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HomeMy WebLinkAboutEureka Exhibits "Be the Dinosaur" 2015�� ia'l Pr►�l-- Be the Dinosaur: Life in the Cretaceous Exhibit Rental Contract This contract is made and entered into this the 29th day of J� 2015 by and between Eureka Exhibits, LLC, a Wyoming Limited Liability Company, 2123 Old Spartanburg Rd., # 300, Greer, SC 29650. (hereafter EUREKA) and Oshkosh Public Museum, 1331 Algoma Blvd., Oshkosh, WI 54901 (hereafter EXHIBITOR) for the lease and exhibition of "Be the Dinosaur: Life in the Cretaceous". WHEREAS, EUREKA owns certain fossils, dinosaur replicas, software, interactive simulators and related exhibitry known as "Be the Dinosaur: Life in the Cretaceous" (hereinafter referred to as the EXHIBIT. Components included with EXHIBIT are listed in Addendum A attached hereto. AND WHEREAS, the EXHIBITOR desires to display the EXHIBIT, and EUREKA desires to grant said request, under the terms and conditions as set forth in this agreement. NOW THEREFORE, in consideration of the sum of 30 000 (hereafter RENTAL FEE), and other good and valuable consideration more fully described herein, EUREKA and the EXHIBITOR hereby agree and understand as follows: Section 1 Exhibit Requirements and Operation 1.01 Exhibit Display Area: The EXHIBITOR must provide approximately 2 000 square feet of floor space . This area must be enclosed, secure, and temperature controlled. 1.02 Exhibit Operations: The EXHIBITOR will have the responsibility for operation of the exhibit, including the payment of all operating costs such as labor, electricity, and related operating expenses. EXHIBITOR shall also obtain at its sole cost, all permits, approvals, certifications, licenses and authorizations required by any governmental or quasi-governmental entities in connection with the EXHIBIT. 1.03 Maintenance: The EXHIBITOR must complete a condition report and inventory of exhibit materials and components, using forms provided by EUREKA, upon arrival and departure of the exhibit. Forms must be signed and dated by an authorized representative of the EXHIBITOR. The EXHIBITOR must contact EUREKA within 48 hours if any damage is noted. The EXHIBITOR assumes responsibility for the maintenance and repair of damage to all exhibition components occurring during the period the exhibition is in exhibitor's possession, except damage due to normal wear and tear. EUREKA shall purchase parts as needed to replace items that are not working due to normal wear and tear. Such repairs will be made in consultation with EUREKA. Diagnosis and planned solution to repair problems will normally be made within seventy-two (72) hours of EXHIBITORS notification to EUREKA. The EXHIBITOR agrees to provide a secure and environmentally suitable storage area for any exhibition material withdrawn from the exhibition for any reason. 1.04 Exhibit Name: The exhibit shall be named "Be the Dinosaur: Life in the Cretaceous" and the EXHIBITOR agrees to advertise and title the exhibit with this name unless EUREKA and the EXHIBITOR agree to use another name. 1.05 Publicity: All publicity regarding the exhibit should state that it is a traveling exhibit from Eureka Exhibits. The EXHIBITOR agrees to provide EUREKA with copies of press clippings, public announcements, and installation photographs of the exhibit within 60 days of issue. 1�Page Section 2 Payment Schedule, Lease term, and Use 2.01 Payment: The EXHIBITOR agrees to pay $30,000 RENTAL FEE. The schedule of payments is as follows: Deposit Interim Payment Final Payment $10,000 $10,000 $10,000 Due with signed contract. Due September 1, 2015 Due on delivery January 25, 2016 2.02 Lease term: The opening and closing dates of the EXHIBIT are from: Exhibit Delivery Date: Opening Date: Closing Date: Pick Up of Exhibit: January 25, 2016 February 1, 2016 May 16, 2016 May 20, 2016 2.03 Restrictions of Use: The EXHIBITOR will not remove the exhibit, or any of its components, from the museum or use the exhibit for any purpose other than education unless expressly authorized in writing by EUREKA. It is mutually agreed to by EUREKA and EXHIBITOR that elements of the physical exhibit and software may be delivered, modified, or removed on a variable basis during the rental period at the sole discretion of EUREKA in order to expand or add to the content of the exhibit, and shall be performed in consultation with EXHIBITOR to minimize impact during visiting hours for the host institution. Text and graphics provided by EUREKA for the exhibit may not be altered or deleted, nor may additional text or graphics be added to the EXHIBIT without the express written consent of EUREKA. 2.04 Use of Logo / Promotional Materials: All Exhibit logos, photos, recordings and similar materials provided to the EXHIBITOR by EUREKA will remain the exclusive property of EUREKA and following the termination of this contract no further uses, whatsoever, of this material may be made by the EXHIBITOR without the express written consent of EUREKA. EXHIBITOR shall have a limited right to use these materials in the future for purposes of identifying past exhibits at the EXHIBITOR'S facility, retrospectives and similar uses. The EXHIBITOR shall provide EUREKA with copies of such used when they become available. Copies of all promotional materials produced by the EXHIBITOR in any media for this EXHIBIT shall be delivered to EUREKA for its future use at the end of the EXHIBIT, including, but not limited to, sales promotional materials, media advertisements, all digital files, and all other materials in any media and the EXHIBITOR hereby assigns EUREKA rights to reasonable use such material for future exhibits or for any reasonable business purpose. EXHIBITOR is a government entity and as such is subject to public open records laws, and that such laws may include materials related to this EXHIBIT. EUREKA agrees to cooperate with EXHIBITOR with any public records request related to this EXHIBIT. This paragraph 2.04 shall survive the expiration or sooner termination of this contract. 2�Page Section 3 Shipping and Handling 3.01 Shipping: EUREKA agrees to schedule all shipping and to deliver the exhibit on, or before seven (7) days prior to opening date listed above. EUREKA agrees to pay all in-bound shipping charges including truck transit insurance for the full value of the exhibit, which shall be the EUREKA's sole obligation during transit. 3.02 Installation: EXHIBITOR agrees to provide, at its own expense, adequate equipment and manpower to safely ofFload, unpack, and assemble the EXHIBIT. After the exhibit has closed, EXHIBITOR agrees to provide, at its own expense, adequate equipment and manpower to disassemble, pack and safely load the EXHIBIT for shipping. EXHIBITOR will store crates and shipping materials in a secure indoor environment, and at EXHIBITORS own expense, shall replace damaged or lost packing materials or packing crates with comparable materials. The EXHIBITOR agrees to have the exhibit dismantled and ready to be shipped on or before four (4) days after the closing date listed above. 3.03 Optional On Site Assistance: At EXHIBITOR"S request, EUREKA will provide on site assistance for installation and/or break down of the exhibition at the rate of $300 per day per EUREKA staff member, plus reasonable travel and lodging expenses to be invoiced within 7 days of completion of any service provided. Costs associated with on site assistance shall be paid by EXHIBITOR within 30 days of receipt of invoice and appropriate documentation of expenses. Section 4— Insurance and Security 4.01 Insurance: On-site insurance is the responsibility of the EXHIBITOR. The EXHIBITOR shall maintain general comprehensive liability, property damage, and fire and extended coverage as follows: EXHIBITOR shall provide coverage of no less than $200,000 for the EXHIBIT, additional components, and packing materials, and $2,000,000 general comprehensive liability coverage. Such insurance shall name EUREKA as an additional insured, be primary and non-contributory, and provide for thirty (30) days prior written notice to EUREKA of cancellation or any change to the insurance. This policy should specify that coverage will take effect upon receipt of the exhibit and all its contents, and remain in effect until the exhibit is released to the authorized shippers. This coverage should also protect EXHIBITOR from any loss or damage to its own property caused by EUREKA or its employees, contractors, or agents. Proof of such insurance shall be provided to EUREKA no less than thirty (30) days prior to Opening Date. Failure to provide proof of and maintain such insurance shall constitute a material breach hereof, and EUREKA may exercise its rights and remedies as provided in this Contract or at law or equity in the event of such breach. 4.02 Security: The EXHIBITOR must provide security for the exhibit from the moment it is received, during all phases of handling and installation, until the exhibit is shipped to the next venue or returned to EUREKA. The EXHIBITOR agrees to take all necessary measures to provide a safe and secure environment for the exhibit including all fire precautions as required by law or local ordinance. In addition, smoking, eating, and drinking must be prohibited in the exhibition space and storage areas at all times. Section 5 Generel Provisions and Cancellation 5.01 EUREKA will not be held responsible for any claims, damages, suits, or other legal proceedings arising from, or attributed to, improper display of the exhibit during the period it is in the EXHIBITOR's possession. Further, EUREKA will not be held responsible for financial damages incurred by the EXHIBITOR as a result of delays in delivery, or failure to deliver, the EXHIBIT due to circumstances beyond its control. 3�Page 5.02 Force Majeure — If an event of "Force Majeure", or other peril beyond the reasonable control of EUREKA, occurs prior to the opening date, which prevents EUREKA from delivering the EXHIBIT as provided herein, either party may cancel this contract, by giving written notice to the other, and EXHIBITOR shall be entitled to a refund of all money paid in respect to this contract. 5.03 EUREKA has the right to cease traveling this exhibit if it deems it is unsafe or not practical to do so, up until ninety (90) days prior to opening date, by giving EXHIBITOR written notice of such termination. In that event, EXHIBITOR will be refunded any payments of RENTAL FEE it has made, and the parties shall be relieved from all obligations hereunder (other than those surviving termination). 5.04 EXHIBITOR may cancel EXHIBIT and terminate this agreement without cause at any time up until ninety (90) days prior to opening date by giving EUREKA written notice of such termination. In the event of cancellation EXHIBITOR agrees to forfeit all RENTAL FEE payments made prior to receipt of such written notice by EUREKA as a cancellation fee, and the parties shall be relieved of all their obligations under this contract (other than those surviving termination). If EXHIBITOR can secure a substitute venue acceptable to EUREKA, in its sole discretion, and under terms similar to those set forth herein, this cancellation fee shall be waived, and all RENTAL FEE payments made by EXHIBITOR shall be refunded. The EXHIBITOR will be responsible for any shipping, storage, or other expenses resulting from the EXHIBITOR's cancellation of this contract. 5.05 Either party shall have the right (without prejudice to its other rights at law and equity) to terminate this contract (and in Eureka's case revoke the license(s) granted herein) in the event that the other party ("Defaulting Party") breaches any term of this contract and fails to cure such breach within ten (10) days after written notice is given by the other party to the Defaulting party of such breach or default (or such other cure period as set forth herein). A breach of this contract includes the following: the general assignment by a party for the benefit of its creditors or the commencement of any bankruptcy or creditor relief proceeding by or against either party; the failure to comply with any provision of this contract; the unauthorized alteration of any text or graphics provided by Eureka for the exhibit; and/or unauthorized use of the images or marks. Notwithstanding the foregoing, the cure period shall be seventy-two (72) hours if EXHIBITOR breaches this contract by failing to: protect or maintain the EXHIBIT as agreed to herein, have the premises ready to receive EXHIBIT, maintain security as agreed; and/or allow EUREKA to inspect and maintain the EXHIBIT. Upon any termination, EUREKA shall have the right, at any time, to enter the premises and take immediate possession of its EXHIBIT components, wherever located, without further notice or demand, and to recover all costs and attorneys fees it incurs in doing so. 5.06 Arbitration: This Agreement shall be governed by the laws of Wisconsin, applicable to agreements made and wholly performed therein. Any claim, controversy, or dispute arising out of or related to this Agreement will be settled by arbitration, held in Oshkosh, WI, before a single arbitrator in accordance with the rules of the American Arbitration Association. The award of the arbitrator will be binding upon the parties and judgment thereof may be entered in any court. The prevailing party will be entitled to all arbitration costs and reasonable attorneys' fees. 5.07 This agreement, when signed below by both parties, constitutes a binding contract between the EXHIBITOR and EUREKA. No changes in the terms of this contract may be made without express written consent of both parties. I affirm that i have full authority to sign on behalf of the EXHIBITOR, that the terms of this contract are understood, and that all terms and conditions will be met. 4�Page Oshkosh Bradley Lar ori Director Oshkosh P ic Museum � ad/� a, ate S�Page Eureka Exhibits, LLC �� - Mark Kirby, Operations anager, CEO Eureka Exhibits, LLC g 0 (S Da e ADDENDUM A - COMPONENT LIST EXHIBIT as discussed in this agreement shall include the following: Component Quantitv Replacement Cost Be the Dinosaur Simulators Rock Formation Stations Amber Pillars Field Station w/Fossils Large Be the Dinosaur (logo) entry sign. Dino Safari Jeep Full Size T. rex Skull Replica Dino Tails Assortment of Faux Plants Host Sponsorship opportunities Marketing materials (To include photos, 4 2 2 1 1 1 1 10 1' video, and print ads) $15,000 Each $5000 Each $5000 Each $10,000 $3000 $20,000 $10,000 $500 If mutually agreed upon by both parties, additional components may be included with EXHIBIT at no additional charge to EXHIBITOR. . If EXHIBITOR desires to purchase additional decorative items, faux plants, etc. EUREKA will reimburse up to $300 for this purpose with appropriate documentation. Total Replacement Cost for installed components is $123,500. Eureka also typically includes additional spare pcs and miscellaneous parts, and there is some crating and packing material as well which travels with the exhibit. Total coverage limits as specified in 4.01 above for fire and extended coverage (property damage, water, fire, theft, vandalism, and other natural causes) should be no less than $200,000. All other insurance coverages for general comprehensive liability and other claims shall be as specified in clause 4.01 above. 6�Page