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HomeMy WebLinkAboutFULLERTON, CALIFORNIA STATE UNIVERSITY (2) N-2002-056 INSURANCE NOT RI QUIRED(WAI WORK MAY PROCEED CLERK OF COUNCIL DATEt (D -/3 2_ SMITHSONIAN INSTITUTION TRAVELING EXHIBITION SERVICE(SITES) 2 ,11'„14,e m EXHIBITION CONTRACT ; n< Contract#: 102892 Exhibition#: 0105 Date: May 2, 2002 Borrowing Institution: California State University - Fullerton City of Santa Ana, CA Borrower's Billing Address: City of Santa Ana- City Managers Office 20 Civic Center Plaza -M31 Santa Ana, CA 92701 Borrower's Shipping Address: California State University Fullerton Grand Central Art Center 125 N. Broadway, Suite A Santa Ana, CA 92701 Location within Borrowing Institution: Grand Central Gallery and Grand Central Project Room Exhibition: Americanos: Latino Life in the United States (Copy II) Booking Dates: 07/13/2002 to 10/06/2002 Participation Fee: $10,000 Deposit: $2,500 (due with signed contract) Shipping: Standard Security Level: Moderate Please sign the last page of this contract and initial every page at the lower right corner to indicate your acceptance of the terms and conditions stated within. This contract must be signed and returned within 30 days. If the borrower cannot return the contract within 30 days, SITES must be contacted immediately. SITES reserves the right to cancel the reservation if the contract is not returned in 30 days. SITES' Federal ID# is 53-0206027. Please call SITES with questions at (202) 357-3168: Initials 2' Page 1 Scheduling and Exhibitor Relations: Sandra Narva, x126 Project Director: Jeff Thompson, x146 Registrar: Josie Cole, x148 Accounting Manager: Cecile Collier, x162 Public Relations: Kate Mitchell, 119 Development: Mark Hand, x141 The Borrowing Institution California State University - Fullerton and the City of Santa Ana, CA(hereafter "borrower") requests to borrow from the Smithsonian Institution Traveling Exhibition Service (hereafter"SITES") and agrees to show the exhibition Americanos: Latino Life in the United States (Version I) (hereafter"exhibition") at California State University - Fullerton and the City of Santa Ana, CA for the participation fee of$10,000, plus shipping charges as described below in Section 3 of this agreement, for the booking period 07/13/2002 to 10/06/2002. The borrower agrees to accept this loan subject to the following "CONDITIONS FOR BORROWING SITES EXHIBITIONS* * As used in this contract, the term exhibition is defined as the artifacts, installation structures, equipment, and all components provided by`SITES. 1. USES 1.1 SITES' traveling exhibitions may be used for educational purposes only. No commercial, political, or fundraising use may be made of a SITES Exhibition. 1.2 A special entrance fee (other than museum general admission) may not be charged. 1.3 The names of the Exhibition, SITES, and the Smithsonian Institution shall not be used in conjunction or connection with any museum find-raising or political event or for another purpose not specified in this agreement without the prior written approval from SITES. Initials Page 2 1.4 The Exhibition must be shown intact and in its entirety. No component may be omitted from or added to the Exhibition without prior permission from SITES. 1.5 SITES exhibitions must be accessible to the public. Access shall not be denied to anyone on the basis of race, color, creed, national origin, physical or cognitive disability, sex, age, or any other basis prohibited by applicable law. 2. BOOKINGS 2.1 Bookings are valid only when made through SITES. 2.2 SITES must be informed of the exact location of the exhibition at all times. Borrower must obtain the prior written approval of SITES to show the exhibition at an alternate location other than that specified in this contract. 2.3 The borrower shall provide SITES with a completed and current facilities report, including a floor plan of the Borrowing Institution indicating the gallery in which the exhibition will be displayed, and marking the path from the loading area to such gallery. Photographs of the gallery shall also be provided to SITES. The completed and current facilities report must be submitted to SITES within 30 days of signing this contract. SITES reserves the right to cancel this reservation if the borrower does not submit the complete and current facilities report within 30 days. 2.4 If the borrower cannot return the contract in 30 days, SITES must be contacted immediately. SITES reserves the right to cancel this reservation if the contract is not returned in 30 days. 3. PAYMENT 3.1 Unless stated otherwise, payment of the participation fee will be due on receipt of the SITES invoice, which is sent the first month of the contracted booking period. 3.2 If a purchase order reference number on SITES' invoice is required, the purchase order must be attached to the signed returned contract. 3.3 SITES reserves the right to cancel this booking if the borrower has unpaid debts that are due and owing to SITES as of 90 days prior to the exhibition's opening. Initials 4 Page 3 3.4 This exhibition carries a deposit of$2,500, which is due upon execution of this contract. 4. INSURANCE 4.1 SITES will provide wall-to-wall fine art insurance coverage, AND PROTECTION with standard exclusions, for the exhibition during both transit and display. 4.2 The borrower will be responsible for a $500.00 deductible for each occurrence of damage or loss. The fine art insurance provided under this contract covers damage or loss incurred as a result of ordinary negligence, but the borrower will be responsible for damage or loss caused by gross negligence or willful misconduct. 4.3 The borrower agrees to notify SITES immediately of any theft, damage, or loss occurring while the exhibition is in its possession. • The borrower assumes responsibility for any SITES liability which may arise because of the borrower's failure to give such timely notice. 4.4 The borrower agrees to provide: all fire precautions as required by law or local ordinance; safe handling, unpacking, and repacking of the exhibition under professional supervision by curators, registrars or other trained professionals; and all required security measures and environmental conditions stipulated in this contract, provided, however, that SITES may, upon request, grant exceptions on a case-by-case basis. 4.5 Smoking, eating, or drinking must be prohibited in the exhibition area and in the storage, receiving, and loading spaces at all times when the exhibition is within those spaces. 5. SECURITY 5.1 In addition to the conditions specified in Condition 4 above, AND ENVIRONMENTAL borrower agrees to provide the following, according to the security REQUIREMENTS level designated for the exhibition: Moderate Security. Borrower must meet the following conditions for the exhibition: Space. The exhibition must be displayed in an enclosed, limited-access gallery space. It must not be displayed in an open mall, hallway, or lounge area. Initials Page 4 Protection. Professional guards or other trained personnel whose sole duty is the supervision of the exhibition must be present in sufficient number to provide continuous surveillance of the exhibition and crowd control while the exhibition is open for viewing. The exhibition area must be locked and secure during closing hours. Alarm and/or guard surveillance during closing hours are preferred but not required. (For the purpose of this agreement, "closing hours" is defined as any time of day or night in which the exhibition is not open for viewing.) Handling of objects during unpacking, installation, and repacking must be performed only by a registrar, curator, preparator, exhibition technician, or other person trained in handling museum objects. Environmental Controls. Temperature, light and humidity controls are required. Standard levels are 65 to 75 degrees Fahrenheit and 35 to 65 percent relative humidity. Light levels must be maintained at under 20 footcandles. 6. CANCELLATION OF BOOKING; TERMINATION OF AGREEMENT. This booking may be cancelled(resulting in termination of this Agreement) only in accordance with the following: 6.1 Cancellation by Borrower. The Borrower must notify SITES in writing as far in advance of opening date as possible of any need to cancel this booking. The participation fee for each Exhibition represents all direct and indirect expenses of production and maintenance of the Exhibition; therefore, the Borrower shall be required to pay to SITES in full the participation fee and any expenses, including pro-rated shipping fee if applicable, arising out of and relating to a cancellation, unless SITES locates an alternate Borrower. In the event that SITES is unable to recover the entire fee from an alternative location, the Borrower agrees to pay the difference. 6.2 Cancellation by SITES SITES reserves the right to cancel this booking and terminate this Agreement at any time upon the occurrence of any one or more of the following events: Initials Page 5 6.2.1 Failure to meet Terns and Conditions If the Borrower fails to meet the terms and conditions of this Agreement; 6.2.2 Unpaid Debts If the Borrower has unpaid debts that are due and owing to SITES as of 90 (ninety) days prior to the Exhibition's opening. 6.2.3 Failure to Return Executed Agreement If the Borrower cannot return this Agreement within 30 (thirty) days and does not contact SITES' Scheduling and Exhibitor Relations Department (202/357-3168 x126) to make alternate arrangements. 6.3 Termination of the Exhibition In the unlikely event that SITES must cancel the Exhibition for any other reason, SITES will refund the full participation fee to the Borrower but will not be responsible for any damages or other costs arising from such a cancellation. 7. HANDLING AND 7.1 Receipt of exhibition. If an exhibition has not arrived TRANSPORTATION 5 working days in advance of the opening date, the borrower must contact SITES immediately. If the borrower has not received notice of an incoming shipment 7 working days in advance of the opening date, the borrower must contact SITES immediately. SITES will not be responsible for damages or costs arising from any delay of delivery of an exhibition. Because incoming shipments are prepaid, the borrower should not pay for a collect shipment, but should contact SITES and/or the previous exhibitor for further information. 7.2 Unpacking the exhibition. The borrower must allow the exhibition to acclimatize for at least 24 hours before unpacking, unless otherwise instructed by SITES. The borrower must examine the exhibition, report its condition on the forms provided by SITES, and return the condition report summary to SITES within 48 hours of unpacking. The borrower must contact SITES immediately if any damage is noted. Under no circumstances may any alteration or repair to exhibition materials or objects be undertaken without prior written permission from SITES. Initials, Page 6 7.3 Storage of exhibition and crates. No part of a SITES exhibition may be stored, crated, or moved off the premises without prior authorization from SITES. Neither exhibition components nor crates may ever be stored out-of-doors. 7.4 Outgoing Shipping. It is the borrower's responsibility to provide prepaid "door-to-door" transportation of the exhibition to the next designated location, by the date specified, and in accordance with conditions set forth in shipping instructions received from SITES approximately 1 (one) week after the exhibition's scheduled opening date. The "Notification of Shipment" documents included with the shipping instructions are to be completed and mailed promptly. If shipping instructions have not been received 10 (ten) days prior to the scheduled closing of the exhibition, the borrower must notify SITES immediately. 7.5 Shipping Costs. The borrower pays outgoing shipping costs (i.e. from the borrower's location to the next designated exhibition site). Non-compliance with SITES' shipping instructions will result in the borrower's financial responsibility for all costs (such as, but not limited to, overnight airfreight expenses) incurred in the timely delivery of the exhibition to the next borrower. Such costs shall also include consequential damages incurred by the next exhibitor as a result of the delay. 8. EXHIBITOR KIT 8.1 SITES will provide the borrower with one set of appropriate materials (e.g., installation, publicity, development, and educational materials and publications, if applicable) prior to the exhibition booking period. If additional materials are required, the borrower may purchase them from SITES. 9. CREDITS The Borrower must use the official national credit line on all printed and visual materials, included but not limited to invitations, brochures, posters, advertisements, banners, signage, websites, catalogues, and press releases associated with the Exhibition. All materials using the credit line must be pre-approved by SITES' Public Relations department prior to publication. SITES requires a minimum of five (5) full business days to review and approve such materials. Initials/ Page 7 9.1 The Borrower will include the Smithsonian Institution logo and the national sponsor(s) logo beneath the credit line on all printed or published materials. 9.2 Credits include recognition of SITES and designated lender(s), curator(s) and/or sponsor(s) of the Exhibition. 9.3 The official credit line for this exhibition is: Americanos: Latino Life in the United States, a project of Olmos Productions, has been organized by the Smithsonian Institution Traveling Exhibition Service and the Smithsonian Center for Latino Initiatives. The exhibition has been made possible through the generous support of AOL Time Warner and Farmers Insurance. 9.4 SITES will produce a credit panel that will be distinct from the title panel, and that will credit the National Sponsor. This credit panel must be mounted at the entrance of the exhibition at Borrower's venue. 9.5 The Borrower agrees to provide SITES with copies of press clippings and public announcements, installation photographs, and approximate visitation figures for the Exhibition as specified below in Section 13, Close-Out Survey. 10. LOCAL The national sponsors of the Exhibition are AOL Time Warner and SPONSORSHIP Farmers Insurance. 10.1 Borrower agrees to provide national sponsor with: - Acknowledgment through the national credit line on all printed and visual material; - The opportunity to host one event (at sponsor's expense) in accordance with the Borrower's guidelines,but with rental fees waived; - A number of free museum passes valid for the duration of the Exhibition; additionally, if SITES approves a special admission fee to the exhibition, Borrower agrees to provide sponsor with a specified number of free admission tickets to exhibition. - Invitations to the Borrower's exhibition openings and press events. SITES will provide an invitation list of not more than 30 names at least sixty days prior to exhibition opening. Should an Initials Page 8 event requires payment for attendance, sponsor will each be provided with 15 complementary tickets and SITES with 5 complementary tickets (total of 20 tickets). - The opportunity to speak at the Borrower's press event and exhibition-related receptions (may be limited to two minutes); - The right to use the Borrower's name in local media with • Borrower's advance approval; - Produce additional promotional materials related to the exhibition; and - The first opportunity to fund additional exhibition-related programs at the Borrower's institution. 10.2 The Borrower may solicit and procure local sponsorship for the Exhibition and related programs and publications, but these local sponsors may not be industry competitors of the national sponsor(s). Specifically, local sponsors of the exhibition and related programs, and/or related publications may not be a publishing, entertainment, internet provider, or insurance company. Local sponsor(s) must be approved in advance by SITES to avoid potential conflicts. 10.3 Local sponsor(s) must be listed after and in a type smaller than the national sponsor(s). Logo(s) of local sponsor(s) must be the same size or smaller, may not appear without the logo(s) of the national sponsor(s), and must be approved according to review process outlined below in Section 13, Media Review. The contact for all sponsor-related issues is Mark Hand, Development Associate. He may be reached by telephone at 202- 357-3168 x141, or by fax at 202-357-4324. 11. MEDIA REVIEW. 11.1 All materials in any media -- including but not limited to invitations, press releases, posters and public program brochures, and printed, video, internet, and audio announcements, additional panels or text for local sponsor credit or logo(s) -- must include the national credit line and must be pre-approved by SITES' Public Relations department prior to publication. SITES requires a minimum of five (5) full business days to review and approve such materials in light of our need for review and approval by the national sponsors. Initials Page 9 11.2 The Borrower agrees to use its best efforts to promote and advertise the Exhibition. Best efforts may include but are not limited to: holding press conferences, distributing media packets and scheduling media opportunities, and organizing special media events. 11.3 At the request of SITES' Public Relations department, invitations to special events will be sent to sponsors, civic or government representatives, Smithsonian staff, national press or others as appropriate. SITES will provide an invitation list not to exceed more than 30 names at least sixty(60) days before the exhibition opens at Borrower. 11.4 SITES maintains a website (www.si.edu/sites)which features exhibitions developed by SITES with brief illustrated descriptions, tour itineraries, press announcements, publications ordering information and educational resources. Exhibitors may establish links to it during the duration of the booking period, subject to the standard linking policies and procedures of the Smithsonian Institution which shall be provided upon request. 12. EDUCATION MATERIALS REVIEW. Should the Borrower wish to supplement SITES materials and create original educational materials for distribution to the general public, the Borrower must seek special permission from SITES Project Director, Jeff Thompson, 202-357-3168 x146, to do so. SITES staff will assist with the development of these materials to the extent possible. All educational materials must include the national credit line with SITES, AOL Time Warner, and Farmers Insurance logos. Materials must be submitted in draft form at least two (2) weeks before production for SITES review and approval. 13. CLOSE-OUT SURVEY. The Borrower agrees to provide SITES with copies of press clippings and public announcements, installation photographs, and demographic information and attendance figures for the Exhibition within two (2) weeks following the conclusion of the booking. A close-out survey form will be sent to the Borrower at the beginning of the booking period. Initials I Page 10 14. EXHIBITION The Smithsonian Institution owns the copyright to the COPYRIGHT exhibition and all its text. The borrower may not reproduce any portion of the exhibition or its material without the written permission of the copyright owner or licensee. 15. COPYRIGHT. The Smithsonian Institution and/or its collaborator(s) own all rights, including copyright, in and to the Exhibition, its text , and all its ancillary materials. Except as specifically set forth in this Agreement, the Borrower may not reproduce, distribute, display, alter or otherwise use the Exhibition or any portion of the Exhibition for any purpose without the express written permission of the Smithsonian. 16. CONFIDENTIALITY. The terms and conditions of this Agreement and any proprietary information related to the Exhibition shall be kept confidential by the Borrower and shall not be disclosed to any third party. The obligation to maintain the confidentiality of such information shall continue until the expiration of three(3)years from the termination or expiration of this Agreement. The restrictions imposed by this Agreement shall not apply to confidential information which can be shown by written record to have been known to the Borrower before the date of this Agreement, or which is or has been disclosed to the Borrower by a third party free of any confidentiality commitment to either party hereto, or which is required by law to be disclosed. 17. FORCE MAJEURE. Excluding payment of monies due, neither party shall have any liability to the other for any delay or failure to perform, in whole or in part, or for any cancellation in connection with performance of any obligations hereunder, if such failure or cancellation is due to any cause beyond its reasonable control, including, but not limited to, acts of God;war, riots, civil disturbances, fires, floods, strikes, terrorist acts or credible threat of same, lock-outs, labor disputes, failures in public supply of utilities or any other causes beyond the control of either party whether similar or dissimilar to the foregoing. 18. EXAMINATION OF RECORDS. The Borrower agrees that the Smithsonian or any of its duly authorized representatives shall, until the expiration of three (3) years after the termination of this Agreement or final payment Initials__ Page 11 under this Agreement, whichever is later, have access to and the right to examine any books, documents, papers, or records of the Borrower relating to the Exhibition at the Borrower's principal place of business during regular working hours and may make copies or extracts therefrom with appropriate safeguards, if any, for confidentiality. 19. ASSIGNMENT/AMENDMENT. This Agreement and all rights and obligations herein stated are binding on and personal to the parties and shall not be assigned, amended, or modified except by mutual written agreement of the parties hereto. 20. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the District of Columbia, regardless of the place of execution or performance. 21. WAIVER OF BREACH. The failure of either party to insist upon the strict performance by the other party of any of the terms of this Agreement shall not be construed as a waiver by such party of its rights to insist at any subsequent time upon the full performance of any of the terms of this Agreement. 22. NO PARTNERSHIP. This Agreement is a contract between two independent parties and shall not be deemed or construed to make either party an agent, representative, employee, partner,joint venturer or associate of the other party. The Borrower has no power or authority to act for, represent, or bind SITES, the Smithsonian Institution, or any entity affiliated with the Smithsonian Institution in any manner. 23. SEVERABILITY. If any term or provision of this Agreement shall be held to be invalid or illegal, such term or provision shall not affect the validity or enforceability of the remaining terms and provisions of this Agreement. 24. RECITALS and HEADINGS. The recitals herein constitute an integral part of the Agreement reached and are to be considered as such. However,the captions and headings contained in this Agreement have been inserted for Initials Page 12 reference and convenience only and in no way define, limit, or describe the text of this Agreement or the intent of any provision. 25. CHANGE IN OPERATING NAME and/or MANAGEMENT. The Borrower must provide prior written notice to SITES if the Borrower changes its operating name or a significant portion of its operating management. Any such changes shall not operate as a waiver of the Borrower's obligations under this agreement. 26. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties and supersedes all previous negotiations, representations, and agreements on this matter. There are no other written or oral agreements, representations, or understandings with respect to the subject matter of this Agreement. This Agreement shall not be deemed effective, final, or binding upon the Borrower or the Smithsonian until it is signed and dated by each party's representative. Initials_ Page 13 This agreement, when signed below by both parties, constitutes a binding contract between the Borrower and the Smithsonian Institution. No changes in the terms of this contract may be made without express prior written consent of both parties. I affirm that I have full authority to sign on behalf of the borrower, that the terms of this contract are understood, and that all terms and conditions will be met. For the borrower ` p 6/l3/0 ignature of authorized representative Date David N. Ream, City Manager City of Santa Ana, CA Si re of a horiz d representative Date Andrea Lee Harris, Director California State University- Fullerton Grand Central Art Center For SITES Signature of authorized representative Date K. Denise Schelin, Assistant Contracting Officer . ATTEST: APPROVED AS TO ORNi PATRICIA B,HEALY CLERIC OF THE COUNCIL B .IAMIN MAN Chi Assistant Cit Attorney, Initials Page 14