kane Lodge Rooms or Furnishings: The Curator shall employ its best good faith efforts to avoid damage to the Kane Lodge Rooms or its furnishings, and agrees to compensate the Owner for any such damage not covered by existing insurance policies, which the Owner agrees to maintain in commercially reasonable amounts. The Owner agrees to maintain the Kane Lodge Rooms in a suitable condition for the Curator to be able to display the Collections.

10) Liability: Each of the parties shall be held harmless in the event of a liability being incurred by the other.

11) Security: The Owner agrees to maintain an adequate security system and atmospheric control for the Collections in the Kane Lodge Rooms.

12) Written Instructions:The Owner may give written instructions to the Curator with respect to the care and use of the Owner’s property. The Curator agrees to comply with any such instructions to the extent reasonably possible and to the extent not directly in conflict with its role as Curator of the Kane Collection.

13) Subletting the Kane Lodge Rooms or Assignment of this Agreement: Neither party shall sublet all or any part of the Kane Lodge Rooms, or assign any part of this Agreement, or permit any other person or organization to use the Kane Lodge Rooms, except as permitted under Sections 5 or 7of this Agreement.

14)  The Owner agrees to continue to maintain during the course of this Agreement adequate insurance of such type and in such amount that will adequately cover the value of the Collections and the general liabilities associated with the use of the Kane Lodge Rooms by its Members, guests and visitors and the type of functions that have been held in the Kane Lodge Rooms over the previous decades.  The Owner agrees to name the EKKHS and the EKKHS Collection as insureds under any such policies.

15) Dispute Resolution: The Parties agree to work diligently with each other to avoid any disputes arising under the terms of this Agreement.  The Parties acknowledge that the ultimate arbiter of any such disputes shall be the Membership of Kane Lodge No. 454.

16) Certain documents incorporated by reference:  Attached and made part of this Agreement are: Attachment I, "Inventory Owned by Lodge"; Attachment II, “Inventory Owned by Curator"; and Mission Statement of the Elisha Kent Kane Historical Society, each of which is initialed by the Owner and Curator.

17) Renewal and Termination: This Agreement shall automatically renew for another year unless either Party gives a notice of termination 30 days prior to the anniversary date of the Agreement.

18) Choice of Law: All terms within this Agreement and its attachments hereto shall be governed by and interpreted according to the substantive laws of the State of New York, without regard to choice of law or conflict of laws principles, including N.Y. General Obligations Law § 15-108.

ACCEPTED AND AGREED TO as of the ___ day of , 2024.

OWNER

_________________   BY: ___________________________________

Witness                              Joseph Saldarriaga,Master

                                                         Kane Lodge No. 454, F. & A. M.

CURATOR

______________________BY: ___________________________________

Witness                       Charles O. Cowing, Chairman

Elisha Kent Kane Historical Society

EKKHS Mission Statement

Section 1. Membership. Membership shall be open to all persons who pay the required dues and who subscribe to the following enumerated purposes of the Society:

A. To gather, preserve, advance and disseminate knowledge about various Arctic and Antarctic explorations of the nineteenth and twentieth centuries.

B. To maintain facilities to maintain, store, preserve and display literature pertaining to exploration, and to make such literature and historical files available to the general public for research purposes.

C. To provide facilities to maintain, store, preserve and display various artifacts and records of Arctic and Antarctic expeditions.

D. To maintain liaison with museums, libraries, foundations, historical societies, colleges, universities, government agencies and other organizations involved in Arctic and Antarctic expeditions.

E. To sponsor and financially assist future exploration in the Arctic, the Antarctic, the oceans, wilderness and outer space.

F. To consult and engage in research with experts, archivists and curators of museums, historical societies and libraries having similar or related interests.

Victor Edwin Stewart, 1993