HomeMy WebLinkAboutTraveling Exhibit Contract - The National WWII Museum
TRAVELING EXHIBIT CONTRACT
Manufacturing Victory: The Arsenal of Democracy
Borrower: Oshkosh Public Museum
1331 Algoma Blvd
Oshkosh, WI 54901
Lender: The National WWII Museum, Inc.
945 Magazine Street
New Orleans, LA 70130-3813
Contact: Anna Cannizzo, Assistant Director
Emily Rock, Registrar
Contact: Amy Day
Traveling Exhibits Manager
Phone: 920.236.5765 or
920.236.5799
Phone: 504.528.1944 ext. 371
Fax: 920.424.4738 Fax: 504.527.6088
E-mail: erock@ci.oshkosh.wi.us
acannizzo@ci.oshkosh.wi.us E-mail: Amy.day@nationalww2museum.org
This Traveling Exhibit Contract (“Contract”) is made by and between The National World War II Museum,
(“NWWIIM”), a Louisiana nonprofit corporation exempt from taxation under Section 501(c)(3) of the
Internal Revenue Code and Oshkosh Public Museum (“Exhibitor”). The exhibit is produced and solely
owned by the NWWIIM, and shall be hosted by the Exhibitor in a mutually agreed upon exhibit space
pursuant to the terms of this Contract. As used in this Contract, the term (“Exhibit”) is defined as the
interpretive graphic panels, audio-visual equipment, artifacts, and all other exhibit components
provided by the NWWIIM to the Exhibitor (See Attachment A).
I. PURPOSE AND PRESENTATION DATES
1. The purpose of this Contract is to set forth the rights, duties, responsibilities and obligations of
the parties with respect to the public showing of the Exhibit in Oshkosh Public Museum the
period from October 1, 2022 to December 31, 2022.
II. EXHIBIT PERIOD
1. The Exhibit shall be installed in the exhibit space for an opening date of October 1, 2022
(“Opening Date”) and shall remain on display through December 31, 2022 (“Closing Date”). The
NWWIIM and Exhibitor shall mutually agree upon any extensions in writing and in advance.
2. Five (5) business days are required to unpack, inspect, and install the Exhibit. Five (5) business
days are also required to inspect, de-install, and repack the Exhibit for shipment to the next
venue, NWWIIM, or storage facility of the NWWIIM’s choice.
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III. FINANCIAL RESPONSIBILITIES
1. The rental fee for the Exhibit for the 13-week display period is nine thousand, seven hundred
and fifty dollars ($9,750). The Exhibitor will be invoiced for this fee on the following schedule:
a. $4,875 upon January 2022
b. $4,875 upon receipt of the Exhibit
2. Exhibitor shall be responsible for all expenses associated with the in-bound transportation, use,
insurance, and display of the Exhibit.
3. Should any Exhibit components or items be lost or damaged while the Exhibit is at the
Exhibitor’s venue, in part or in whole at any time, normal wear and tear excepted, Exhibitor shall
reimburse to NWWIIM the full replacement cost. “Normal wear and tear” is limited to visible
and removable fingerprints, scuffmarks, scuffed structure bases, and similar damage that does
not require professional repair work.
4. Any cost associated with the presentation of the Exhibit at the Exhibitor’s site, including gallery
preparation, marketing, promotion, associated programming, educational materials, or the cost
of any approved exhibit additions, except for those specifically stated in this contract, shall be
borne solely by the Exhibitor.
IV. DELIVERY
1. Exhibitor shall pay all costs of inbound shipping of the Exhibit to Exhibitor’s venue from the
previous Exhibit venue, NWWIIM, or storage facility in the continental United States designated
by NWWIIM. NWWIIM will contract directly with the shipper, with prior approval of the
Exhibitor, and invoice the Exhibitor after transport is completed.
2. Standard shipping, delivery, and pick-up of the Exhibit is made by a single driver in one 53’
tractor trailer. The driver will deliver the Exhibit to, and pick-up from, a specified location no
further than 150 feet from the truck’s location at the loading dock. Exhibitor shall be responsible
for any additional costs incurred in the event the Exhibitor’s facility or staffing necessitates other
arrangements. Such costs may include, but are not limited to, transfer and other fees associated
with the use of a non standard (smaller) truck, additional labor charges, and charges for
transferring the Exhibit more than 150 feet from the truck’s location at the loading dock.
V. CONDITIONS OF USE
1. No entrance fees, other than general admission, may be charged for the Exhibit without prior
approval of the NWWIIM.
2. Public access to the Exhibit may not be denied to anyone on the basis of race, color, creed,
national origin, disability, sex, age, or any other basis prohibited by applicable law.
3. The Exhibit shall be used for educational purposes only and shall not be used to endorse or
promote a particular organization, religion, or cause. No commercial or political use may be
made of NWWIIM exhibits. The NWWIIM logo and the names of Manufacturing Victory: The
Arsenal of Democracy and the NWWIIM shall not be used in conjunction or connection with any
political event or for any other purpose not specified in this contract without prior written
approval from the NWWIIM.
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4. Use of the NWWIIM’s Name
a. Exhibitor shall not use the name of the NWWIIM in any news release, public
announcement, advertisement, or any other form of publicity, or disclose any of the
terms of this Contract to any third party, except as specifically provided herein refer to
Section XI: Publicity, without the prior written consent of the NWWIIM.
b. Exhibitor shall not use the NWWIIM’s name, trademarks, or any other language,
pictures, or symbols that could, in the NWWIIM’s judgment, imply the NWWIIM’s
identity or endorsement by the NWWIIM or any of its employees in any written,
electronic, or oral advertising or presentation or brochure, newsletter, promotional
materials, electronic database, or other written material or whatever nature, without
the NWWIIM’s prior written consent, except as specifically provided herein refer to
Section XI: Publicity.
5. The Exhibitor must show the Exhibit intact and in its entirety. Deletions cannot be made to the
Exhibit. Additions, especially those that relate the Exhibitor’s region can be made to the Exhibit
with prior written approval from the NWWIIM. The cost of all additions shall be borne solely by
the Exhibitor.
VI. INSTALLATION
1. Exhibitor agrees to provide a minimum of 1,000 square feet of environmentally conditioned
exhibit space cleared, prepared and ready for installation.
2. Prior to the signing of this contract, the Exhibitor shall provide the NWWIIM with a complete
and current facility report and floor plan of the exhibit space in which the Exhibit will be
displayed. Photographs of the gallery must also be provided.
3. The NWWIIM will assist the Exhibitor with the layout of the Exhibit for the Exhibitor’s facility.
4. The NWWIIM’s Traveling Exhibit Manager will supervise installation of the Exhibit and artifacts
in the Exhibitor’s gallery. The cost for the assistance of the Traveling Exhibit Manager is included
in the Exhibit rental fee.
5. At no cost to the NWWIIM, the Exhibitor will provide a minimum of one (1) person capable of
lifting and carrying (50) pounds a distance of (10) feet. This person will be required for the
duration of the installation period, which will be established by the NWWIIM in consultation
with the Exhibitor and confirmed in writing. The NWWIIM requires a consistent crew for the
entire duration of installation consisting of people who will not have other duties assigned to
them during this time. Commercial firms, if used, must be approved in advance by NWWIIM and
must be supervised at all times by the Exhibitor’s staff.
6. The Exhibitor must show the Exhibit intact and in its entirety. Deletions cannot be made to the
Exhibit. Additions, especially those that relate the Exhibitor’s region can be made to the Exhibit
with prior written approval from the NWWIIM.
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VII. EXHIBIT CARE
1. Exhibitor shall provide secure, clean, and dry indoor space to store the original shipping crates
and materials used to transport the Exhibit, either on the Exhibitor’s premises or at an off-site
facility approved in writing in advance by the NWWIIM.
2. The Exhibitor shall provide the same care to the Exhibit images, structures, and shipping crates
as it does to property of its own.
3. At all times, Exhibitor shall take care to prevent loss or damage to the Exhibit. No Exhibit items
shall be conserved, cleaned, repaired, retouched, framed, unframed, or removed from mats,
mounts or bases, rewired, duplicated, or altered in any way whatever except with NWWIIM’s
prior written permission. Hanging wires, brackets, cables and plugs may not be replaced or
removed, and no Exhibit item shall be subjected to technical examination of any type, unless
Exhibitor has NWWIIM’s prior written permission.
4. The Exhibitor will inspect Exhibit structures and audio-visual components at least once every 24
hours, and will promptly report any damage or non-functioning components to the NWWIIM.
NWWIIM will promptly respond to any such reports and provide instructions to repair any
damaged or non-functioning components. NWWIIM will replace any equipment that fails
through no fault of the Exhibitor.
5. Exhibitor shall maintain constant and adequate protection of the Exhibit from exposure to
extreme or deteriorating light, extremes of temperature and relative humidity, and insects.
Temperature and humidity control systems must operate on a 24-hour-per day, 7-day-per week
basis.
1. The Exhibit may not be exposed to direct sunlight. Doors and windows allowing
natural light into the Exhibit space must be draped, shaded, or UV-filtered.
2. Relative humidity levels will be maintained in the range of 45% to 60%. There must
not be more than a 15% fluctuation in relative humidity during a 24- hour period.
3. A stable temperature will be maintained between 70 degrees Fahrenheit to 75
degrees Fahrenheit.
6. No exhibit component shall be permitted to come into direct contact with or close proximity to
heating, cooling, humidification, or ventilation outlets.
7. Smoking, eating, and drinking must be prohibited in the Exhibit area and in the storage,
receiving, and loading spaces at all times when the Exhibit is within those spaces.
8. Any misrepresentation, including the facility report, by the Exhibitor may result in a breach of
contract.
VIII. SECURITY
1. Exhibitor agrees to take all reasonable precaution for the protection of the Exhibit. Exhibitor
shall maintain constant and adequate protection of the Exhibit from the hazards of fire, theft,
direct handling by unauthorized or inexperienced persons, or touching by the public. Fire
detection/prevention and security systems must operate on a 24-hour-per day, 7-day-per week
basis.
2. The Exhibitor must provide at least one trained guard or staff member to monitor and inspect
the Exhibit periodically throughout the day during visiting hours. The guard or staff member
need not be armed.
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3. The exhibit area must be locked and secure during closed hours. Alarm and/or guard
surveillance during closed hours is required.
4. If the Exhibit contains artifacts, archival materials, or other content deemed rare and precious
by the NWWIIM, special accommodations may need to be made for the protection of these
materials during open and closed hours. This will be agreed upon in advance by the NWWIIM
and Exhibitor.
5. As per instructions provided by the NWWIIM, provisions to prevent the public from touching
non-enclosed objects may be required, including sensors and/or alarms.
6. Cameras to monitor the Exhibit galleries may be required at the sole discretion of the NWWIIM.
Additional protective measures and devices may be required, as agreed upon by the Exhibitor
and the NWWIIM.
X. DISMANTLING, REPACKING AND SHIPPING
1. The NWWIIM Traveling Exhibits Manager will supervise dismantle of the Exhibit from the
Exhibitor’s gallery. The cost for the assistance of the Traveling Exhibits Manager is included in
the rental fee.
2. At no cost to the NWWIIM, the Exhibitor will provide a minimum of one (1) person capable of
lifting and carrying (50) pounds a distance of (10) feet. This person will be required for the
duration the dismantle period, which will be established by the NWWIIM in consultation with
the Exhibitor and confirmed in writing. The NWWIIM requires a consistent crew for the entire
duration dismantle consisting of people who will not have other duties assigned to them during
this time. Commercial firms, if used, must be approved in advance by NWWIIM and must be
supervised at all times by the Exhibitor’s staff.
3. Exhibitor shall repack the Exhibit with the same materials and in the same way that the Exhibit
was received and according to provided packing guide.
4. The NWWIIM will contract with a shipper and arrange outgoing shipping in consultation with the
Exhibitor, taking into consideration the date by which the Exhibit must arrive at the next venue.
The shipper will call the Exhibitor 24 hours in advance of their arrival to verify location and time
of pickup.
X. INSURANCE
1. Exhibitor shall pay all costs of insurance that provides coverage against physical loss or damage
of the Exhibit while in transit to Exhibitor. Insurance shall be for the value of $300,000
designated by NWWIIM. Said value shall not be considered an appraisal. The costs of insurance
shall be added to inbound shipping costs. NWWIIM will contract directly with the shipper and
invoice the Exhibitor after transport is completed.
2. Exhibitor shall provide insurance for the Exhibit under Exhibitor’s wall-to-wall fine arts policy or
other policy approved by the NWWIIM that provides coverage against physical loss or damage
while in the Exhibitor’s possession, without any exclusions, unless NWWIIM otherwise agree in
writing. Insurance shall be for the value of $300,000 designated by NWWIIM. Said value shall
not be considered an appraisal.
3. Exhibitor, and/or Exhibitor’s insurance carrier, shall be responsible for any theft, fire, damage, or
loss to the Exhibit items occurring for any reason whatsoever, while the Exhibit is at Exhibitor’s
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facility. This includes damage or loss sustained during packing, unpacking, loading, unloading,
installation, and while the Exhibit is on display or in storage.
4. The Exhibitor will notify the NWWIIM immediately of any theft, fire, damage, or loss occurring
while the Exhibit is in its possession. Should the Exhibitor fail to give notice within 24 hours upon
first discovery of damage, the Exhibitor shall be held responsible for any additional expenses
that the NWWIIM may incur as a result of the delay.
XI. PUBLICITY
1. Any and all Exhibitor-generated materials related to the Exhibit, including, but not limited to
press advisories, releases, photographs, and background materials concerning the Exhibit, as
well as invitations, programs, calendars, posters, brochures and advertisements, must be
approved by the NWWIIM before release. Materials should be emailed for review to the
Traveling Exhibits Manager at amy.day@nationalww2museum.org.
2. The NWWIIM must be properly credited in all public informational materials related to the
Exhibit with:
a. The following credit line: “Manufacturing Victory: The Arsenal of Democracy was
produced by The National World War II Museum”
b. The NWWIIM logo
3. Designated major donors, sponsors, and/or underwriters of the Exhibit must be properly
credited in all public information materials related to the Exhibit, including but not limited to
way finding signage, publicity, invitations, and programs, excepting building and street banners
and web banner advertisements. The required language and specific requirements are
contained within the Traveling Exhibit Style Guide (Attachment B), and the specific list of
sponsors will be provided to the Exhibitor.
4. As defined in the Exhibit style guide the National Sponsor of the exhibit must always be given
priority over supporting sponsors, donors or underwriters and any local sponsors secured by the
Exhibitor.
5. The NWWIIM will provide press and marketing templates which may be used by Exhibitor. All
materials produced from templates must also be reviewed and approved by the NWWIIM prior
to distribution. Templates are available on the NWWIIM website or by contacting the Traveling
Exhibits Manager at amy.day@nationalww2museum.org or 504.528.1944 ext. 371.
6. The NWWIIM may promote the Exhibit at the Exhibitors location on the NWWIIM website,
through electronic communications to the NWWIIM’s members and constituents in the
Exhibitor’s community, and through occasional public relations and advertising opportunities.
7. Within 30 days after the Exhibit closes, the Exhibitor will provide the NWWIIM with final copies
of printed materials produced in association with presentation of the Exhibit, including but not
limited to press advisories, releases, and background materials concerning the Exhibit, as well as
invitations, programs, calendars, and advertising copy. The Exhibitor will also provide visitation
statistics specific to the Exhibit as, as well as information on all educational programs and events
associated with the Exhibit’s presentation.
8. The Exhibitor will be referred to as “Oshkosh Public Museum” in all materials prepared by the
NWWIIM.
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XII. EDUCATIONAL MATERIALS
1. The NWWIIM will provide the Exhibitor with NWWIIM-produced educational materials. These
materials may be available for educational professionals. These materials shall be distributed at
no charge; the Exhibitor may not charge a fee for the educational materials related to the
Exhibit.
2. Should the Exhibitor or any other institution wish to develop educational materials for the
Exhibit, the proposed materials must be approved in advance by the NWWIIM prior to
distribution, publication, or presentation. Materials should be emailed or faxed for review to the
Traveling Exhibits Manager at amy.day@nationalww2museum.org or 504.527.6088.
XIV. EVENTS AND PUBLIC PROGRAMS
1. With advance notice to the NWWIIM, the Exhibitor may produce public or private programs,
lectures or other events in association with the presentation of the Exhibit. All costs associated
with these programs will be borne solely by the Exhibitor.
2. The NWWIIM and the Exhibitor may also choose to cooperate on or co-sponsor programs. Any
costs associated with joint programming would be divided between the two institutions, or
proportionally with any additional institutional partners or sponsors as agreed in writing by
authorized representatives of the parties. This includes but is not limited to public or private
programs, lectures, and opening receptions. All joint programmatic offerings will be marketed
consistently as co-sponsored events, regardless of the originating institution.
3. The Exhibit curator and other NWWIIM staff and historians may be available for additional
public programming. Costs associated with NWWIIM staff representation will be borne solely by
the Exhibitor and will be agreed upon in advance.
XV. ASSIGNMENT
1. Neither party hereto may assign this Agreement without the written consent of the other.
XVI. CANCELLATION
1. Should the Exhibitor be obligated to cancel this contract, the Exhibitor must notify the NWWIIM
in writing. The Exhibitor shall forfeit the Exhibit deposit and final payment (if within 90 days of
shipping) and be required to pay to the NWWIIM any documented costs up to $10,000 directly
arising out of and relating to the cancellation.
2. The NWWIIM reserves the right to cancel this booking at any time if the Exhibitor fails to meet
the terms of this contract. Should the NWWIIM be obliged to cancel this contract for any reason
other than the Exhibitor’s failure to meet the terms of the contract, the NWWIIM shall be
required to pay the Exhibitor’s documented expenses up to $10,000 arising out of and relating
to such cancellation including all sums received from Exhibitor in payment of the rental fee.
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XVII. MISCELLANEOUS PROVISIONS
1. This contract will take effect upon signing by the institutional representatives designated below
and shall constitute the entire contract. Changes may be made only upon mutual written
consent of both parties.
2. The parties’ contact persons for all purposes of this contract are identified on the first page
hereof. These persons shall provide all relevant directions and instructions and will receive and
respond to inquiries and statements. A party may change its contact person by giving written
notice of the change to the other party.
3. If any provision of this contract shall be invalid or unenforceable, the remainder of the contract
shall not be affected thereby and each surviving provision shall be valid and enforceable to the
fullest extent permitted by law.
4. Except for a promise to pay a currently due amount of money, neither party shall have any
liability to the other for any failure of delay in the performance of any obligations hereunder, if
such failure or delay is not due to the fault or negligence of the party failing to fulfill its
obligations, and if such failure or delay is the direct result of the laws, regulations, acts,
omissions, demands, orders, or interpositions of any government, or caused by or resulting
from an act of God, fire, flood, weather, war, terrorism, rebellion, insurrection, or any other
causes beyond the reasonable control of either party.
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XVIII. CONTRACT APPROVAL
1. The undersigned, each possessing sufficient signature authority to bind their respective
institutions, have read, agree, and approve of this traveling Exhibit Contract.
____________________________________________________ _____________
Stephen Watson, President & CEO Date
The National World War II Museum
Borrower/Exhibitor
City of Oshkosh/Oshkosh Public Museum
1331 Algoma Blvd.
Oshkosh, WI 54901
____________________________________________________ _____________
Anna Cannizzo Date
Assistant Director
____________________________________________________ _____________
Mark Rohloff Date
City Manager
____________________________________________________ _____________
Pam Ubrig Date
City Clerk
____________________________________________________ _____________
Lynn Lorenson Date
City Attorney
____________________________________________________ _____________
Russ Van Gompel Date
Director of Finance
DocuSign Envelope ID: 8EA529D6-7E0C-4939-94E9-9344F4F49036
7/22/2021
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