DOC1342735565.pdf

Procure-to-Pay

3835 Holdrege Street | Lincoln, NE 68583-0742 | 402.472.2126 nebraska.edu/p2p

University of Nebraska Contract Summary

CONTRACTOR/COMPANY INFORMATION

Supplier OREGON MUSEUM OF SCI & INDUSTRY Contact Akiko Minaga

Email aminaga@omsi.edu

REQUESTING DEPARTMENT

Participating Campuses

UNL

Administrative Unit/Dept.

Primary Contact Name

Adam Eakin

Primary Contact Email

ADAM.EAKIN@UNL.EDU

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

Rental of "In Search of Earth's Secrets" exhibit from the Oregon Museum of Science and Industry for display at Morrill Hall. The exhibit will be on display from June 6, 2026 through September 2, 2026.

Purchase Category

Total Amount of Spend

$20,000 Start Date 6/6/2025

12:00 AM

End Date 9/02/2026

11:59 PM

BID INFORMATION

Bid Number

Competitive Review Findings

NCPD

Contract Information N/A

INTERNAL USE ONLY

CW19814

mailto:ADAM.EAKIN@UNL.EDU mailto:ADAM.EAKIN@UNL.EDU

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Title: Legal and Policy Compliance Addendum Revised: 230512

University of Nebraska Legal and Policy Compliance Addendum

This University of Nebraska Legal and Policy Compliance Addendum (the “Addendum”) to the OREGON MUSEUM OF SCI & INDUSTRY Agreement dated concurrently with this Addendum (the “Agreement”) is made and entered as of the date of the last signature set forth below between the Board of Regents of the University of Nebraska a public body corporate and governing body of the University of Nebraska (“University”), which is composed of a chief governing administrative unit (University of Nebraska System), four universities (University of Nebraska at Kearney, University of Nebraska-Lincoln, University of Nebraska Medical Center, and University of Nebraska at Omaha), and such other institutions and units as may be designated by the Nebraska Legislature, and OREGON MUSEUM OF SCI & INDUSTRY (“Supplier”).

RECITALS

A. University desires to enter the Agreement with Supplier.

B. The Agreement is in the form provided by Supplier, which the parties are using for their mutual convenience.

C. The Agreement is, with the exceptions noted in this Addendum, acceptable to University.

D. Certain provisions in the Agreement cannot be accepted or are required in the Agreement by

University as a matter of law and policy of the State of Nebraska and University.

E. Supplier is willing to modify the Agreement as set forth in this Addendum.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants set forth in the Agreement and herein and the above recitals, which are incorporated herein by this reference, the parties agree as follows:

1. Incorporation and Priority of Terms. The Agreement is amended as stated herein and this

Addendum is incorporated into the Agreement by this reference. In the event of a conflict between the terms of this Addendum and the Agreement, the terms of this Addendum shall prevail.

2. Assignment. The Agreement is non-assignable and non-transferrable unless agreed to in writing by the parties. Any attempt by either party to assign its rights or obligations hereunder without the written agreement of the other party shall be void.

3. Governing Law and Forum. The Agreement shall be governed by the laws of the State of

Nebraska without giving effect to its conflicts of law provisions. Any legal actions brought by either party hereunder shall be in the state courts located in Lancaster County, Nebraska. It is understood and agreed that any legal action by Supplier in relation to the Agreement may only be instituted in accordance with the provisions of the Nebraska State Contract Claims Act (Neb. Rev. Stat. §§ 81-8,302 to 81-8,306).

4. Liability. To the fullest extent allowed by law, Supplier shall defend, indemnify, and hold harmless

University, its regents, officers, employees, agents, and students for any loss, claim, damage, expense, or liability of any kind arising out of or in connection with the performance or nonperformance by Supplier and its officers, employees, agents, and subcontractors.

5. Work Status Verification. Supplier and its subcontractors shall use a federal immigration verification system to determine the work eligibility status of new employees physically performing services within the State of Nebraska pursuant to Neb. Rev. Stat. §§ 4-108 to 4-114.

6. Debarment List. Supplier certifies and warrants that it has not been debarred, suspended, or declared ineligible as defined in the Federal Acquisition Regulation 48 CFR Ch.1 Subpart 9.4. Supplier also certifies that Supplier, its partners, directors, officers, employees, licensees, subcontractors, or agents have

{00052178.DOCX; 10} Page 2 of 6 not been excluded or debarred or otherwise become ineligible to participate in Federal health care programs pursuant to 42 USC § 1320a-7. This shall be an ongoing certification and warranty during the term of the

Agreement and Supplier shall immediately notify University of any change in the status of the certification and warranty set forth in this section. If Supplier becomes excluded from Federal health care program participation or placed on the Consolidated List of Debarred, Suspended, and Ineligible Contractors, the

Agreement may be terminated immediately, for cause, by University. If any partners, directors, officers, employees, licensees, subcontractors, personnel, or agents of Supplier become excluded from Federal health care program participation, such individual shall be removed from participating in the Agreement immediately. Failure by Supplier to remove such excluded individual immediately shall provide University the right to terminate the Agreement immediately for cause.

7. Taxpayer Transparency Act. Under Neb. Rev. Stat. §§ 84-602.01 to 84-602.04, University is required to provide the Nebraska Department of Administrative Services with a copy of each contract that is a basis for an expenditure of state funds, including any amendments and documents incorporated by reference in the contract. Copies of all such contracts and documents will be published by the Nebraska

Department of Administrative Services at https://statecontracts.nebraska.gov/. It shall be the sole responsibility of Supplier (a) to notify University of any requested redactions to such contracts and documents and (b) to indicate the legal basis for such requested redactions at the time of execution. In addition, Supplier agrees to defend any challenge to such redactions at its own expense. Supplier’s failure to request redactions to any contracts and documents released by University shall constitute a complete waiver of any and all claims for damages caused by any such release.

8. Public Records. Under Neb. Rev. Stat. §§ 84-712 to 84-712.09, information or records of or belonging to University regarding, related to, or part of the Agreement will be open to public inspection and copying unless exempted from disclosure in accordance with the University’s interpretation and application of applicable law. It shall be the sole responsibility of Supplier (a) to notify University of requested redactions to any such information or records that may otherwise be required to be open to public inspection and copying and (b) to indicate the legal basis for such requested redactions. In addition, Supplier agrees to defend any challenge to such requested redactions at its own expense. Supplier’s failure to request redactions to any information or records released by University shall constitute a complete waiver of any and all claims for damages caused by any such release.

9. Equal Opportunity (intentionally bolded). If the Agreement is for $10,000 or more and involves federal funds, then Supplier shall comply with 41 CFR §§ 60-1.4(a), 60-300.5(a), and 60-741.5(a), incorporated by reference with the following statement: “This contractor and subcontractor shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60- 741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, national origin or for inquiring about, discussing, or disclosing compensation. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or veteran status.”

10. Affirmative Action Program. If Supplier has fifty (50) or more employees and the Agreement involves $50,000 or more in federal funds, then the Supplier shall develop or maintain an affirmative action program as described in 41 CFR 60‐2 or 41 CFR 60‐741, subpart C , as applicable. If Supplier has fifty (50) or more employees and the Agreement involves $150,000 or more in federal funds, then the Supplier shall develop or maintain an affirmative action program as described in 41 CFR 60‐300, subpart C.

11. Nondiscrimination. Supplier agrees that neither it nor any of its subcontractors shall discriminate against any employee, or applicant for employment to be employed in the performance of the Agreement, https://statecontracts.nebraska.gov/

{00052178.DOCX; 10} Page 3 of 6 with respect to hire, tenure, terms, conditions, or privilege of employment because of the race, color, religion, sex, disability, or national origin of the employee or applicant in accordance with the Nebraska Fair

Employment Practice Act (Neb. Rev. Stat. §§ 48-1101 to 48-1125).

12. Logos or University Marks. Supplier shall not use or display any University campus name, logo, trademark, service mark (individually a “Mark” and collectively the “Marks”) and/or other indicia designated by University as a source identifier, unless expressly authorized in writing by University. Any unauthorized use of University Marks is expressly prohibited. Supplier agrees it will not use University’s name in any manner that acts as an endorsement or is an appearance of any endorsement in any promotion, advertisement, solicitation, or other communication, especially as it relates to Supplier’s business.

13. Right to Audit Privilege. University reserves the right to audit or inspect work performed by

Supplier under the Agreement. University may participate directly or through an appointed representative in order to verify that the services related to the Agreement have been performed in accordance with the procedures indicated.

14. Purchase Order Requirement. A purchase order shall be issued by University to Supplier for payment in accordance with the terms of the Agreement. All invoice(s) submitted by Supplier shall make reference to the appropriate purchase order number to be eligible for payment.

15. Conflict of Interest. Supplier certifies, to the best of its knowledge and belief, that there are no potential organizational conflicts of interest related to the Agreement. If Supplier cannot so certify, it shall provide to University a disclosure statement that describes all relevant information concerning any potential conflict of interest under the Agreement. In the event the potential conflict of interest cannot be resolved, University may declare the Agreement void and of no further force or effect and University shall have no further obligations under the Agreement.

16. Compliance. Supplier and its employees and agents will comply with all laws, ordinances, codes, rules, regulations, and licensing requirements that are applicable to the conduct of its business, including those of federal, state, and local agencies having jurisdiction and/or authority, as well as applicable

University policies.

17. Insurance. Supplier shall at its own expense obtain and maintain throughout the term of the

Agreement general commercial liability insurance against claims for bodily injury, death, and property damage with limits of not less than one million dollars ($1,000,000) per occurrence, and three million dollars

($3,000,000) general aggregate to cover such liability caused by, or arising out of, activities of Supplier and its agents and/or employees while engaged in or preparing for the provision of the goods or services provided under the Agreement. If the goods or services include providing technology services, software, or support, Supplier shall obtain and maintain cyber liability insurance coverage of not less than ten million dollars ($10,000,000) per occurrence and in the aggregate to cover such liability resulting or arising from acts, errors, or omissions in rendering such technology services, software, or support. Upon request by

University, Supplier shall furnish to University certificates of insurance evidencing such insurance is effective prior to commencement of work under the Agreement. By requiring such minimum insurance, University shall not be deemed or construed to have assessed the risk or limited the liability that may be applicable to Supplier under the Agreement. Supplier shall assess its own risks and, if it deems appropriate, maintain higher limits or broader coverages. Supplier further agrees, upon request, to include University as an additional insured on its general liability insurance policy on a primary and non-contributory basis.

Supplier is not relieved of any liability or other obligations assumed or pursuant to the Agreement by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types.

18. Notice. Any notice required or permitted to be given under the Agreement shall be in writing, sent via certified mail or hand delivery, effective when received, and delivered to the addresses provided on the signature page of the Agreement.

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19. Unavailability of Funding. Due to possible future reductions in State and/or Federal funds, University cannot guarantee the continued availability of funding of the Agreement notwithstanding the consideration contained within the Agreement. In the event funds to finance the Agreement become unavailable, either in full or in part, due to such reductions, University may terminate the Agreement or reduce the consideration upon notice in writing to Supplier. Said notice shall be delivered by certified mail

(return receipt requested) or in person (with proof of delivery). University shall be the final authority as to the availability of funds. The effective date of such termination or reduction in consideration shall be the actual effective date of the elimination or reduction of funding. In the event of a reduction in consideration, Supplier may cancel the Agreement as of the effective date of the proposed reduction upon the provision of advance written notice to University. Supplier shall be entitled to receive just and equitable compensation for any satisfactory work performed up to the date of the notice of termination. In the event of unavailability of funding, University shall not be liable for any penalty, expense, or liability, or for general, special, incidental, consequential, or other damages resulting therefrom.

20. Unenforceability of Certain Terms. Notwithstanding any provision of the Agreement to the contrary, any of the following terms within the Agreement shall have no effect and shall not be enforceable:

a. Any term automatically continuing the Agreement period from term to term;

b. Any term requiring or stating that the terms of the Agreement shall prevail over the terms of this

Addendum in the event of conflict;

c. Any term requiring University (or any University employee acting in the course and scope of employment) to indemnify or to hold harmless Supplier or any third party for any act or omission;

d. Any term requiring University to add Supplier or any third party as an additional insured;

e. Any term imposing interest charges contrary to those allowed by Neb. Rev. St. § 81-2404;

f. Any term requiring the application of the law of any state other than the State of Nebraska in interpreting or enforcing the Agreement or requiring or permitting that any dispute under the Agreement be resolved in the courts of any state other than the State of Nebraska;

g. Any term limiting or adding to the time period within which claims can be made or actions can be brought;

h. Any term waiving the sovereign immunity of the State of Nebraska;

i. Any term limiting Supplier’s or any third party’s liability for damages to University (or any University employee acting in the course and scope of employment) for any cause whatsoever related to: (i) intellectual property indemnity required by the Agreement; (ii) liquidated damages assessed under the

Agreement; (iii) claims for personal injury, including death; (iv) claims for damage to real property or tangible or intangible property arising from Supplier’s acts or omissions under the Agreement; (v) any loss or claim to the extent the loss or claim is covered by a policy of insurance maintained, or required by this Addendum or the Agreement to be maintained, by Supplier; (vi) damages arising from the gross negligence or willful misconduct of Supplier, its employees, its subcontractors, or its agents; and (vii) damages arising from

Supplier’s breach of data security or confidentiality obligations under the Agreement;

j. Any term permitting unilateral modification of the Agreement by Supplier or any third party;

k. Any term obligating University to pay attorneys’ fees;

l. Any term requiring the confidentiality of records in contravention of the Nebraska public records statutes, Neb. Rev. Stat. §§ 84-712 through 84-712.09;

{00052178.DOCX; 10} Page 5 of 6

m. Any term binding University (or any University employee acting in the course and scope of employment) to any method of resolution of disputes under the Agreement not instituted in accordance with the provisions of Neb. Rev. Stat. §§ 81-8,302 to 81-8,306;

n. Any term requiring any University employee acting in the course and scope of employment to guarantee performance or any obligation under the Agreement;

o. Any term requiring the University to endorse or perform any act that may be perceived as an endorsement of a commercial good or service, the Vendor, or any third party;

p. Any term requiring the University to waive its rights to a jury trial or to participate in a class action;

or

q. Any term granting Supplier or any third party a security interest in property of University.

[Signature page to follow]

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IN WITNESS WHEREOF, the parties have entered into this Addendum as of the date set forth below.

Board of Regents of the University of Nebraska

Signature:

Printed Name:

Date:

Title:

Supplier

Signature:

Printed Name:

Date:

Title:

Notices to the University shall be sent to:

Notices to Supplier shall be sent to:

With copy to:

Legal Notices C/O P2P Procurement Contracts 1700 Y Street, BSC 125 Lincoln, NE 68588-0645

With copy to (optional):

Akiko Minaga

11/05/24 | 16:55 PST

Vice President of Learning Experiences

11/05/24 | 19:40 CST

Vice Chancellor for Business and Finance

Michael J Zeleny

EXHIBITION RENTAL AGREEMENT

DATE: August 12, 2024

1.0 PARTIES

This Agreement is made and entered into by and between:

The Oregon Museum of Science and Industry (hereinafter “OMSI”) 1945 SE Water Avenue Portland, Oregon 97214 Contact: Catherine Diaz | Exhibits Business Development Manager

(503) 797-4628 | cdiaz@omsi.edu and

University of Nebraska State Museum (hereinafter “Participant”) 645 N. 14th Street Lincoln, Nebraska 68588-0338 Contact: Angie Fox | Head of Exhibits

(402) 472-7108| afox1@unl.edu

With respect to the exhibition: IN SEARCH OF EARTH’S SECRETS (hereinafter “Exhibition”). Whereby it is agreed between the parties to present and display the Exhibition under the following terms and conditions. This Agreement must be signed and the deposit received by OMSI within 30 days from date of issue, or the offer contained in this Agreement is subject to change or may be withdrawn at the sole discretion of OMSI.

2.0 BOOKINGS

2.1 WRITTEN AGREEMENT. OMSI makes all booking arrangements for the Exhibition; only these bookings are valid. The Participant has booked the Exhibition for the following period. This Agreement alone does not guarantee a booking. Only when the deposit is received by OMSI, and the Agreement has been signed by both parties, will the booking period be considered confirmed.

2.2 BOOKING PERIOD.

Delivery Date: Tuesday, May 26, 2026

Opening Date: Saturday, June 6, 2026

Closing Date: Wednesday, September 2, 2026

Pick-up Date: Monday, September 14, 2026

2.3 DELIVERY AND PICK-UP DATES. The delivery and pick-up dates are approximate. OMSI will notify the Participant of the exact dates closer to the scheduled venue season.

3.0 FEES AND PAYMENT DATES

3.1 PAYMENT TERMS. The Participant agrees to pay the participation fee of $20,000 for the Exhibition.

A nonrefundable deposit of $5,000 is required to confirm the booking and must be returned with the signed Agreement. The Participant's payment schedule is as follows. Payments must be received by the due dates or an additional charge of 1.5% per month may be applied to past due balances. OMSI reserves the right to refuse to deliver the Exhibition or to have the Exhibition picked up early if all payments are not received by the due dates.

mailto:cdiaz@omsi.edu mailto:afox1@unl.edu

In Search of Earth’s Secrets Exhibition Rental Agreement 2

Oregon Museum of Science and Industry | 1945 SE Water Ave. Portland, Oregon | (503) 797-4628 | www.omsi.edu

3.2 PARTICIPATION FEE DUE DATES.

$ 5,000 Deposit Due: With signed Agreement 5,000 Due: January 1, 2025 5,000 Due: July 1, 2025 5,000 Due: January 1, 2026 with Certificates(s) of Insurance (see Section 7.3) $20,000 Total Participation Fee

3.3 SHIPPING FEE & DUE DATE. Participant is responsible for the inbound shipping, and any special arrangements necessary for delivery (see Section 11.1). Shipping fee is due from Participant upon receipt of invoice from shipping agent.

4.0 PURPOSE

4.1 EDUCATIONAL, NON-COMMERCIAL PURPOSES. The Traveling Exhibits Program of OMSI is a direct extension of the museum's objective to provide to the public educational enrichment in the areas of science and technology through informative exhibits. Therefore, the Exhibition may be used for educational purposes only. No commercial use may be made of the Exhibition unless the Participant receives approval from OMSI in writing.

4.2 ADMISSION FEES. No fees, other than general admission fees, may be charged for entrance to the Exhibition without prior written approval from OMSI.

4.3 PUBLIC ACCESS. Public access to the Exhibition will not be denied to anyone on the basis of race, color, creed, national origin, disability, sex, or age. OMSI encourages the Participant to put forth special effort to make the Exhibition accessible to underserved audiences.

4.4 USE OF NAMES. The name of the Exhibition and OMSI shall not be used in conjunction or connection with any general museum fund-raising or political event or for another purpose not specified in this Agreement without prior written approval from OMSI.

4.5 LOCATION. The Exhibition must be presented at the location indicated in this Agreement. Prior written approval from OMSI must be secured by the Participant if the Exhibition is to be shown at an alternate location or at more than one location during the booking period indicated in this Agreement.

4.6 COMPLETENESS / DUPLICATION. The Exhibition must be presented separately from other exhibits and in its entirety. No component or portion of the Exhibition may be omitted from the Exhibition or displayed separately without prior written permission from OMSI. No duplication of the Exhibition or any portion or component thereof is permitted.

4.7 ADDITION / REMOVAL OF CONTENTS. OMSI will determine the contents of the Exhibition. Such contents shall substantially conform to the definition of the Exhibition. No supplemental material may be added to nor components removed from the Exhibition without prior written approval from OMSI. The Participant will be notified should OMSI determine that it is necessary to remove a certain object(s) from the Exhibition. The Participant shall, upon receipt of such notification, remove the object(s) identified in such notice. If appropriate, OMSI shall make all possible attempts to find a suitable replacement for the removed object(s). The appropriateness and identity of said replacement shall be determined by OMSI.

5.0 OWNERSHIP AND COPYRIGHT

5.1 OWNERSHIP. The Exhibition is owned by OMSI and OMSI is permitting its use by the Participant subject to the terms of this Agreement. The Participant may not change the title or the logo of the Exhibition without the written permission of OMSI.

5.2 COPYRIGHT. OMSI owns all copyrights to the Exhibition and all its text and design. The Participant agrees that it has no ownership or copyright rights to the Exhibition or Exhibition related materials.

The Participant agrees to observe the copyright restrictions on all Exhibition materials.

http://www.omsi.edu/

In Search of Earth’s Secrets Exhibition Rental Agreement 3

Oregon Museum of Science and Industry | 1945 SE Water Ave. Portland, Oregon | (503) 797-4628 | www.omsi.edu

6.0 SPONSORSHIPS

6.1 NATIONAL SPONSORS. OMSI shall have the right to enter into an agreement with a national sponsor, giving this sponsor complete national and local sponsorship rights in connection with the Exhibition.

The Participant agrees to accept this national sponsor and grant to the sponsor rights that shall include (but are not limited to) inclusion in a pre-exhibit press conference; the right to hold an exhibit reception party at the sponsor’s expense; the national sponsor’s name on handbills, all on-site and off-site advertising as it relates to the Exhibition, and all materials created in connection with any such sponsorships, including, without limitation to, all advertising and marketing materials, and press releases. The national sponsor’s name shall be prominently displayed in the Exhibition. The establishment of a national sponsor for the Exhibition does not obviate the right of the Participant to pursue and secure local sponsorship.

6.2 LOCAL SPONSORS. All local sponsors of the Exhibition will be submitted to OMSI in writing for approval. Such approval shall not be unreasonably withheld. Participant will be notified within five (5) business days of request.

7.0 INSURANCE REQUIREMENTS

7.1 PROPERTY INSURANCE. The Exhibition is to be insured by the Participant under a special form property policy from the time the Exhibition arrives at the Participant site, while on display, and until the Exhibition is packed and loaded for departure from the Participant site (see Section 12.6). The Exhibition shall be insured under this policy on a replacement cost basis for the amount of One Million Dollars ($1,000,000) which shall include the cost to repair or replace and loss of OMSI’s rental income. Such insurance shall include flood and earthquake coverage. The Participant shall bear all risk of damage and/or loss to the Exhibition and any property constituting the same while in the possession of the Participant. In connection with the property insurance, OMSI shall be named as a loss payee and shall be entitled to the proceeds of such insurance, as their interest may appear.

7.2 LIABILITY INSURANCE. The Participant shall maintain and pay the cost of general liability insurance for all the time the Exhibition is at the Participant’s site to include coverage for premises operations, independent contractors, completed operations, personal injury, and contractual liability. In addition, all employees of the Participant will be covered by worker’s compensation and employer’s liability insurance. The amount of general liability insurance shall be combined single-limit coverage for Five Million Dollars ($5,000,000) or its equivalent. In connection with the general liability insurance, OMSI shall be named as an additional insured and shall be entitled to the proceeds of such insurance, as their interest may appear.

7.3 CERTIFICATE(S) OF INSURANCE. At least forty-five (45) days prior to the day the Exhibition is scheduled to open, the Participant shall furnish OMSI with Certificate(s) of Insurance, for both property and liability as detailed above, giving evidence that the insurance coverage is in full force and effect.

7.4 NOTICE OF INSURANCE COVERAGE CHANGES. The Participant agrees to provide OMSI with thirty

(30) days advance written notice of renewal, cancellation or change in insurance coverage. All such certificates and policies of insurance must provide the notice requirements set forth herein.

7.5 DAMAGE OR THEFT. The Participant agrees to notify OMSI immediately of any damage or theft that occurs while the Exhibition is in its possession and assumes responsibility for any OMSI liability which may arise because of the Participant’s failure to do so.

8.0 SECURITY REQUIREMENTS

8.1 GENERAL CONDITIONS. The Participant will provide security for the Exhibition during all phases of handling, installation, display, and until it is shipped from the Participant’s site. The Participant agrees to take all necessary measures to provide a safe and secure environment for the Exhibition and to provide all fire precautions as required by law or local ordinance.

In Search of Earth’s Secrets Exhibition Rental Agreement 4

Oregon Museum of Science and Industry | 1945 SE Water Ave. Portland, Oregon | (503) 797-4628 | www.omsi.edu

8.2 RECEPTIONS AND RENTALS. Smoking is prohibited in the Exhibition area and in the storage, receiving, and loading spaces at all times when the Exhibition is within those spaces. The Participant is responsible for any damage to the Exhibition due to eating or drinking in the gallery, or due to misuse of the Exhibition components.

8.3 STAFFING. Staffing of the Exhibition is the responsibility of the Participant. OMSI recommends the Participant provide a minimum of one (1) guide during hours the Exhibition is open to the public. This guide should be trained personnel (such as Floor Educators, Docents, or Volunteers), whose sole duty is the supervision and interpretation of the Exhibition. The guide should provide continuous surveillance of the Exhibition and crowd control during hours when the Exhibition is open for viewing.

During peak hours, additional guides are recommended. All guides should be familiar with the contents of the Exhibition.

8.4 PROTECTION. The Exhibition area must be locked and secure during closed hours. Alarm and/or guard surveillance during closed hours is required.

9.0 SITE REQUIREMENTS

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 without written approval from OMSI. The Participant takes full responsibility for ensuring that their site parameters meet those specified in the Agreement. The Exhibition will require:

• Minimum square footage of 1,200 square feet

• Minimum ceiling height of 9’

• Minimum doorway/hallway/elevator dimensions of 4’W x 9’L x 8’H for carted exhibit

• Loading dock with dock plates or 4,000 lb. capacity forklift or 6’-4,000 lb. capacity lift-gate for unloading and loading exhibit components

• Two (2) 8’ ladders and pallet jack set-up and tear-down of Exhibition

• 110 VAC 15 amp power

• Delivery and pick-up in one (1) 53-ft. trailer (See Section 11.2)

• Storage for carts of 150 - 350 square feet

10.0 CANCELLATIONS

10.1 CANCELLATIONS BY PARTICIPANT. Cancellations by the Participant will be submitted to OMSI in writing. In the event of such a cancellation, the Participant will be required to pay the applicable cancellation fee (inclusive of any deposits/payments previously received) and any shipping, storage, and other expenses resulting from or related to the cancellation. Such fee shall be deemed by the parties to be liquidated damages and not a penalty.

365 or more Days before scheduled exhibit opening date $15,000 Less than 365 Days before scheduled exhibit opening date $20,000

10.2 CANCELLATIONS BY OMSI. In the event that it is determined that it is no longer safe or feasible to travel the Exhibition, OMSI reserves the right to cancel the tour. OMSI shall not be held responsible for any costs incurred by the Participant in preparation for the Exhibition in the event the tour must be canceled. If OMSI must cancel the tour, as much advanced notice as possible will be given, and any deposits/payments received will be returned to the Participant. No interest will be paid by OMSI on refunded deposits/payments.

11.0 SHIPPING FEE, ARRANGEMENTS AND DELIVERY

11.1 SHIPPING FEE. The shipping fee for the Exhibition is the responsibility of the Participant. Additional fees resulting from the Participant being outside of the continental United States will be the responsibility of the Participant. The inbound Shipping Fee is due to shipping provider upon Participant’s receipt of invoice from shipping provider (see Section 3.3).

11.2 SHIPPING ARRANGEMENTS. All arrangements for transporting the Exhibition to and from the Participant will be made by OMSI. OMSI will work in cooperation with all participants on the tour to

In Search of Earth’s Secrets Exhibition Rental Agreement 5

Oregon Museum of Science and Industry | 1945 SE Water Ave. Portland, Oregon | (503) 797-4628 | www.omsi.edu determine a shipping schedule that provides adequate time for unpacking, installation, de-installation, and packing of the Exhibition. The Participant agrees to receive the Exhibition when delivered and to have it repacked and ready to ship by the date specified by OMSI. The Exhibition will be delivered in one (1) 53 ft. trailer.

11.3 HOLDING OR STORAGE FEES. If the Participant cannot accept the Exhibition on the date(s) determined by OMSI, any resulting holding or storage fees will be the responsibility of the Participant.

11.4 ADDITIONAL SHIPPING FEES. Any fees resulting from special handling needs, such as downsizing the load into smaller trucks, having to use lift-gated trucks, or other special requests, will be the responsibility of the Participant. Any fees resulting from the Participant not being able to accept, unload, or load the exhibit on the agreed upon time and date will be the responsibility of the Participant. The Participant is responsible for unloading and loading the trailers and for providing adequate labor and equipment to accomplish this task in a timely manner. The driver(s) of the truck(s) will provide supervisory assistance only.

11.5 DELAYS IN SHIPPING. Every effort is made to deliver the Exhibition on the specified date. OMSI shall not, however, be responsible for any damages or liability the Participant may incur or suffer as a result of any delay in delivery or failure to deliver the Exhibition due to circumstances beyond OMSI's control.

11.6 NOTIFICATION OF DAMAGE. Upon delivery of the Exhibition, the Participant will contact OMSI 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 OMSI.

12.0 SET-UP AND TAKE-DOWN

12.1 EXHIBITION CREW. A minimum of four (4) qualified set-up and take-down staff shall be provided by the Participant. OMSI reserves the right to hire local temporary workers at the Participant’s expense if sufficient staff are not provided by the Participant. Only staff knowledgeable in the handling of exhibitions should be used in the set-up and take-down of the Exhibition. The Participant shall be responsible for following all instructions for set-up and take-down of the Exhibition as described in the Exhibition’s Instruction Manual, unless otherwise instructed by OMSI.

12.2 EXHIBITION EQUIPMENT. A forklift, pallet jack, dock plates, and dollies may be required to load and unload the Exhibition carts/crates. A scissors lift or Genie lift may be required for installation and take-down of the Exhibition. The Participant will be notified well in advance of receipt of the Exhibition should any additional special equipment be required for the safe unloading and/or installation of the Exhibition. If sufficient equipment is not provided, OMSI reserves the right to procure the equipment from local sources at the Participant’s expense.

12.3 EARLY OPENING DATE. If installation of the Exhibition is completed prior to the scheduled opening date, OMSI may authorize the Participant to open the Exhibition at that time.

12.4 REMOVAL / ALTERATION OF EXHIBITION. Once installed, neither the Exhibition nor any of its components can be moved, altered or removed without written permission from OMSI.

12.5 STORAGE AND PROTECTION OF CARTS / CRATES. Upon receipt of the Exhibition, the Participant agrees to store the carts/crates in a safe and secure environment, protected from exposure to the weather or other circumstances that could result in damage to the crates and/or packing materials.

The Participant will be held responsible and accountable for any damage to and/or loss of the Exhibition carts/crates. If damage does occur, the Participant will notify OMSI immediately.

12.6 PROPER PACKING. The Participant is responsible for packing the Exhibition correctly, per the instructions in the Exhibition’s Instruction Manual. If, due to improper packing by the Participant, any part of the Exhibition is damaged while in transit to the next host site, the Participant is responsible for any resulting repair costs, not to exceed full replacement value of the Exhibition.

In Search of Earth’s Secrets Exhibition Rental Agreement 6

Oregon Museum of Science and Industry | 1945 SE Water Ave. Portland, Oregon | (503) 797-4628 | www.omsi.edu

13.0 PREVIEW EVENTS

Press and VIP events will occur only after the Exhibition set-up is completed. OMSI is not responsible for functionality and presentation of the completed Exhibition until the opening date stated on the first page of this Agreement.

14.0 MAINTENANCE

14.1 DAILY MAINTENANCE REQUIREMENTS. Due to the interactive nature of the Exhibition, daily maintenance and care will be provided by the Participant. Some components may require daily start-up and shut-down procedures and daily cleaning and/or adjusting to remain in proper working order.

14.2 DAILY INSPECTIONS. The Participant shall each day inspect the Exhibition while it is on display and report any concerns and malfunctions to OMSI. If a change in the condition of any object occurs while in the possession of the Participant, OMSI will be notified immediately. Damaged items may be removed from the display; however, they must be kept in a safe and secure place pending instructions from OMSI.

14.3 TECHNICIAN REQUIREMENTS. The Participant agrees to make available at least one (1) staff person with expertise in maintaining exhibits and electronic equipment of the type included in the Exhibition. This staff person(s) should be familiar with the contents of the Exhibition Instruction Manual provided by OMSI. In the event that the Participant’s technician is not present or knowledgeable in making repairs, thereby requiring OMSI to hire outside contractors for said repairs or make the repairs itself, OMSI may bill the Participant for those repairs, including shipping costs.

14.4 MAINTENANCE, SERVICE, AND REPAIRS. OMSI will provide service and maintenance for major breakdowns, defined as an Exhibition malfunction that requires OMSI technical staff skillset onsite.

Such maintenance agreement assumes normal, reasonable operation and care by the Participant's staff and visitors. The Participant will maintain the Exhibition at its own expense, including, but not limited to, the replacement of lights, janitorial services and minor repairs as necessary to maintain the Exhibition in good working order. Any maintenance or repair caused by other than normal operation, or due to the Participant’s negligence, will be the responsibility of the Participant. All repairs and replacements will be done in coordination with OMSI and repaired or replaced to their original state and value. All repairs must be preauthorized by OMSI. Unauthorized repairs or modifications are not permitted.

14.5 CLEANLINESS AND GOOD APPEARANCE. The Participant shall maintain the cleanliness and good appearance of the Exhibition at all times. The Participant is responsible for thoroughly cleaning the Exhibition, according to instructions given in the Exhibition’s Instruction Manual, prior to opening to the public and at the close of the booking prior to packing.

15.0 CONDITION REPORT

The Exhibition will be examined by the Participant during the set-up and take-down period and a Condition Report will be completed and sent to OMSI within forty-eight (48) hours after completion of set-up and take-down.

16.0 EXHIBITION MATERIALS

OMSI will provide the Participant with one (1) set of appropriate materials, such as Instruction Manual, Marketing Kit, and Educational Materials, well in advance of the Exhibition opening date.

These materials will be provided in an electronic format only. If additional materials are required, the Participant may purchase them from OMSI.

In Search of Earth’s Secrets Exhibition Rental Agreement 7

Oregon Museum of Science and Industry | 1945 SE Water Ave. Portland, Oregon | (503) 797-4628 | www.omsi.edu

17.0 ADVERTISING / PUBLICITY

17.1 ADVERTISING / PUBLICITY PACKET. OMSI will provide the Participant with advertising and press materials. These materials will be provided in an electronic format only. The Participant may use any of these materials without prior approval from OMSI. Advertising will be the responsibility of the participant.

17.2 COPIES OF ADVERTISING / PRESS MATERIALS. The Participant will provide OMSI with copies of all press releases, all available press clippings and sample advertising materials no later than thirty (30) days after the close of the Exhibition.

18.0 CREDITS

18.1 PUBLICITY CREDIT. The Participant agrees to ensure that OMSI is properly credited in all publicity and communications relating to the Exhibition with the following credit line:

In Search of Earth’s Secrets is toured by the Oregon Museum of Science and Industry in Portland, Oregon and was produced with support from the National Science Foundation.

18.2 ADVERTISING CREDIT. All advertising must include the OMSI logo. Participant may not create a new Exhibition logo or title, nor alter the Exhibition title or logo in any way except overall size. The full exhibition title, any organizing and national sponsor credit lines, and any sponsor logos must be prominently displayed on the entry wall of the Exhibition and on all promotional and educational materials, advertising, signage, and Web sites, as well as any other Exhibition-related print and electronic collateral materials not specifically mentioned herein. The full Exhibition title and organizing and national sponsor credit lines will always precede and be the same in size or larger than any local sponsor credit line and/or logo. Any questions regarding credit lines will be resolved by OMSI.

19.0 EVALUATION AND ATTENDANCE

An evaluation form, to be provided by OMSI, will be completed by the Participant (including attendance figures) and returned to OMSI no later than thirty (30) days after the closing of the Exhibition.

20.0 CROSS-INDEMNITY

OMSI agrees to indemnify and to hold harmless the Participant from and against all damages, claims, suits, or other legal proceedings arising from or attributed to negligent or otherwise improper design or construction by OMSI. The Participant agrees to indemnify and to hold harmless OMSI from and against all damages, claims, suits or other legal proceedings arising from or attributed to negligent or improper operations or display by the Participant.

21.0 SEVERABILITY

If any provision of this Agreement, or portion thereof, or the application thereof to any circumstance shall be held to be invalid or unenforceable, the remainder of this Agreement and the application thereof to other circumstances shall nevertheless be valid. In lieu of such invalid or unenforceable provision, there shall be added automatically a provision as similar in terms to such invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

22.0 REMEDIES

Unless otherwise specified herein, all rights and remedies of the parties under this Agreement are cumulative of each other and of every other right or remedy which the parties may otherwise have at law or in equity, and the exercise by a party of any one or more rights or remedies shall not prejudice or impair the concurrent or subsequent exercise of any other rights or remedies. If any action is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to other relief to which he may be entitled.

In Search of Earth’s Secrets Exhibition Rental Agreement 8

Oregon Museum of Science and Industry | 1945 SE Water Ave. Portland, Oregon | (503) 797-4628 | www.omsi.edu

23.0 AUTHORITY

OMSI and the Participant each acknowledge that the officer executing this Agreement on its behalf has authority to enter into this Agreement on its behalf having full knowledge of this Agreement and its terms.

24.0 NOTICE

Any notice, demand, request, response, or other communication contemplated herein or required or permitted to be given hereunder shall be in writing and (i) if by air courier (e.g., Federal Express), shall be deemed to have been given one (1) day after deposit with a recognized carrier of overnight parcels, with all charges prepaid; (ii) if by telecopy (facsimile), shall be deemed to have been given on the day of receipt; and (iii) if mailed, shall be deemed to be given five (5) days after the date when deposited in the United States Mail, certified mail, postage prepaid, to the address of the party to receive such notice, at such party’s address as set forth below:

If to OMSI to: Oregon Museum of Science and Industry (OMSI) 1945 SE Water Avenue Portland, Oregon 97214 Attention: Catherine Diaz | Exhibits Business Development Manager

If to Participant to: University of Nebraska State Museum 645 N. 14th Street

Lincoln, Nebraska 68588-0338 Contact: Angie Fox | Head of Exhibits

Or such other address as the party to receive such communication may have designated in writing delivered to the other party in accordance with the foregoing provisions. All notices given other than as specified above shall be deemed effective upon receipt.

25.0 WAIVER

No delay on the part of either party in exercising any power or right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any power or right preclude any other or further exercise thereof or the exercise of any other power or right. No waiver by either party of any right hereunder or of any default shall be binding upon such party unless such waiver is in writing and signed by a duly authorized officer of such party, and no waiver of any default or failure by such party to exercise any right hereunder shall operate as a waiver of any other or further exercise of such right or of any further default.

26.0 ENTIRE AGREEMENT

This Agreement, together with all exhibits and schedules attached hereto, and documents specifically referred to herein, contains the entire understanding between the parties hereto concerning the specific subject matter herein contained. There are no representations, agreements, arrangements or understandings, oral or written, between or among the parties hereto relating to the subject matter of this Agreement which are not fully expressed herein or in the exhibits and schedules attached hereto or documents referred to herein.

27.0 AMENDMENT

This Agreement may not be modified or amended except by written agreement executed by all of the parties to this Agreement at the time of such amendment.

28.0 ARBITRATION

This Agreement shall be governed by and construed in accordance with the laws of the state of Oregon. All claims, disputes, and other matters in question between OMSI and the Participant arising out of or relating to this Agreement shall be submitted to arbitration in accordance with the arbitration rules of the American Arbitration Association unless the parties mutually agree otherwise.

In Search of Earth’s Secrets Exhibition Rental Agreement 9

Oregon Museum of Science and Industry | 1945 SE Water Ave. Portland, Oregon | (503) 797-4628 | www.omsi.edu

29.0 BINDING EFFECT

This Agreement may not be assigned by either OMSI or the Participant without the express written approval of the other party, which approval may be withheld at such party’s sole discretion. Subject to this prohibition against assignment, this Agreement and the terms and conditions hereof shall be binding upon and inure to the benefit of the parties hereto, their respective legal representatives, successors and assigns.

30.0 CAPTIONS AND SECTION HEADINGS

Captions and section headings used herein are for convenience only and shall not be used in construing this Agreement.

31.0 LANGUAGE

The language used in this Agreement, English, shall be deemed to be the language chosen by both parties hereto to express their mutual intent, and no rule of strict construction against either party shall apply to any term or condition of this Agreement.

32.0 FURTHER ASSURANCES

Each of the parties hereto agrees to perform any further acts and to execute and deliver any further documents that may be reasonably necessary to carry out the purpose or intent of the provisions of this Agreement.

33.0 INDEPENDENT CONTRACTOR

The parties hereto, for the purposes of this Agreement and the work performed hereunder, are acting as independent contractors and shall have no right, power or authority whatsoever to create any obligation, express or implied, on behalf of the other party and shall have no authority to represent the other party as an agent except as is specifically agreed herein.

34.0 APPROVALS AND SIMILAR ACTIONS

Except as otherwise specifically provided herein, where agreement, approval, acceptance consent or similar…