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Collier County Museum Non-Standard Agreement (FL Keys History & Discover Foundation, Inc.) STANDARD FORM EXHIBITION AGREEMENT Collier County Museum THIS EXHIBITION AGREEMENT (hereinafter referred to as the "Agreement") is made and entered into this L31"of _ , 2017, by and between Florida Keys History and Discovery Foundation, Inc. (hereinafter referred to as "Exhibitor"), with an address at 82100 Overseas Highway, Islamorada, Florida 33036, and Collier County, Florida, a political subdivision of the State of Florida(hereinafter referred to as "County"). RECITALS: WHEREAS, County is the owner of a certain collection of art works described in Exhibit A (hereinafter referred to as the "Collection"); and WHEREAS, Exhibitor would like to exhibit the Collection in the manner set forth in Exhibit B; and WHEREAS, County is willing to loan Exhibitor the Collection for purposes of their exhibition at the terms and conditions set forth below. WITNESSETH: NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration exchanged amongst the parties, and in consideration of the covenants contained herein, the parties agree as follows: 1. All of the above RECITALS are true and correct and are hereby expressly incorporated herein by reference as if set forth fully below. 2. Fee. The Exhibitor will pay County a Participation Fee of$2,500.00. Payment shall be made on execution of this Agreement. 3. Transportation. County will make all arrangements for the shipment of the Collection, subject to the approval of Exhibitor, and Exhibitor shall prepay County in full for all shipping costs. Shipping and all other instructions provided by County must be followed explicitly. Following the conclusion of the exhibition, at its sole cost and expense, Exhibitor shall promptly pack and return the Collection back to County in the manner directed by the County. Exhibitor will be responsible for any costs incurred by County for its failure to comply with the packing/shipping schedule due to delay, including but not limited to, expedited shipping, overtime installation costs or income loss. Alternatively, County may direct Exhibitor to ship the Collection to the next exhibition, at such terms and conditions as the parties then agree upon. 4. Insurance. Exhibitor will provide all risks wall-to-wall insurance coverage of the Collection during its presentation at the exhibit site. County must be named as an additional insured on the Exhibitor's policy and Exhibitor must provide County with a Certificate of 1 Insurance outlining the terms of coverage for the exhibition during its presentation. During the period when the Collection is at Exhibitor's site, Exhibitor shall be liable for any damages to the Collection other than the damages that arise from the negligence of County. Any damages or change in condition of an artifact in the Collection must be reported within three business days, first by telephone and subsequently in writing as set forth more particularly in the notice provision below. 5. Indemnification by Exhibitor. County will have no responsibility for the day-to- day operations of the exhibition. Exhibitor agrees to indemnify and hold harmless County, its elected officials, employees, agents and sponsors (if any) of its exhibition of the Collection from and against any and all responsibility and liability for third party claims, damage, loss or expense, including legal fees or other expenses, caused by or arising out of the exhibition, the exhibit space and the operation of the exhibition, except to the extent that any such claims relate to the specific responsibilities expressly undertaken by County pursuant to this Agreement. If Exhibitor is a government or quasi-governmental entity, the Exhibitor's obligation to indemnify hereunder shall be subject to such statutory limitations on liability as are imposed on Exhibitor by applicable state or municipal law. 6. Installation and Security. The Collection must be exhibited at the site named in this Agreement. Any proposed change in the exhibition location must be approved by County, in writing, at least three months prior to the exhibition opening. Exhibitor may not send the Collection to any location outside of Exhibitor's building for storage or display. Exhibitor is responsible for all local costs incurred in presenting the exhibition, including, but not limited to unpacking/repacking, installation, publicity, signs, security, opening events, invitations, etc. Empty crates and all packing material must be stored in a secure facility. Should off-site storage for empty crates be necessary, the costs will be borne by Exhibitor, and County must be notified of the location. It is the responsibility of Exhibitor to inspect all packing materials for the exhibit upon arrival to Exhibitor's site. Should damages occur during transit, County must be notified immediately. All packing materials must be saved and damaged packing materials should be documented by photography and written description. All of the packing materials provided by County shall be saved by Exhibitor for reuse when the exhibition is packed for shipment to the next venue or back to County. In the event that any of the packing materials provided are damaged or deemed unusable, substitute or replacement materials may be used with approval from County. Any costs related to the replacement or repair of packing materials shall be the responsibility of County if such replacement or repair is the result of wear and tear. The area in which the exhibition is stored temporarily, unpacked/repacked, and otherwise prepared in advance of its installation and following its dismantling must be climate-controlled and must be locked and secured during working hours and non-working hours. Protected storage space for exhibition materials, packing materials and packing containers must be provided. During the hours the exhibition is open to the public or whenever the gallery is open to staff and/or special groups, staff fully sufficient to cover the exhibition must be deployed with periodic checks during the day to assure that artifacts and exhibit elements are secure. Galleries 2 must be locked and secure during non-public hours and must be monitored electronically or be toured regularly by the Exhibitor's security staff. An open mall, hallway, or lounge area is not acceptable. The exhibition may be installed only in a facility that is equipped with adequate climate control, fire detection/prevention, and operational security systems. Climate control and fire detection/prevention must operate on a 24 hour per day, 7 day per week basis. A completed facility report must be received and approved before County will sign the contract. Exhibitor will inform County if it is no longer able to comply with all of the statements made in its facility report provided to County. An institution unable to exhibit all objects must notify County before the exhibit opens to the public in order for acceptable storage plans to be made. Exhibitor shall absorb related expenses. Any additional printed visual materials prepared by Exhibitor for inclusion in the exhibition must be sent to County and receive written approval prior to the opening of the exhibition. County reserves the right to withdraw an artifact or artifacts from the exhibition for any reason during its circulation. In such instances, Exhibitor shall comply promptly with packing/shipping instructions provided by County. The expenses involved in the withdrawal will be borne by County unless other arrangements are agreed upon by both parties. Smoking, eating and drinking are not allowed at any time in the exhibition gallery, staging area, or storage area. All construction, painting and preparation must be completed before the exhibition artifacts are brought into the exhibition staging area. No one other than professional staff directly involved with the exhibition installation is allowed in the staging and exhibition areas once processing, installation or de-installation begins. Outside visitors and other museum staff must not be allowed into these areas until exhibition materials are repacked into crates or otherwise secured. A professional curator, registrar or conservator must perform the packing, handling and inspecting of artifacts. Objects must remain in the condition in which they are received. They must not be cleaned without written authorization from County's Curator of Collections or Museum Director. Under no circumstances should any object be transported in damaged condition. Except for emergency procedures to arrest further damage, no conservation or restoration work may be performed by Exhibitor. Only photographic materials supplied by County are approved for publicity purposes, and only when conditions of reproduction are strictly observed. County will allow unrestricted coverage by media (TV, radio, news stations, newspapers, etc.) while the exhibit is open to the public, without prior written consent. Exhibition texts provided by County may not be altered or revised without written permission of County. At the close of the exhibition, the following documentation must be forwarded to County: - Samples of any printed matter produced by Exhibitor, in conjunction with the exhibit. 3 ‘11) - Copies of all printed reviews, articles, and paid advertisement, as well as listing of coverage by other media. - Attendance figures for the exhibition. - Photographs of the exhibition set-up at Exhibitor's facility. 7. This Agreement, together with all exhibits and schedules attached, is the entire agreement superseding all previous oral and written representations, agreements and understandings of the parties with respect to the exhibition of the Collection. Except as otherwise provided herein, this Agreement shall only be amended by mutual written consent of the parties hereto or by their successors in interest. All notices and other communications required or permitted hereunder shall be in writing and shall be sent by Certified Mail, return receipt requested, or by a nationally recognized overnight delivery service, and addressed as follows: To County: To Exhibitor: Jennifer Guida, Curator of Collections Brad Bertelli, Curator Collier County Museum Florida Keys History and Discovery Center 3331 Tamiami Trail East 82100 Overseas Highway Naples, FL 34112 Islamorada, FL 33036 Direct: (239) 252.8724 Main: (239) 252.8476 Fax: (239) 252.8580 (305) 395.9889 Email:jenniferguida@colliergov.net Email: whypanic@aol.com Notice shall be deemed to have been given on the next successive business day to the date of the courier waybill if sent by nationally recognized overnight delivery service. This Agreement is personal to Exhibitor, and may not be assigned or transferred in any manner except by prior written permission of County. 8. Choice of Law; Venue; Dispute Resolution. This Agreement shall be governed by the laws of Florida. In the event of a dispute under this Agreement, the parties shall first use the County's then-current Alternative Dispute Resolution Procedure. Exhibitor expressly consents and waives its objection to the non-exclusive personal jurisdiction of and venue in the Circuit Court of Collier County, Florida, for all cases and controversies arising under this Agreement. 9. Accessibility. In exhibiting the Collection, Exhibitor will comply with all applicable law. The public shall be admitted to the exhibition without discrimination and regardless of race, color, creed, sex, age or national origin. Additionally, every effort shall be made by the Exhibitor to provide full access to the exhibition for disabled individuals, as stipulated in Section 504 of the Federal Public Law 93-112, as amended. 10. 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, 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 threats of same, lock-outs, 4 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. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the date first above written. TWO WITNESSES: AS TO of !: 'IR: • I _ 4 .' • k .gaC By: C---/> 6. t i F FIRST WITNESS Brad Bertel urator Date t((i Print Name 41° ' IN\A ca4j, • SECOND SS v n t � 'rint Name Date: L\UICI, 2 17 OWNER: ATTEST: BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY A 40 A Dwight E.Brock, lerk BYnaiak- ta,,,r .1 BY: //.14.1L./ Attest as to Chairman's Or Penny Tay1oe airman , Date signature only. \ k� Ap t oved . t F e l and ega Deputy County •ttorney S,61-1- P . -re-4(1-x Print Name 41 5 EXHIBIT A : Selected works from the "Collection"that will travel. "Collection" is County asset barcode number CT25951,system number 025951.000. Museum accession number Title Appraised value (from July 30, 2008 report) 1 07.10.161 Everglades,Old Home $1,000.00 2 07.10.210 Sunset off Cape Romano $100.00 3 07.10.61 We Goin'Swimming, We Goin' Home $125.00 4 07.10.22 Duck Rock, 1935 $1,000.00 5 07.10.20 Loggerhead on Naples Beach $550.00 6 07.10.179 Cane Scow on Halfway Creek $850.00 7 07.10.144 Ethel Q $750.00 8 07.10.19, 29, 30 Fish Trip(3 pieces framed together) $750.00 9 07.10.153 Key West in the Sailboat Days $150.00 10 07.10.88 Dry-Stop Mullet Fishing $500.00 11 07.10.143 Wild Turkeys $550.00 12 07.10.148 Deep Lake $350.00 13 07.10.38 Mad Boar $750.00 14 07.10.158 Old Punta Rassa $300.00 15 07.10.142 Little Pavilion Key Clam Tents $750.00 16 07.10.195 My First Home, Naples $850.00 17 07.10.192 Bear at Haldeman's House $1,000.00 18 07.10.145 Tamiami Trail, Roscoe Walker $950.00 19 07.10.193 Filling in Naples Canal $850.00 20 07.10.81 Naples, Mackerel Fleet $650.00 21 07.10.220 Combs Fish Company $150.00 22 07.10.90 Old Way, New Way $350.00 23 07.10.146 Shrimp Boat $375.00 24 07.10.136 Clara and Clam Dredge $600.00 25 07.10.110 Inboard Invention $125.00 26 07.10.84 Sawfish $100.00 27 07.10.94 Crabs $150.00 28 07.10.124 Doctor's Pass $200.00 29 07.10.46 Swimming Deer $350.00 30 07.10.24 So Many Changes $650.00 Total appraised value: $15,825.00 0 EXHIBIT B Exhibition: Never No More:Storter's Southwest Florida Borrowing Institution: Florida Keys History and Discovery Center Borrower's Billing Address: 82100 Overseas Highway, Islamorada, Florida 33036 Borrower's Shipping Address: 82100 Overseas Highway, Islamorada, Florida 33036 Borrower's Phone: 305-395-9889 Booking Dates: Exact dates TBD pending BCC approval. Borrower requested any time after June 15, 2017. Participation Fee: $2,500.00 Shipping: $1,060.89 Security Level: Moderate Exhibition Contents: • Three (3) framed introductory panels, 24" x 36" each in size • Thirty (30) framed original artworks in a variety of sizes • Thirty(30) captions, 12" square each in size, printed on %" black sintra • Thirty(30) captions, 8" square each in size, printed on%" black sintra • Captions content same content. Museum provides two size options to Borrower. ARDDATE(MMIDD/YYYY) ® CERTIFICATE OF LIABILITY INSURANCE 5/9/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Felicia Thomas NAME: Regan Insurance Agency PHO No.Extt: (305)852-3234 FAX(A/C, (305)852-3703 90144 Overseas Hwy. L ADDARESS:fthomas@reganinsuranceinc.com INSURER(S)AFFORDING COVERAGE NAIC# Tavernier FL 33070 INSURERA:United States Liability Ins Co 25895 INSURED INSURER B: Florida Keys History and Discovery Foundation Inc. INSURERC: P 0 BOX 1124 INSURER D: INSURER E: Islamorada FL 33036 INSURERF: COVERAGES CERTIFICATE NUMBER:17-18 GL REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IPOLICY EFF POLICY EXP LTR TYPE OF INSURANCE AR DDL WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYYI LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED A CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ 100,000 NPP1564201B 1/23/2017 1/23/2018 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PRO-JECT LOC PRODUCTS-COMP/OPAGG $ included OTHER: Directors&Officers $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Museum CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier County Museums THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Jennifer Guida ACCORDANCE WITH THE POLICY PROVISIONS. Curator of Collections 3331 Tamiami Trail East AUTHORIZED REPRESENTATIVE Naples, FL 34112 _/ /'<=7:e----- (0�A� Joseph Roth/LMAGUI ��"�( ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401)