HomeMy WebLinkAbout20212720.tiffRESOLUTION
RE: APPROVE AGREEMENT FOR CURATION OF STATE-OWNED PALEONTOLOGICAL
COLLECTION, AND CASTING AGREEMENT, AND AUTHORIZE CHAIR TO SIGN -
VARIOUS ENTITIES
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with an Agreement for the Curation of a
State -Owned Paleontological Collection among the County of Weld, State of Colorado, by and
through the Board of County Commissioners of Weld County, History Colorado, and the Denver
Museum of Nature and Science, commencing upon full execution of signatures, with further terms
and conditions being as stated in said agreement, and
WHEREAS, the Board has been presented with a Casting Agreement among the County
of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County,
the Denver Museum of Nature and Science, and Gaston Design, Inc., commencing
September 20, 2021, and ending September 20, 2031, with further terms and conditions being as
stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreements,
copies of which are attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Agreement for the Curation of a State -Owned Paleontological
Collection among the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, History Colorado, and the Denver Museum of Nature and
Science, be, and hereby is, approved, and
BE IT FURTHER RESOLVED by the Board that the Casting Agreement among the
County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld
County, the Denver Museum of Nature and Science, and Gaston Design, Inc., be, and hereby is,
approved, and
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreements.
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2021-2720
BC0055
AGREEMENT FOR CURATION OF STATE-OWNED PALEONTOLOGICAL COLLECTION,
AND CASTING AGREEMENT - VARIOUS ENTITIES
PAGE 2
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 20th day of September, A.D., 2021.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: dia./O w 4�;„k
Weld County Clerk to the Board
ike Freeman
Lori Saine
Date of signature: lO/'4/2.I
2021-2720
BC0055
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STATE OF COLORADO
HISTORY COLORADO
AGREEMENT
with
THE DENVER MUSEUM OF NATURE AND SCIENCE AS WELL AS THE BOARD OF
COUNTY COMMISSIONERS OF WELD COUNTY
This Agreement is entered into by and between History Colorado, (hereinafter "HC"), the Denver
Museum of Nature and Science (hereinafter "DMNS") as well as the Board of County
Commissioners of Weld County (hereinafter "Weld County").
EFFECTIVE DATE
This Agreement shall not be effective or enforceable until it is approved and signed by the
official designee for History Colorado and the last date of the signing of the official for DMNS
as well as Weld County (hereinafter called the "Effective Date"). The Agreement shall then be
effective and enforceable thereafter in accordance with the provisions stated below.
ARTICLE I - BACKGROUND AND OBJECTIVES
The objective of this Agreement is to establish the standards, terms, and conditions under which
DMNS will curate a State-owned paleontological collection on the property of the Weld County
Administration Building, (1150 0 Street, Greeley, Colorado).
It is acknowledged that the State of Colorado claims Title under C.R.S. §24-80-401 to all
archaeological and paleontological Collections owned by the State or any of its political
subdivisions. It is also understood that the State Historical Society of Colorado (d.b.a. History
Colorado) and the Office of the State Archaeologist (HC) through C.R.S. §24-80-402 and 8 CCR
1504-7 has authority to administer provisions for the care and use of these Collections.
It is also acknowledged under C.R.S. §24-80-210, that the State Historical Society (d.b.a. History
Colorado) will ensure that collections of a scientific or historical nature shall be classed and
catalogued and shall at all reasonable hours be open for public inspection and examination under
such rules and regulations as prescribed or adopted by HC.
WHEREAS, in September, 1986, Weld County received ownership of a dinosaur fossil display
("the Display") through the generous donation of the Roland C. Mapelli Family, and
WHEREAS, the Display contains one dinosaur fossil of a homed skull considered to be that of a
Triceratops ("Specimen"), and
WHEREAS, the Display also contained a box of additional, associated fossil bones situated in the
drawer below the Display ("Additional Fossils"), and
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WHEREAS, the County irrevocably transferred to DMNS and DMNS took possession and care
responsibility for the Display, Specimen and Additional Fossils by agreement approved by Weld
County in December of 2019,
WHEREAS, DMNS cataloged and accessioned each piece of the Specimen and Additional Fossils
and performed expert conservation care and remounting/refurbishment of the Display, and
WHEREAS, Weld County and DMNS agreed to transport and loan to Weld County the Display,
Specimen and Additional Fossils for permanent showcasing at the Weld County Administration
Building, and
WHEREAS, DMNS agreed to provide continued curation and maintenance of the Specimen and
Additional Fossils while on loan to Weld County, and
WHEREAS, Weld County agrees to provide access to DMNS to the Display, Specimen and
Additional Fossils (hereinafter the "Collection") in perpetuity and
WHEREAS, this Agreement is intended to replace and supersede the December 2019 agreement
between DMNS and Weld County.
NOW THEREFORE, HC wishes for DMNS to provide long-term on site curatorial services for
the Collection, which are held as part of an express trust arrangement. DMNS and Weld County
wish for DMNS to care and maintain the Collection and recognize the benefits that will accrue to
it, to the public, and to scientific and historical interests.
ARTICLE II - AUTHORITY
The authority for this Agreement is C.R.S. §24-80-407 with respect to C.R.S. §24-80-210 and
C.R.S. §24-80-405(h) and reflected through the rules and procedures of 8CCR 1504-7 Sec. 9 C (4)
and Sec 9 I (10).
ARTICLE III — STATEMENT OF WORK
A. General Terms and Conditions:
1. DMNS agrees to curate the Collection and coordinate with Weld County to make
available to qualified students and researchers all Collections housed on -site at the Weld County
Administrative Building.
2. DMNS will provide best practice curatorial services for the Collection to the greatest
extent feasible.
3. DMNS as the Repository in control of the Collection will continue to maintain State -
Approved Museum status through the procedure outlined in 8CCR 1504-7 Sec 9 I and approved
by the Office of the State Archaeologist.
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4. All cataloged or accessioned specimen will be returned to the Denver Museum of Nature
and Science upon any removal (for temporary conservation work) from the premises of the Weld
County Administrative Building where these Collections are to be stored.
5. Proposed analysis of the Collections which would cause their destruction or damage,
such as trace -element analysis of materials, may be performed only with the written consent of
HC through the State Archaeologist, who shall consider whether such Collections are unique or
duplicated in other State-owned Collections. HC will supply notification of consent or denial to
the affected museum within thirty days.
6. The Repository will maintain curation of the Collection in a systematic and accessible
manner that is free and open to the public and coordinate with Weld County so that DMNS may
make the Collection available to qualified students and researchers.
7. DMNS will provide proof to the State Archaeologist of a fine art or other appropriate
umbrella insurance policy that will adequately cover the care for the State Collection from any
one claim or aggregate claim arising from damage or a loss incident. For any insurance policy,
HC, Weld County and the Repository should be shown as additional named insureds.
a. If the Repository's Collections are primarily owned by a Colorado governmental
entity (considered a "public entity" within the meaning of the Colorado
Governmental Immunity Act, CRS 24-10-101, et seq.), and self -insured, it is
understood that the public entity of the Repository will ensure liability to the state
Collection under its care arising from damage or a loss incident.
b. In the event of a loss incident, a liability assessment of the value of the Collection
shall be determined by mutual agreement with HC as the sum of the estimated
current fair market value and the estimated costs of replacing the scientific and
educational information from the lost artifacts or specimen. A determination of
these replacement costs may include, but are not limited to: (a) research design
development; (b) fieldwork; (c) laboratory analysis; (d) curation; (e) reports or
educational materials; and (f) lost visitor services or experience. In some cases, it
may be appropriate for the estimated cost of replacement value to be peer
reviewed by archaeologists or paleontologists with appropriate expertise and with
no conflicts of interest.
8. Within five working days, refer to the State Archaeologist of Colorado all requests
(written and oral) for transfer or repatriation of the State Collection (or any part thereof).
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9. Maintain separately all descriptive information from the curated State Collection,
including field notes, site forms and reports in a safe and secure manner.
10. Not release to any third -party any precise information relating to the exact physical
location of a prehistoric site (locale) from which the State Collection (or any part thereof) derives
except to qualified researchers or obtaining from the State Archaeologist of Colorado prior
written permission. If there are questions as to releasing this information, DMNS will consult
with the State Archaeologist of Colorado.
11. In accordance with State regulations, be open and subject to inspection by the State
Archaeologist or his/her designee at least once every three years.
12. Annually report back to the State Archaeologist or his/her designee any changes to the
State's Collection condition or insurance policy changes, loan agreement status and any other
tracking requirement methods adopted by HC and the Office of the State Archaeologist.
13. DMNS will maintain any Additional Fossils from the Collection within inert and acid -
free storage or packaging.
14. With the exception of approved repatriation, not sell, transfer, assign, pledge, encumber,
discard, or otherwise dispose of the State Collection (or any part thereof) or any associated State
of Colorado personal property in its possession without written and signed permission from the
State Archaeologist.
15. DMNS must have an established collections management policy and specific on site
emergency management plan (in partnership with Weld County) to which this Collection will be
managed.
16. Within five calendar days of the discovery of any loss or theft of, deterioration or damage
to, or destruction of the State Collection (or any part thereof) or any State of Colorado items of
property used to support and care for a State Collection in the Repository's possession, the
Repository will provide to HC written notification of the circumstances surrounding the loss,
theft, deterioration, damage, or destruction, and will report to the State Archaeologist or his/her
designee those actions taken to stabilize the Collection and to correct any deficiencies in the
physical plant or operating procedures that may have contributed to the loss, theft, deterioration,
damage, or destruction.
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17. Other than small and simple paleontological specimen or artifact mending repairs, any
planned actions that involve major repair or restoration (involving more than 1/3 the mass of an
item) of the State Collection (or any part thereof) or any other State of Colorado property
associated with the State Collection must be approved of in advance after consultation with the
State Archaeologist.
18. HC (also in co-ordination with other reputable museums, nonprofit or governmental
educational institutions) reserves the right to take custody of State Collections in the care of the
recognized scientific or educational institution through a loan agreement for temporary exhibit
purposes.
B. Approved Uses:
1. DMNS may photograph and nondestructively study the State Collection (or any part
thereof) subject to DMNS's own management policies and in accordance with 8CCR 1504-7 Sec.
9. Physical reproduction of any State Collection item(s) must be approved of in advance by the
State Archaeologist.
2. A held -in -trust State Collection may be loaned out by DMNS to other institutions and
organizations including for temporary exhibition or study by HC, (typically for less than three (3)
consecutive years) by securing a loan agreement between the other facilities provided notice of the
arrangement is sent to the State Archaeologist for tracking purposes. The director of DMNS is
responsible for all loan transactions of State Collections and for ensuring that appropriate and
timely administration of the loan is conducted. Relocation inventories must be conducted and
included as part of the written loan agreement. The loan and transportation of the State Collection
must be ensured for liability purposes through securing a commercial fine arts or other insurance
policy or be adequately covered by governmental self-insurance to fulfill any damage or loss
incident. Collections that are not inventoried or cataloged shall not be loaned. Commercial use of
loaned Collections is prohibited without written consent from HC. Ancillary samples may be
transported and analyzed without a formal loan agreement; however, DMNS will provide to HC
two copies of any publications, reports, and other documents prepared by researchers studying
ancillary samples.
3. All exhibits, reproductions, and studies will credit the State Archaeologist of Colorado as
follows: "Courtesy of History Colorado, Office of the State Archaeologist." DMNS will provide
to HC two copies of any publications, reports, and other documents prepared by DMNS staff
studying or exhibiting the State Collection (or any part thereof).
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ARTICLE IV — TERM OF AGREEMENT
All terms to this Agreement shall remain in full force for a period of five years from the last date
of initial signature and shall be continued automatically and without further notice for a period of
five years, and thereafter for successive periods of ten years each without limitation unless any
party proposes modifications or termination at an earlier time pursuant to Article V that follows.
ARTICLE V - MODIFICATION AND TERMINATION
A. This Agreement may be modified only by a written instrument executed by the parties.
B. Either party may terminate this Agreement by providing the other party within one hundred
and eighty (180) days advance written notice. In the event that one party provides the other party
with notice of its intention to terminate, the parties will meet promptly to discuss the reasons for
the notice and to try to resolve their differences.
C. Upon termination of this Agreement DMNS or termination of the loan agreement to
Weld County, DMNS will return the Collection to the care of DMNS in consultation with HC.
Transportation to DMNS will be conducted in such a manner as to preclude breakage, loss,
deterioration, and contamination during handling, packaging, and shipping, and in accordance
with other conditions specified in writing by HC. If DMNS terminates, or HC finds that DMNS
has not meet its obligations under this Agreement, then DMNS will fund all the handling,
packaging, as well as any possible negotiated repository fees, and any shipping costs of the
Collection deposited to another approved museum or curatorial repository at the direction of
HC.
ARTICLE VI — STANDARD CLAUSES
A. Promotions
DMNS will not publicize or otherwise circulate promotional material (such as
advertisements, sales brochures, press releases, speeches, pictures, still and motion
pictures, articles, manuscripts or other publications) which states or implies the State of
Colorado or History Colorado or any employee of such endorses a product, service, or
position which the repository represents. No release of information relating to this
Agreement may state or imply that the State of Colorado or History Colorado approves of
the work product of DMNS or considers DMNS' work product to be superior to other
products or services.
B. Public Information Release
Public Information
DMNS will obtain prior HC approval from the marketing and public relations office for
any public information release that refers to History Colorado, the Office of the State
Archaeologist or employee thereof (by name or title), or to this Agreement.
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Publications of Results of Studies
No party will unilaterally publish a joint publication related to the Collection without
consulting the other party. This restriction does not apply to popular publications of
previously published technical matter. Publications pursuant to this Agreement may be
produced independently or in collaboration with others; however, in all cases proper credit
will be given to the efforts of those parties contributing to the publication. In the event no
agreement is reached concerning the manner of publication or interpretation of results,
either party may publish data after due notice and submission of the proposed manuscripts
to the other. In such instances, the party publishing the data will give due credit to the
cooperation but assume full responsibility for any statements on which there is a difference
of opinion.
C. Assignment
The rights and obligations of each Party hereunder are personal to such Parties and may
not be transferred, assigned or subcontracted without the prior, written consent of the other
Parties.
D. Third 'Party Beneficiaries -Negation
Enforcement of all rights and obligations hereunder are reserved solely to the Parties. Any
services or benefits which third parties receive as a result of this Agreement are incidental
and do not create any rights for such third parties.
E. Governmental Immunity
No term or condition of this Agreement shall be construed or interpreted as a waiver,
express or implied, of any of the immunities, rights, benefits, protections, or other
provisions, of the Colorado Governmental Immunity Act, CRS §24-10-101 et seq., or the
Federal Tort Claims Act, 28 U.S.C. §§1346(b) and 2671 et seq., as applicable now or
hereafter amended.
F. Choice of Law
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the
interpretation, execution, and enforcement of this Agreement. Any provision included or
incorporated herein by reference, which conflicts with said laws, rules, and regulations
shall be null and void. Any provision incorporated herein by reference which purports to
negate this or any other Special Provision in whole or in part shall not be valid or
enforceable or available in any action at law, whether by way of complaint, defense, or
otherwise. Any provision rendered null and void by the operation of this provision shall
not invalidate the remainder of this Agreement, to the extent capable of execution.
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G. Binding Arbitration Prohibited
The State of Colorado does not agree to binding arbitration by any extra judicial body or
person. Any provision to the contrary in this Agreement or incorporated herein by reference
shall be null and void.
ARTICLE VII — ATTACHMENTS
The following documents are attached to and made a part of this Agreement:
A copy of proof of insurance with regard to the Collection
A catalog inventory of the Collection
On site emergency plan with contact information on the care, maintenance and research access
procedures to the Collection.
ARTICLE VIII - SIGNATURES
THE PARTIES HERETO HAVE EXECUTED THIS INTERAGENCY AGREEMENT
* Persons signing for Parties hereby swear and affirm that they are authorized to act on behalf of their respective Party
and acknowledge that the other Party is relying on their representations to that effect.
STATE OF COLORADO
Jared S. Polis, Governor
HISTORY COLORADO, OFFICE OF THE STATE ARCHAEOLOGIST
Signature
By: Holly Kathryn Norton, Ph.D.
State Archaeologist, Deputy State Historic Preservation Officer —Archaeology
Sep 2,
Date:
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tioarotSc ,
Signature
By: INSERT -Name & Title of Person
Signing for DMNS
Edward scholz
CFO
Date: 13 September 2021
Signature
Steve Moreno, Chair
Board of Weld County Commissioners
Date:
SEP 2 0 2021
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CASTING AGREEMENT
This is a non-exclusive Casting Agreement ("Agreement"), effective as of Sep+ • Ono t R091.gria is
between County of Weld, State of Colorado by and through the Board of County Commissioners of Weld
County, hereinafter referred to as Weld County, the Denver Museum of Nature & Science, hereinafter
referred to as DMNS, and Gaston Design, Inc., hereinafter referred to as Gaston Design, for the molding
and casting of a partial horned dinosaur skull identified by DMNS inventory number DMNH EPV.138000
("Original Specimen").
WHEREAS, the Original Specimen was discovered on the Roland C. Mapelli Family's Seven -Cross Ranch
near Briggsdale, Weld County, Colorado, in 1982;
WHEREAS, in September, 1986, Weld County received ownership of the Original Specimen through the
generous donation of the Roland C. Mapelli Family to be viewed and enjoyed by the residents of Weld
County in perpetuity;
WHEREAS, since 2011 the Display has been showcased in the lobby of the Weld County Administration
Building, 1150 O Street, Greeley, Colorado;
WHEREAS, this Agreement is entered into pursuant to an Agreement executed by and between the Board
of County Commissioners, Weld County, Colorado, DMNS acting as Repository for the State of Colorado,
and the State of Colorado regarding the study, cleaning, casting, and redisplay of the Original Specimen;
WHEREAS, the parties now wish to engage Gaston Design, Inc. to perform professional restoration,
molding and casting of the Original Specimen as set forth herein;
WHEREAS, the State of Colorado as owner of the Original Specimen approves and acknowledges the
services performed herein;
NOW THEREFORE, Weld County, DMNS, and Gaston Design wish to enter into this Casting Agreement
under the following terms and conditions:
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A. Standard of Professional Services
1. The Original Specimen is an iconic piece of ancient history, unrivaled in the State of
Colorado for its completeness, integrity, and scientific value. The parties understand and accept that
treatment and handling of the Original Specimen must be undertaken with the utmost professional care and
diligence.
2. During the course of providing services, Gaston Design shall prepare and deliver to
DMNS progress reports and such other reports or writings as DMNS's Representative, Joe Sertich, may
request from time to time regarding the Original Specimen, molds, casts, cast sales and the like.
3. Approval of Gaston Design services and deliverables by DMNS' s Representative will be
based upon compliance with industry standards and with the scope of services described herein. DMNS's
Representative will notify Gaston Design in the event these standards are not met and shall set a deadline.
for Gaston Design's compliance. Gaston Design's failure to comply with these standards shall constitute
grounds for termination of the Agreement by DMNS.
4. Gaston Design warrants that its services will be in compliance with all federal, state, and
local laws and regulations and that services will be performed promptly, diligently and with the highest
professional care. Gaston Design warrants that it has the required expertise and sufficient personnel to
perform these expert services and that its personnel, including without limitation its subcontractors, are
adequately screened, trained, supervised, and licensed. Molds and casts provided under this Agreement will
be free from defects and fit for the purposes intended.
B. Mold Making and Casting
1. For good and valuable consideration, the receipt of which is hereby acknowledged, Gaston Design
agrees to perform the following services, and to provide and pay for the materials, labor, and all related
costs necessary to:
a. Reconstruct missing portions of the Original Specimen to create a final, complete and
permanent Original Specimen. The Original Specimen as reconstructed shall be delivered to
DMNS for final inspection and repairs. Thereafter, DMNS shall transport the Original
Specimen to Weld County for installation at the Weld County Administrative Offices. .The
Original Specimen will be owned by the State of Colorado and displayed at the Weld County
Administrative Offices under the curation and care of the Denver Museum of Nature &
Science, acting as repository for the State of Colorado;
b. Produce one Research and two Display Casts as set forth more fully below;
c. Create, market and sell Additional Casts as set forth below;
d. All casts produced by Gaston Design under this Agreement shall credit Weld County,
Colorado and the Denver Museum of Nature & Science.
2. In order to reduce the risk of loss or damage, DMNS will stabilize and house the Original
Specimen, currently at DMNS, and deliver it to Gaston Design.
3. Gaston Design shall exercise the utmost care in the transportation, reconstruction,
protection and preservation of the Original Specimen while in Gaston Design's custody, including without
limitation keeping the Original Specimen in secure storage. Gaston Design shall be responsible for any and
all loss to or damage of the Original Specimen while in its custody and control. Gaston Design will allow
access by appropriate Weld County personnel to observe and promote the work performed on the Original
Specimen.
4. Molds will be used by Gaston Design to create one Research and two Display Casts. The
parties agree that the Research Cast shall belong to DMNS, as will the molds used to create it. The
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Research Cast will be accessioned into DMNS' permanent collections and made available for scientific
research. DMNS shall exclusively own all intellectual property rights in the Research Cast. DMNS and
Weld County will each receive one Display Cast, suitable for public exhibition and education.
5. Molds used to create the Display Casts are owned by DMNS and will be left with Gaston
Design for use in creating Additional Casts until such time as this Agreement is terminated. DMNS shall
exclusively own all intellectual property rights in the Display Casts.
6. Gaston Design shall be responsible for costs associated with transportation of the
Original Specimen (and molds thereof) between Gaston Design facilities and DMNS. Gaston Design shall
also be responsible for costs associated with the transportation of the Research Cast from Gaston Design to
DMNS. The parties will coordinate on scheduling and carrier selection. DMNS may elect to transport
molds, casts or parts of the Original Specimen itself, in which case it will bear those expenses.
C. Additional Casts and Royalties
1. Weld County and DMNS grant Gaston Design a license to make Additional Casts from
the molds produced under this Agreement and sell such casts during the term of this Agreement at prices it
determines feasible.
2. Gaston may sell Additional Casts at a price determined in its sole but reasonable
discretion, provided that sales of Additional Casts to research, scientific or educational institutions shall be
at Gaston's customary discounted rates for such institutions.
3. DMNS, Weld County or the State of Colorado may purchase Additional Casts at the
discounted rates as well.
4. Gaston Design shall pay to Weld County as a royalty ten percent (10%) of the sales price
actually received for Additional Casts. Royalty payments are due within thirty (30) days of receipt of sales
price by Gaston. These funds will be used by Weld County for continued preservation of the Original
Specimen. Weld County may choose to waive its royalty for sales to research, scientific, or educational
institutions.
5. If Gaston Design has not sold a minimum of three (3) Additional Casts by the expiration
of this Agreement, Additional Casts will be made available for sale for an extended period as mutually
agreed by written amendment hereto.
D. Insurance
1. The Denver Museum of Nature & Science will provide insurance for the Original
Specimen as set forth in the attached certificate of insurance, which includes Weld County as an added
insured for loss or damage to the Original Specimen.
2. Gaston Design shall provide proof of workers compensation insurance as required under
Colorado law.
E. Marketing
1. It is understood that Gaston Design is responsible for the marketing and sale of
Additional Casts.
2. DMNS will provide marketing contact information to Gaston Design where it is deemed
appropriate by DMNS.
3. DMNS's Representative shall cooperate with Gaston Design to support its marketing
efforts and maximize the opportunity for sales of Additional Casts.
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4. Marketing materials in any media shall attribute the Additional Casts as derived from the
Original Specimen and with the cooperation of Weld County and the Denver Museum of Nature & Science.
F. Technical Support
It is understood that DMNS shall offer their expertise, technical advice, assistance and
documentation to help identify, characterize and reconstruct fossil specimens, identify and characterize the
locations where they were found and provide other pertinent data deemed appropriate by both parties.
G. Term and Termination
1. This Agreement expires ten years from the effective date above unless terminated as set
forth herein.
2. Weld County and DMNS have the right to terminate this Agreement if Gaston Design
becomes insolvent, fails to pay its debts or perform its obligations in the ordinary course of business as they
mature, or becomes the subject of any voluntary or involuntary proceeding in bankruptcy, liquidation,
dissolution, receivership, attachment, or composition for the benefit of creditors.
3. If any party to this Agreement believes another party has breached this Agreement, it
shall provide written notice of default to the other parties. A part;y receiving a notice of default shall have
30 calendar days from the date of the notice to cure its breach. If the party receiving notice does not cure,
the other parties may terminate this Agreement with immediate effect.
4. Upon termination by any party, all components of the Original Specimen and all molds,
will be returned to DMNS within 30 calendar days. DMNS will inspect and secure the Original Specimen
and transport or hold the Original Specimen as designated by Weld County, which shall at all times own
the Original Specimen.
H. Miscellaneous.
1. Modifications. No change in, addition to, or waiver of any of the provisions of this
Agreement shall be binding upon either party unless in writing signed by each party.
2. Notice. Any notice required or permitted under this Agreement shall be properly given
when delivered (i) in person to the appropriate party's Representative, (ii) by first class, registered, or
certified mail, postage or charges fully prepaid, addressed to the appropriate party's Representative; or (iii)
by a nationally recognized overnight courier service, postage and charges fully prepaid, addressed to the
appropriate party's physical address.
3. Jurisdiction. This Agreement and any claim, controversy or dispute arising under or
related to the Agreement, the relationship of the parties, and/or the interpretation and enforcement of the
rights and duties of the parties will be governed by and construed in accordance with the laws of the State
of Colorado without regard to any conflicts of law principles. The parties agree that any action concerning
this Agreement must be brought exclusively in a court of competent jurisdiction in the City and County of
Denver, Colorado and that Venue is proper only within the City and County of Denver. The prevailing
party in litigation shall be awarded reasonable attorneys' fees, expert witness fees and costs actually
incurred by if as determined by the judge and awarded in the judgment entered by the court.
4. Assignment. Gaston Design's rights and obligations under this Agreement are personal
and may not be transferred or assigned without prior written consent of DMNS and Weld County. Any
attempted assignment without this prior written consent shall be void and of no effect. Gaston Design shall
not subcontract for any part of the services to be performed requiring handling of the Original Specimen
without the prior written consent of DMNS and Weld County. Any attempted subcontract entered into
4 of 6
DocuSign Envelope ID: FD2D4239-5808-40E4-6865-4017F6B316FB
without this prior written consent shall be void and of no effect. All subcontractors or other third parties
properly hired by Gaston Design are the responsibility of Gaston Design. This Agreement shall be binding
upon and inure to the benefit of the successors and permitted assignees of the parties.
5. Waiver. No waiver by any party of any breach by the other party of any of the provisions
of this Agreement shall be construed as a waiver of any subsequent breach, whether of the same or of a
different provision in this Agreement.
6. Relationship of Parties. The parties are independent and this Agreement shall not be
construed to create any partnership, agency, joint venture, or other relationship.
7. Non -Discrimination. No part of this Agreement shall be performed in a manner that
discriminates against any person on the basis of race, age, color, sexual orientation, religion, marital status,
national origin, military status, gender, physical disability, or mental disability.
8. Force Majeure. A force majeure event is defined as wildfire, flood, earthquake, public
epidemic or pandemic, terrorist act, or any other event that beyond the control of a party, and without such
party's negligence or misconduct. The party experiencing a force majeure event must notify the other
parties immediately and take all efforts to mitigate damage or loss of the Original Specimen, molds, Casts
and Additional Casts. Upon remedy of the cause preventing performance this Agreement shall continue in
full force but the parties may agree to amend it to reflect any delays in the performance of services. If a
force majeure event extends for a period over 30 days consecutively or in the aggregate, any party may
terminate this Agreement upon written notice.
9. Confidentiality. During performance of the services, the parties may be exposed to, or
otherwise obtain, information regarding DMNS's plans, operations, properties, finances, practices, methods,
or personnel. This information is the confidential and proprietary property of DMNS and the same shall be
kept confidential and not disclosed to any third person directly or indirectly except upon the prior written
consent of DMNS. If such disclosure is or may be required by law, DMNS shall be notified in writing far
enough in advance to seek injunctive relief prior to any disclosure.
10. No Endorsement or Use of Name. The parties agree that DMNS' logos, trade names or
marks may not be used without the prior written permission of DMNS. Gaston Design shall not state or
imply that DMNS endorses any of Gaston Design's products or services, nor list DMNS as a client, without
prior written permission of DMNS.
11. Facsimile or Electronic Execution. This Agreement may be executed by any party by
delivery of an electronic signature upon email of the signed Agreement in portable document format (pdf),
or similar electronic image -based format and such electronic execution shall have the full force and effect
of an original signature.
Signatures:
Weld County
Weld County Board of Commissioners:
Steve Moreno, Chair
SEP 2 0 2021
DocuSign Envelope ID: FD2D4239-5808-40E4-B865-4017F6B316FB
Denver Museum of Nature & Science: Edward schol z Gaston Design: Robert Gaston
igarot Soto(,)
13 September 2021 12elst4''f L LS11DIA,
Acknowledged & Approved by: State of Colorado
-4,961‹ Sep 2, 2021
07 September 2021
Huntington T. Block Insurance Agency, Inc.
1 120 20th Street NW 6th Floor Washington, DC 20036 Phone: (202) 223-0673 Fax: (202) 331-8409
CERTIFICATE OF INSURANCE
This memorandum is for information only; it is not a contract of insurance but attests that a policy as numbered herein, and as
it stands at the date of this certificate, has been issued by the Company. Said policy is subject to change by endorsement and
to assignment and cancellation in accordance with its terms. The following is information from the policy.
Policy Type: Museum Collection and Temporary Loans
Named Insured: Denver Museum of Nature and Science
The City & County of Denver
Address: Department of Finance
Cash, Risk and Capital Funding
201 West Colfax Avenue, Department 1010
Denver, CO 80202
Dates: From: May 1, 2021 To: May I, 2022
12:01 A.M. Standard Time at the place of issuance.
Limits of Liability: $200,000
on the following See attached inventory listing for items included.
work(s) of art:
Company(s) and Ironshore Indemnity Inc. HTB-002859-005
Policy Number(s):
AXIS Insurance Company AX00178-19-04
78-1 9-04
Certificate issued to: The Board of County Commissioners of Weld County and its officers and employees as
additional insureds as their respective interests may appear.
Weld County
1150 "O" Street
Greeley, CO 80632
Edward Scholz — V Finance & Business Operations
Date: September 3, 2021
MCERT www.HuntingtonTBlock.com
From: Leana Ruoorecht
To: Leana Ruoorecht
Subject: RE: Fossil Insurance
Date: Friday, September 3, 2021 1:43:08 PM
From: Joe Sertich <Joe.Sertich@dmns.org>
Sent: Monday, August 30, 2021 4:52 PM
To: Lynda H. Knowles <Lynda.Knowles@dmns.org>; Leana Rupprecht <Leana.Rupprecht@dmns.org>
Cc: Meghan Truckey <Meghan.Truckey@dmns.org>
Subject: Re: Fossil Insurance
Hi Lynda,
Below is the inventory for all pieces that will be sent on loan to Weld Co. for their display.
Joe
Inventory of objects from DMNH EPV.138000 to be loaned to Weld County, CO
1) Partial skull including complete rostrum and face, and partial right squamosal, mounted on
steel armature for display purposes
2) Partial left dentary
3) Partial ischium
4) Two complete dorsal vertebrae
5) One fused caudal vertebra series
6) Two caudal vertebrae
7) Three ribs
Joseph Sertich, PhD
Curator of Dinosaurs
Department of Earth Sciences
Denver Museum of Nature & Science
2001 Colorado Blvd
Denver, CO 80205
Email: jsertich(@dmns.ora
Phone: 303-370-6331
The Museum's strategic objective is to increase the number and diversity of people who connect with
the Museum around nature and science in ways that are meaningful to them.
AGREEMENT FOR CURATION OF STATE-OWNED PALEONTOLOGICAL COLLECTION
AND CASTING AGREEMENT - HISTORY COLORADO, DENVER MUSEUM OF NATURE
AND SCIENCE, AND GASTON DESIGN, INC.
APPROVED AS TO SUBSTANCE:
Elec ed 0 icial or epa Head
APPROVED AS O F NDING:
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Controller
APPRO�AS TO FORM:
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County Attorney
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