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Home My WebLink AboutAgreement A-19-148 with the NBM and FHA.pdfEXHIBITION AGREEMENT between The National Building Museum 401 F Street NW, Washington, D.C. 20001 and The County of Fresno, through its Public Library 2420 Mariposa Street, Fresno, CA 93721 and Fresno Housing Authority 1331 Fulton Street, Fresno, CA 93721 This agreement (the "Agreement") sets forth the terms of mutual agreement between The National Building Museum (NBM), Fresno County Public Library (the “Exhibitor”) and Fresno Housing Authority (the “Fiscal Agent”). NBM, the Exhibitor, and the Fiscal Agent may be referred to individually as a “Party,” or collectively as “the Parties” to this Agreement. Concerning the exhibition:Evicted (the “Exhibition”) organized by The National Building Museum which will be shown at: Fresno County Public Library located at 2420 Mariposa Street, Fresno, CA 93721 from November 4, 2019 through December 30, 2019 for an Exhibition Fee of $2,000 plus shipping expenses, which shall be entirely financially sponsored by Fresno Housing Authority. Agreement No. 19-148 2 CONDITIONS OF AGREEMENT A. General 1.The Exhibition shall be shown in a dignified and suitable manner appropriate to its content at the Fresno Public Library located at 2420 Mariposa Street, Fresno CA 93721 from November 4, 2019 to December 30, 2019. Any proposed change in the Exhibition site or Exhibition date must be approved in writing by NBM at least 90 days prior to the Exhibition opening. 2.The public shall be admitted to the Exhibition without discrimination or segregation and regardless of race, color, creed, gender, sexual orientation, age or national origin, in compliance with any National or Local laws, or County policies. Additionally, every effort shall be made by the Exhibitor to provide full access to the Exhibition for disabled individuals in compliance with any Federal, State, or Local laws. 3.The Exhibition will consist of approximately four house structures, four audio-visual programs with equipment, graphic elements and other exhibition components (collectively referred to as the “Components”), as described in Exhibit A, which is attached and incorporated by this reference. Exhibit A describes the Components that make up the Exhibition. The Exhibitor shall make its best effort to show the Exhibition in its entirety. B. Title and Credit Line 1.The title of the Exhibition is Evicted. Any changes to the title must be approved in advance by NBM. 2.The Exhibition must be identified by its title and the following credit line(s) in a prominent place at or near the entrance to the galleries of the Exhibitor in which it is installed: Evicted is supported by a generous grant from the Avangrid Foundation. The exhibition is organized by The National Building Museum, where it was made possible by gifts from Amy Falls, Ford Foundation, and the Wells Fargo Housing Foundation. 3.The credit line(s), as specified above, shall appear in all materials in any medium, including, without limitation, print and electronic forms prepared by the Exhibitor, such as press releases, announcement cards, invitations, brochures, posters, advertising, newsletters and all other collateral materials. The logo of the Avangrid Foundation must appear on the Exhibition credit panel and all printed material. The Exhibitor will encourage all news media to include this credit line in reporting on the Exhibition. 4.The credit line(s) for additional sponsorship for exhibition shall be mutually agreed upon by the Exhibitor and NBM and shall be acknowledged on a separate line, below the specified credit line. The layout of all printed acknowledgments of such sponsorship shall be approved in advance by NBM. Any revisions to the credit line(s) will be communicated to the Exhibitor in writing. C. Environmental Conditions The Exhibition shall be installed in a fireproof or fire-resistant facility equipped with fire detection/prevention systems. 3 D. Installation 1.The Exhibition should be installed in accordance with suggested layouts developed by NBM and approved in advance. NBM shall provide installation instructions and specifications, including audio-visual specifications. If installation assistance is required, NBM may provide a technician at an additional cost. 2.The Exhibitor is responsible for the physical installation of the Exhibition, in accordance with Section D(1) and the specifications provided by NBM, including but not limited to construction, exhibition furniture and other display units, lighting and graphics. E. Maintenance The Exhibitor shall make best efforts to ensure that no vandalism or damage occurs while the Exhibition is on Exhibitor’s premises. Any damage shall be reported immediately to NBM and the Exhibitor shall make best efforts to repair damage in accordance with NBM’s instructions. F. Condition Reports NBM shall prepare a Condition Report, and packing and unpacking instructions for the Exhibition Components and each work in the Exhibition, which will accompany the Exhibition throughout its tour. H. Security 1.The Exhibitor will be responsible for the security and safety of the Exhibition while it is on the Exhibitor’s premises, from the time of delivery until it leaves for its next destination. 2.During the hours the Exhibition is open to the public or whenever the galleries are open to staff/or special groups, staff sufficient to cover the Exhibition must be deployed by Exhibitor. The Exhibit must be locked and secure during all non-public hours. I. Insurance, Reporting Damages 1.The Exhibition shall be insured by NBM. The Exhibition will be covered by this policy in transit to the Exhibitor’s premises, while on view at Exhibitor’s premises, and in transit to NBM or the next venue. 2.The Exhibitor shall be held responsible for any damage or loss that results from violation of the terms of this Agreement, and/or willful misconduct by the Exhibitor. Any damage or loss or other change in the condition of the Exhibition Components, whether it may have occurred in transit or on the Exhibitor's premises, and regardless of who may be responsible, must be reported immediately to NBM. 3.If damage or loss appears to have occurred in transit, the Exhibitor shall immediately notify NBM, preserve all packing materials for inspection by the shipping company, and photograph the packing case and materials upon discovery of the damage. The Exhibitor shall cooperate with NBM in giving written notice to the shipping companies and insurance carriers. 4 4.NBM shall be responsible for handling and processing any insurance claim. Exhibitor shall cooperate with NBM if any such matter arises, and provide promptly any additional information concerning such a claim that NBM may reasonably request. J. Shipment 1.NBM shall make all arrangements for the shipment of the Exhibition in consultation with the Exhibitor, and shall provide the Exhibitor with advance notice of all such arrangements. Exhibitor agrees to use a freight forwarding agent approved in advance by NBM. 2.The Exhibitor shall unpack and repack the Exhibition in accordance with a mutually agreed upon schedule and procedures. 3.If, under any circumstances, the Exhibitor is unable to receive/disperse shipment of the Exhibition within a reasonable period in advance of the scheduled opening or following its closing, the Exhibitor shall notify NBM immediately in writing. 4.The Exhibitor must follow NBM's instructions regarding unpacking, repacking, and shipment, and must complete and return the following forms as noted: a)Incoming Reports: Incoming reports are to be completed within 24 hours of unpacking in order to identify damage which may have occurred in transit. 5.The Exhibitor shall maintain the Exhibition packing cases and materials in good condition. K. Financial Arrangements 1.The Fiscal Agent agrees to sponsor the Exhibition by assuming any associated Exhibition Fee and all shipping expenses. At its discretion, the Fiscal Agent may assume additional costs as specified below that would otherwise be incurred by the Exhibitor. The Exhibitor and Fiscal Agent are responsible for creating any such arrangement. 2.The Fiscal Agent agrees to pay the Exhibition Fee of $2,000 to NBM, of which one-half, $1,000, is payable within 30 days of signing this Agreement. The balance is payable on the opening of the Exhibition at the Exhibitor’s venue. Shipping expenses of $5,000 shall be billed to the Fiscal Agent upon the closing of the Exhibition at the Exhibitor’s venue, and are payable within 30 days receipt of the invoice. NBM will invoice the Fiscal Agent for each of these payments. Exhibitor shall not be responsible for any failure of the Fiscal Agent to comply with the terms of this Agreement. 3.The Exhibition Fee is non-refundable unless NBM cancels the Exhibition through no fault of the Fiscal Agent or Exhibitor. In the event that NBM is unable to perform hereunder, NBM shall promptly refund to the Fiscal Agent the portion of the Exhibition Fee already paid by the Fiscal Agent in full and complete satisfaction of NBM’s obligation to the Fiscal Agent. 4.If circumstances require the Exhibitor to cancel its showing of the Exhibition for any reason, NBM must be notified in writing 90 days in advance of the scheduled opening date at the Exhibitor’s premises. If the Exhibitor provides notice of cancellation after this date, the Fiscal Agent shall be billed a $1,000 fee. Payment shall be due and payable at the same time the Exhibitor gives NBM notice of such cancellation. However, in the event that either NBM or the Exhibitor arranges for an alternative venue for the Exhibition that is acceptable to NBM and that commits to the Exhibition 5 during the period of time formerly scheduled for the Exhibitor, or at another time reasonably acceptable to NBM, the fees received from the alternative venue shall be applied against the amount owed by the Fiscal Agent to NBM, and a refund to the Fiscal Agent will be issued. 5.The Exhibitor is responsible for all local costs incurred in presenting the Exhibition as indicated in Section D(2), including but not limited to its loading and unloading, unpacking and repacking, crate storage, installation and dismantling, publicity and printed materials, opening events, etc. 6.Any revenues earned by the Fiscal Agent or Exhibitor in relation to the Exhibition from admission charges, audio tours, catalogs, poster sales, etc., shall be retained by the Fiscal Agent or Exhibitor, as agreed upon between these two parties. The Fiscal Agent and/or Exhibitor shall be responsible for any applicable taxes or other charges on or related to such revenues. L. Publicity and Education 1.All publicity and education materials offered or provided as part of the Exhibition must be approved in advance in writing by NBM. 2.NBM shall forward a selection of digital images approved by NBM for press, promotional or educational purposes to the Fiscal Agent and Exhibitor three months prior to the Exhibition’s opening date. The Exhibitor shall bear publicity and public relations costs including, but not limited to, any opening reception, press conference, reproduction of photographs, and signage, including banners. At its discretion, NBM may contribute to publicity and public relations efforts. M. Copyrights, Reproductions and Website NBM shall be responsible for affixing the proper copyright notice, if any, to all photographs, books, and other products that it supplies to the Fiscal Agent and Exhibitor. These notices shall not be altered or revised by Fiscal Agent or Exhibitor without the advance written permission of NBM. N. Final Exhibition Report 1.A Final Exhibition Report Form, which will be supplied by NBM, must be completed and returned to NBM's Exhibition Program Office, along with the following documentation, within 60 days of the close of the Exhibitor's showing of the Exhibition: a)Five (5) or more photographs of the Exhibition installation. b)Five (5) copies each of any printed matter produced in conjunction with the Exhibition, such as bulletins, press releases, checklists, invitations, etc. and special mailings sent to Exhibitor’s members or to the general public that mention or describe the Exhibition or any activities related to the Exhibition. c)One (1) copy each of any articles in local or national newspapers, magazines or other print media, as well as samples of press kits, texts of PSAs, and any other publicity developed by Fiscal Agent or Exhibitor related to the Exhibition. d)Five (5) copies each of any brochure produced in conjunction with the Exhibition for its Library and Archives. Digital images supplied by the Exhibitor to NBM shall be of reproduction quality, since these images may be reprinted, with full credit, in NBM publications. The costs of supplying this photographic documentation shall be borne by the 6 Exhibitor, except when additional prints, copies, or expedited services are requested by NBM. e)Any other similar relevant material relating to the Exhibition and its publicity for the Exhibition. 2.Exhibitor agrees to keep a record of attendance figures for the Exhibition, and to provide NBM with a total attendance figure at the close of the Exhibition. O. Force Majeure No Parties to the Agreement shall be responsible or liable for damages caused by a delay or failure in the performance of this Agreement or any provision hereof, or by a delay or failure which causes cancellation of this Agreement, if such a delay or failure is due to a cause beyond its control, such as, but not limited to, fires, strikes, scarcity of materials or fuel, war or acts of war, terrorism, acts of mobs or rioters, acts of public authorities, delay or defaults caused by public carriers, or storms, floods, or other acts of God. P. Legal Actions or Proceedings If any legal actions or other legal proceedings are commenced relating to the Exhibition or this Agreement, and the Fiscal Agent or Exhibitor is named as a defendant or respondent therein, the Fiscal Agent or Exhibitor agrees to give prompt notice to NBM and to cooperate with NBM in any litigation that might ensue. Q. Governing Law 1.This Agreement shall be governed by, enforced, performed and interpreted in accordance with the laws of the state of California without regard to conflicts of law principles. 2.The Agreement constitutes the entire understanding between NBM, the Exhibitor and the Fiscal Agent with respect to the Exhibition, and it supersedes and replaces any previous documents, correspondence, conversations and other written or oral understandings. Mutually acceptable modifications to this Agreement may be made in writing signed by NBM, the Exhibitor and the Fiscal Agent. 3.The Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto, provided that no parties may assign its interest hereunder without the prior written consent of the other parties. R. Staff Representatives Except as noted in the foregoing, the persons responsible for the Exhibition for NBM, the Exhibitor and the Fiscal Agent for the purpose of receiving, rendering reports, or giving approvals as appropriate, as required under this Agreement are listed below. The representatives listed here may change and any such change will be promptly communicated to the other parties. National Building Museum: Chase W. Rynd, Executive Director 202-272-2448 ext. 3005 7 Exhibitor: County Librarian 559-600-6237 Fiscal Agent: Tiffany Mangum or Preston Prince 559-443-8475 S. Hold Harmless Each Party agrees to indemnify, save, and hold harmless the other Parties from and against any and all costs and expenses, damages, liabilities, claims, and losses occurring or resulting to the other Parties in connection with the performance, or failure to perform by that Party, its officers, agents, or employees under this Agreement, and from and against any and all costs and expenses, damages, liabilities, claims, and losses occurring or resulting to any person, firm, or corporation who may be injured or damaged by the performance, or failure to perform, of that Party, its officers, agents, or employees under this Agreement. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first hereinabove written. The National Building Museum ( uthoriz gna ure ~>~ ~, ~\°''/JV Print Na ~e & Title <; ,,'I, f ~ Go u 401 'f'&reo±~ ~W,,~ Mailing Address , ~ . / Mailing Address FOR ACCOUNTING USE ONLY: ORG No.: Account No.: Requisition No.: COUNTY OF FRESNO Nathan Magsig, Chairman of the Board of Supervisors of the County of Fresno ATTEST: Bernice E. Seidel Clerk of the Board of Supervisors County of Fresno, State of California 8