CITY COMMISSION AGENDA MEMO November 27, 2018

FROM: Susan Adams, Flint Hills Discovery Center Director

MEETING: December 4, 2018

SUBJECT: FHDC Projectors and nWave Film Agreements

PRESENTER(S): Susan Adams, Flint Hills Discovery Center Director

BACKGROUND

In April 2012, the City of Manhattan opened the Flint Hills Discovery Center (FHDC). This 35,000 square foot facility explores the science and cultural history of the Flint Hills of Kansas through permanent and temporary exhibits and accompanying programs for visitors of all ages and backgrounds. There are 10,000 square feet of permanent exhibits at the Flint Hills Discovery Center. The space is programmatically supported by an additional 2,100 square foot temporary exhibit gallery.

Changing exhibitions are presented on average of 10-12 weeks, with approximately 3-5 changing exhibits each year. FHDC’s temporary exhibition program seeks out exhibits that serve the local population and Flint Hills regional interests with a focus on the mission of FHDC. Some of the temporary exhibits are developed in collaboration with community partnerships while others are purchased from companies that specialize in traveling exhibits. The exhibit subjects are chosen to expand the general public’s engagement with and understanding of unusual subject matter that they ordinarily wouldn’t be aware of or be exposed to.

DISCUSSION

The Flint Hills Discovery Center and the Flint Hills Discovery Center Foundation have been able to secure, through a private donor, the funds to purchase an upgrade for the Immersive Theater projectors and to add new animated/documentary films. The projector upgrade and specialized films had been requested through the Capital Improvement Program for 2019 and had been delayed with the expectation that outside funding be considered. The total gift to secure these items for FHDC is $417,950 and is being graciously donated by Marty Vanier. Marty Vanier and her late husband Bob Krause previously donated $750,000 in 2015, with $220,000 of that gift to support the ongoing Immersive Theater costs. The original gift in 2015 gave them the naming rights of the theater which is now referred to as the Horizon Ranch Immersive Theater.

This gift will allow FHDC to purchase four (4) 3-Chip laser projectors. The technology of the current projector system is considered obsolete and was installed 6 1/2 years ago when the building was first opened. FHDC is currently spending, on average from the previous Vanier/Krause gift, approximately $20,000 a year to repair the current projectors. Once installed, these enhancements will significantly reduce repair costs for the system, and save money being withdrawn from the FHDC Foundation endowment. The 3-Chip laser projectors will not require lamp replacements and will have a five-year warranty. The cost of these projectors, along with the services and upgrade, are quoted to cost $337,950. The upgrade to this level of projectors will enhance the current "Tide of Times" film while also giving FHDC the capability to offer additional films utilizing the fourth projector. This upgrade will not only improve the quality of the existing "Tides of Time" film viewing experience, but will also allow FHDC the opportunity to offer additional attraction and documentary films to our guests. A direct purchase is being recommended for these projectors due to the specialty of this technological equipment and familiarity with the company. Few companies work in this market, and the current company that has submitted the agreement, Communications Electronic Design (CED), is the original company that installed the system and has continued to service it over the past 6 1/2 years. CED has a proven record with FHDC and it would be a challenge to find another company that could offer the equivalent products and proven service as CED has offered for the past 6 1/2 years. If FHDC works with a vendor other than CED, we not only lose continuity and our current contract with them, we risk the possibility of another vendor coming in and severely disrupting the functionality of the theater.

The additional $40,000 gift would allow FHDC to contract for specialized films with nWave. This is a two-year contract at $40,000 a year. nWave is being chosen since they offer very specialized films to museums and science centers similar to FHDC. These kinds of companies are rare and nWave meets the needs of the specialized theater due to the seating capacity being limited and films needing to be short due to the comfort of the current seating. The FHDC team has researched this information and met with nWave at a recent convention and have determined that their films would be compatible with the FHDC set up and upgraded projector system. They offer short films that meet the needs of the theater with the large format compatibility in addition to having a large catalog of films to choose from that are educational, animated, and documentary based. FHDC would have access to four films a year (two animated and two documentary films). The additional films have been a request from guests and was also noted numerous times in the 2016 Community Engagement survey. A direct purchase is being recommended as this film company offers the exact needs for the FHDC theater.

Recognition for Marty Vanier's gift will be noted in the credits once the project has been completed. Additional forms of recognition will be incorporated into other formats in gratitude of her very generous gift to the Flint Hills Discovery Center.

FINANCING

The financing for this purchase is being offered as a gift to the Flint Hills Discovery Center from Marty Vanier through the Flint Hills Discovery Center Foundation. Marty Vanier has continued to show her commitment to FHDC and its possibility for improvements and expansion. Her support of both of these projects through these gifts reflects that very story and the belief she has in the Flint Hills Discovery Center.

ALTERNATIVES

It appears the Commission has the following alternatives concerning the issue at hand. The Commission may:

1A. Authorize City Administration to finalize and the Mayor and City Clerk to execute a direct purchase agreement for four Laser projectors with Communications Electronics Design, of Louisville, Kentucky, in the amount of $337,950 being paid through a gift from Marty Vanier. 1B. Authorize City Administration to finalize and the Mayor and City Clerk to execute a direct purchase for a two-year agreement at $40,000 per year with nWave, of Los Angeles, California, for attraction films being paid through a gift from Marty Vanier. 2. Deny the request. 3. Modify or develop alternatives if other concerns or factors arise. 4.Table the request.

RECOMMENDATION

City Administration recommends the City Commission authorize staff to finalize and the Mayor and City Clerk to execute a direct purchase of four Laser projectors with Communications Electronic Design, of Louisville, Kentucky, in the amount of $337,950 being paid through a gift from Marty Vanier.

City Administration recommends the City Commission authorize staff to finalize and the Mayor and City Clerk to execute a two-year agreement at $40,000 a year with nWave, of Los Angeles, California, for attraction films being paid through a gift from Marty Vanier.

POSSIBLE MOTION

Authorize City Administration to finalize and the Mayor and City Clerk to execute a direct purchase agreement of four Laser projectors with Communications Electronics Design, of Louisville, Kentucky, at the cost of $337,950 to be paid through a gift from Marty Vanier.

Authorize City Administration to finalize and the Mayor and City Clerk to execute a two-year agreement at $40,000 with nWave, of Los Angeles, California, for attraction films being paid through a gift from Marty Vanier.

Enclosure(s): 1. Service Agreement 2. Film License Agreement 3. PowerPoint Presentation SERVICE AGREEMENT

by and between: CITY OF MANHATTAN, KANSAS and COMMUNICATIONS ELECTRONIC DESIGN, INC.

THIS AGREEMENT (“Agreement”) is made and entered into this ____ day of December, 2018 (“Effective Date”), by and between the City of Manhattan, Kansas, a municipal corporation and body politic hereinafter referred to as “City,” and Communications Electronic Design, Inc., a Kentucky corporation and authorized to conduct business in the State of Kansas, hereinafter referred to as “CED.”

WITNESSETH:

WHEREAS, City desire to receive technical services as provided herein for its Flint Hills Discovery Center (“FHDC”) and with support for the maintenance, application and functionality of the FHDC existing global AV Systems and Control; including but not limited to: software and computer systems, and related peripherals; and

WHEREAS, CED is an experienced and high-quality developer and/or integrator of such systems, as developed by CED on behalf of City previously, and is qualified and capable of performing the technical services for the City as provided herein.

NOW, THEREFORE, in consideration of the mutual covenants, conditions and promises contained herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties hereto agree as follows:

1. Services. City agrees to retain CED and CED agrees to perform the technical services for City. “Technical Services”Draft shall include the services detailed in CED’s FHDC IE Theatre/CED Annual Maintenance Visit 2017, dated December 30, 2017 which is attached and incorporated into this Agreement by this reference as Appendix A. CED shall provide to City:

A. One yearly scheduled service visit to the City with CED technician(s), including:

• Provide technical services for global projector lamp change and projector cleaning to correctly adjust color balance and brightness in the projectors.

• Provide global projector adjustments and alignment including adjusting the projector electronics and the physical alignment for correct panoramic display.

• Inspection and testing of all AV hardware/software components and wiring for correct operation and condition, including identification of repair/replacement required for any component.

1 20829 • Inspection of all lighting and FX hardware/software and wiring for correct operation and condition, including identification or repair/replacement required for any disposable supplies and/or lighting elements.

• Review systems status and results by CED with the City.

• Issue follow-up report within 5 business days to confirm any known issues and/or provide recommendations to City.

B. Phone support and remote monitoring and control interface of the IE as needed throughout the term of this agreement.

The parties agree that time is of the essence in each party’s performance of this Agreement.

2. Term. The total term of this Agreement shall commence on the Effective Date and shall terminate one (1) calendar year thereafter. City shall additionally have one (1) additional one-year option to renew the Agreement.

3. Compensation. City shall pay a one-time flat fee of Eighteen Thousand Seven Hundred Fifty Dollars ($18,750.00) upon completion of performance of scheduled service visit (1.A) by CED and within thirty (30) days of acceptance of performance by City pursuant to this Agreement. All services set forth in Provision 1 above shall be performed for the flat fee amount and shall include travel and administrative work by CED. This fee shall not include costs for hardware repair or replacement.

4. Records, Reports and Inspection.

A. Documentation of Costs. All costs incurred by CED for which CED purports to be entitled to reimbursement shall be supported by properly executed documents, records, invoices, contracts or vouchers, or other official documentation evidencing in proper detail the nature and propriety of charges. Draft

B. Maintenance of Records. Except as otherwise authorized by City, CED shall retain such documentation for a period of three (3) years after receipt of the final payment under this Agreement, unless action, including but not limited to litigation or audit resolution proceedings, necessitate maintenance of records beyond this three (3) year period.

5. Notification. All notices given under this Agreement shall be in writing and shall be delivered to the addresses specified below. Notices shall be effective upon receipt, and shall be deemed to have been received as follows: (i) if personally delivered, when delivered; (ii) if by certified mail return receipt requested, on the date it is officially recorded as delivered to or refused by the intended recipient by return receipt or equivalent; or, (iii) if by expedited messenger service (e.g. FedEx), when delivered as confirmed by delivery receipt.

2 20829 City: City Manager Attn: Contract Notification 1101 Poyntz Ave. Manhattan, KS 66502

and

City Attorney Attn: Contract Notification 1101 Poyntz Ave. Manhattan, KS 66502

CED : Communications Electronic Design, Inc. Attn: Bob Ernspiker, Managing Partner 1014 East Broadway Louisville, KY 40204

6. Termination of Agreement.

Notwithstanding any other provision of this Agreement, City may terminate this Agreement for any reason if it determines in its sole discretion that such termination is in its best interest. In such event, City shall provide written notice to CED and termination shall be effective no earlier than ten (10) days from the date and time specified therein. This Agreement shall terminate as of that date. In the event of such termination and in the event CED has not provided the annual service required herein, City shall be entitled to receive the entire compensation sum in Provision 3 from CED within twenty (20) days of receipt of the notice of termination from City.

7. Insurance. CED agrees to maintain the following minimum limits of insurance coverage throughout the term of this DraftAgreement: ▪ Commercial General Liability (CGL) with limits of insurance of not less than $1,000,000 each occurrence and $2,000,000 Annual Aggregate. • If the CGL coverage contains a General Aggregate Limit, such General Aggregate shall apply separately to each project. • CGL coverage shall be written on ISO Occurrence form CG00 01 1096 or a substitute form providing equivalent coverage and shall cover liability arising from premises, operations, independent consultants, products-completed operations, and personal and advertising injury. • City of Manhattan, Kansas and all other parties required by the contract shall be included as additional insureds on the CGL. This insurance for the additional insured shall be as broad as the insurance for the named insured Consultant. It shall apply as Primary and non-contributory insurance before any other insurance or self-insurance, including any deductible, maintained by, or provided to, the additional insured. • CED shall maintain CGL coverage for itself and all additional insureds for the duration of the project and maintain Completed Operations coverage for itself and each 3 20829 additional insured for at least 3 years after completion of work. ▪ Automobile Liability with limits of at least $1,000,000 each accident. • Business Auto coverage must include coverage for liability arising out of all owned, leased, hired and non-owned automobiles. • Owner shall be included as insured on the auto liability policy. ▪ Workers Compensation and Employers Liability limit of at least $1,000,000 each accident, $1,000,000 for bodily injury by accident, and $1,000,000 each employee for injury by disease. ▪ Professional Liability Insurance: CED shall purchase and maintain professional liability insurance for any and all errors or omissions consultant, its agents, employees in the performance of this agreement with a limit of $1,000,000 for each claim and in the $2,000,000 aggregate.

Liability insurance coverage indicated above must be considered as primary and not as excess insurance. CED shall furnish a certificate evidencing such coverage, with City listed as an additional insured, except for professional liability, employer’s liability and workers compensation. Certificate(s) shall be provided within ten (10) days of the Notice of Award. Certificate(s) shall remain in force during the duration of the project/Services and will not be canceled, reduced, modified, limited, or restricted until thirty (30) days after City receives written notice of such change. Said certificate shall contain a provision that coverage afforded under the policies will not be canceled, reduced, modified, limited, or restricted until thirty (30) days after City receives written notice of such change. All insurance must be with an insurance company with a minimum BEST rating of A-VIII and licensed to do business in the State of Kansas. It is the responsibility of CED to ensure that any and all approved subcontractors meet the minimum insurance requirements. Certificate(s) shall be provided to City’s Office of Risk Management within the time specified above.

8. Incorporation of Appendices. The parties agree that following documents, exhibits and appendices are attached to the Agreement and made part hereof as if fully set out herein (“Incorporated Appendices”):

• Appendix A: CED’sDraft FHDC IE Theatre/CED Annual Maintenance Visit, 2017 dated December 30, 2017.

9. Entire Agreement. This Agreement and the Appendices listed in the Incorporated Appendices above contain all the terms and conditions agreed upon by both parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. Any agreement not contained herein shall not be binding on either party, nor of any force or effect. In the event of a conflict between the terms of this Agreement and the Incorporated Appendices, the Agreement shall supersede and control.

10. Indemnification. CED shall indemnify and hold harmless the City, and its departments, elected officials, officers, and employees from and against all liability, suits, actions, proceedings, judgments, claims, losses, damages, and injuries, (including attorneys’ fees), to the extent the foregoing arise out of CED’s negligence, willful misconduct, recklessness, errors or omissions in the performance of services, including performance by CED’s employees, agents and 4 20829 subcontractors. CED’s obligation to indemnify and hold harmless shall remain in effect and shall be binding on CED whether such injury shall accrue, or may be discovered, before or after termination of this Agreement.

11. Standard of Care and Compliance with Applicable Laws. CED shall exercise the same degree of care, skill and diligence in the performance of all services to City that is ordinarily possessed and exercised by reasonable, prudent, and experienced professionals in similar circumstances. If CED fails to possess and exercise such care, skill and diligence in providing services, CED shall be responsible to City for any resulting loss or damages. A. Compliance with laws. CED shall comply with and cause any sub-contractors to comply with all applicable federal, state and local laws, orders, rules, codes and regulations relating to performance of all services. B. Service Standards and Procedures. CED shall perform the Services set forth in this Agreement in compliance with applicable industry standards and procedures specified herein and in the appendices which cover the specific purpose, goals and objectives of this Agreement.

C. Governing Law. This Agreement shall be interpreted under and governed by the laws of the State of Kansas, without reference to its conflicts of law principles.

12. Force Majeure. Neither party shall be liable for any failure to perform or observe any of its obligations under this Agreement for as long as and to the extent that such performance is prevented or hindered by any circumstances and causes including acts of God or public enemies; labor disputes; acts of local, state, or national governments or public agencies; utility or communications failure; fire; flood; epidemics; riots; or strikes. The time for performance of any right or obligation delayed by such events will be postponed for a period equal to the delay. If, however, a party is subject to a force majeure that endures for more than thirty (30) days, the other party has a right to terminate the Agreement under the provisions hereunder.

13. Authority to Contract Draft A. Affirmation of Legal Authority. CED assures it possesses legal authority to contract these Services; that resolution, motion or similar action has been duly adopted or passed as an official act of CED 's governing person or body, authorizing the signing of this Agreement, including all understandings and assurances contained therein, and directing and authorizing the person identified as the official representative of CED to act in connection with the application and to provide such additional information as may be required.

B. Required Documentation. Domestic (Kansas) corporations shall 1) furnish evidence of good standing in the form of a Certificate signed by the Kansas Secretary of State. Foreign (non- Kansas) corporations shall furnish evidence of authority to transact business in Kansas, in the form of a Certificate signed by the Kansas Secretary of State; and 2) a copy of the Corporation Resolution evidencing the authority to sign the Contract Documents, executed by the Corporation's Secretary or Assistant Secretary.

5 20829 14. Independent Contractor Relationship

It is agreed that the legal relationship between CED and City is of a contractual nature. Both parties assert and believe that CED is acting as an independent contractor in providing the Services and performing the duties required by City hereunder. CED is at all times acting as an independent contractor and not as an officer, agent, or employee of City. As an independent contractor, CED and employees of CED will not be within the protection or coverage of City's worker's compensation insurance, nor shall CED, and employees of CED, be entitled to any current or future benefits provided to employees of City. Further, City shall not be responsible for withholding of social security, federal, and/or state income tax, or unemployment compensation from payments made by City to CED.

15. Personnel

A. Qualified Personnel. CED represents that it has, or shall secure at its own expense, all personnel required in performing the Services under this Agreement. Such personnel shall not be employees of or have any other contractual relationship with City at the time of rendering such Services. All personnel engaged in the work shall be fully qualified according to the laws of the State of Kansas and the provisions of this Agreement. CED will have sole discretion and control over assigning personnel to perform the Services.

B. Minimum Wages. CED will comply with the minimum wage and maximum hour’s provisions of the Federal Fair Labor Standards Act.

16. Funding

A. Cash Basis and Budget Laws. The right of the City to enter into this Agreement is subject to the provisions of the Cash Basis Law (K.S.A. 10-1112 and 10-1113), the Budget Law (K.S.A. 79- 2935), and other laws of the State of Kansas. This Agreement shall be construed and interpreted so as to ensure that the City shall at all times stay in conformity with such laws, and as a condition of this Agreement the City reserves the right to unilaterally sever, modify, or terminate this Agreement at any time if, in the opinionDraft of its City Attorney, or designee, the Agreement may be deemed to violate the terms of any laws of the State of Kansas.

B. Reprogramming of Funds. It is understood and agreed that in the event the amount of funds City actually receives from the City mill levy is less than anticipated, City may decrease the total compensation and reimbursement to be paid hereunder with agreement of CED or City may terminate the Agreement.

17. Licenses and Permits. CED shall maintain all licenses, permits, certifications, bonds, and insurance required by federal, state or local authority for carrying out this Agreement. CED shall notify City immediately if any required license, permit, bond or insurance is canceled, suspended or is otherwise ineffective. Such cancellation, suspension, or other ineffectiveness may form the basis for immediate revocation by City, in its discretion.

18. Assignment. Except as otherwise provided for herein, neither this Agreement nor any rights or obligations hereunder shall be assigned or otherwise transferred by either party without the prior 6 20829 written consent of the other.

19. Modification. This Agreement may not be modified except in writing signed by the parties hereto. To provide necessary flexibility for the most effective execution of this Agreement, whenever both City and CED mutually agree, changes to this Agreement may be affected by placing them in written form and incorporating them into this Agreement. Each SOW shall become effective in accordance with its terms.

20. Subcontracting. CED shall not subcontract Services or work to be provided hereunder without the express written consent of City, which consent will not be unreasonably withheld. If City approves subcontracted work, CED shall be responsible to City for any and all work performed by subcontractor, as if performed by CED.

21. Discrimination Prohibited

A. Pursuant to the provisions of K.S.A. 44-1030, which states that every contract for or on behalf of City or any agency of or authority created by City, for the construction, alteration or repair of any public building or public work or for the acquisition of materials, equipment, supplies or Services shall contain such provisions, CED agrees to the following:

1. CED shall observe the provisions of the Kansas Act Against Discrimination, and the Kansas Age Discrimination in Employment Act, and shall not discriminate against any person in the performance of work under this Agreement because of race, religion, color, sex, disability, national origin, ancestry, or age.

2. In all solicitations or advertisements for employees, CED shall include the phrase "equal opportunity employer" or a similar phrase to be approved by the Kansas Human Rights Commission.

3. If CED fails to comply with the provisions of K.S.A. 44-1031, requiring reports to be submitted to the Kansas Human Rights Commission when requested by that Commission, CED shall be deemed to have breachedDraft this Agreement and it may be canceled, terminated or suspended, in whole or in part, by City.

4. If CED is found guilty of a violation of the Kansas Act Against Discrimination under a decision or order of the Kansas Human Rights Commission which has become final, CED shall be deemed to have breached this Agreement and it may be canceled, terminated or suspended, in whole or in part by City.

5. CED shall include the provisions of paragraphs (1) through (4) inclusively of this subsection in every subcontract or purchase order made pursuant to this Agreement, so that such provisions will be binding upon such subcontractor or vendor.

6. The provisions of this section shall not apply to a contract entered into by a contractor or subcontractor who: (1) employs fewer than four employees during the term of this Agreement; or (2) whose contracts with the City cumulatively total $5,000.00 or less during the fiscal year of the City pursuant to K.S.A. 44-1031(c). 7 20829

B. CED shall be deemed in default of this Agreement and it may be immediately canceled, terminated, or suspended, in whole or in part, by City if CED violates the applicable provisions of any of the Federal or State anti-discrimination acts identified in this section upon the rendering of a decision or order of a court or regulatory body having authority over the same which has become final.

22. Survival of Provisions. The parties agree that when any provision expressly provides or where the context of any provision implicitly indicates an intent that it shall survive the term of this Agreement, then it shall survive.

23. No Inferences Regarding Drafter. The parties acknowledge and agree that the terms and provisions of this Agreement have been negotiated and discussed between the parties and their attorneys, and this Agreement reflects their mutual Agreement regarding the same. Because of such negotiations and discussions, it would be inappropriate to deem any party to be the drafter of this Agreement, and therefore no presumption for or against validity or as to any interpretation hereto, based upon the identity of the drafter shall be applicable in interpreting or enforcing this Agreement.

24. Savings Clause. If any particular provision of the Agreement or any Appendix that is also attached to said Agreement, or a provision of any document that is referenced by said Agreement, shall be determined to be invalid or unenforceable, that determination shall not affect the other provisions which shall be construed in all respects as if the invalid or unenforceable provision were omitted.

25. Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one instrument. Once fully executed, it shall become effective as of the Effective Date stated above. Delivery of an executed signature page of this Agreement by facsimile transmission or electronic photocopy (i.e., “pdf”) shall be equally effective as manual delivery of an original signed counterpart hereof.

26. Authority and SuccessorsDraft. Each party hereto represents and warrants that (i) it has obtained all necessary approvals, consents and authorizations of third parties and governmental authorities to enter into this Agreement and to perform and carry out its obligations hereunder; (ii) the persons executing this Agreement on its behalf have express authority to do so, and, in so doing, to bind the party thereto; (iii) the execution, delivery, and performance of this Agreement does not violate any provision of any bylaw, charter, regulation, or any other governing authority of the party; and (iv) the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate or governmental action and this Agreement is a valid and binding obligation of such party, enforceable in accordance with its terms. In the event of sale, acquisition, assignment or novation by or on behalf of CED, all duties and obligations set forth in this Agreement shall devolve upon its successor with the successor unqualifiedly bound by all provisions and appendices set forth herein.

8 20829

Witness our signatures the day and year first above written.

CITY OF MANHATTAN COMMUNICATIONS ELECTRONIC DESIGN, INC.

______Michael L. Dodson, Mayor Name: John R. Ernspiker Title: Managing Partner

Draft

9 20829

FILM LICENSE AGREEMENT 26 November 2018

THIS AGREEMENT is made BETWEEN nWave Pictures Distribution Inc., of 342 S. Cochran Ave #409, Los Angeles, California 90036, USA ("LICENSOR"}, incorporated in the State of California; AND Flint Hills Discovery Center, 316 S 3rd Street, Manhattan, KS 66502("LICENSEE"}

1. LI CENSE:

Pursuant to the terms and conditions of this Agreement, Licensor grants Licensee, and Licensee takes from Licensor, the non-exclusive license to exhibit the Licensed Properties, for an unlimited number of runs unless otherwise specified, solely in the Licensed Theater during the License Terms at times to be determined by the Licensee,

To the extent not expressly granted herein, Licensor retains all rights now known or hereafter devised, in and to the Licensed Properties, including but not limited to merchandising and all allied and ancillary rights.

The rights granted in this Agreement are personal to Licensee, and may not be assigned by Licensee, whether voluntarily or involuntarily, including by operation of law. For purposes of this Agreement change in control or ownership of Licensee shall not be considered an assignment. Licensee may not grant any sublicenses or allow any third party to exhibit or use the Licensed Properties without Licensor's prior written approval which approval may be granted or withheld In Licensor's sole and absolute discretion.

2. LICENSE TERM:

This Agreement covers twenty-four (24) consecutive months commencing on 15 January 2019 and ending 14 January 2021.

In the event Licensee elects to continue exhibition of the Licensed Properties beyond the License Term but has not finalized negotiations with Licensor regarding theDraft terms and conditions thereof by a date which is not later than 45 days prior to the end of the License Term, then the License Term shall be deemed to continue on a month-t o -month basis from 15 January 2021, and Licensee shall pay to Licensor monthly in advance an amount equal to one- twelfth of 120% of the then-existing annual license fee for each month of such month -to-month continuance, until such date as Licensee and Licensor have entered into a new License, in which event such new License shall be deemed to supersede the month-to-month continuance ( provided that, if no new license has been entered into within 90 days after the end of the License Ter m, Licensor shall have the right to terminate such month-to-month continuance upon written notice to Licensee).

Upon expiration of the License Term or termination of this Agreement, Licensee shall return to Licensor within thirty (30} days, the Licensed Properties and all Delivery Materials associated with Licensed Properties.

The Licensee may exhibit the Licensed Properties from the nWave Library at anytime during the twelve month period of each Licensed Term, but may not exceed the four title total (two animated titles and two documentary titles as approved and agreed by Licensor) within any twelve-month term. Licensee shall submit film choice request thirty days prior to exhibition.

3. LICENSED THEATER:

The "Licensed Theater " shall mean the digital theater installed at Discovery Flint Hills Center. Licensee shall not use the Licensed Properties at any venue outside the Licensed Theater.

4. LICENSE FEES:

(a) For each year of the two-year License Term, the Licensee shall pay Licensor a fixed annual License Fee of Forty Thousand dollars ($US 40,000) for the exhibition of the Licensed Properties, for a total of Eighty Thousand dollars ($80,000).

The annual fixed License Fees are payable throughout the Term of this Agreement whether or not any of the Licensed Properties are exhibited at the Licensed Theaters during any part of the License Term, or if the Licensed Theater is operational during any or all of the Term.

Licensee shall be responsible for and shall pay to its taxation authorities any and all local, state, federal and other taxes with respect to the use of the Film by Licensee, including local or state sales taxes on ticket sales and any property or income taxes as may be levied on Licensee's business activities.

The License Fee is solely for the right to exhibit the Licensed Properties. Any and all costs and expenses related to Licensee's exploitation of the Licensed Properties including motion or 4-D effect programming for the Licensed Properties; intervention for technical support relating to the theater equipment or software; and any other operational costs;Draft shall remain the sole responsibility of the Licensee.

5. PAYMENTS :

(a) The License Fee payments for Year One of the License Term shall be due and payable as follows:

(i) On signature of this Agreement and prior to delivery of materials and no later than the 15th of December 2018, Licensee shall pay to Licensor $US40,000;

(b) The License Fee payments for Year Two License Term shall be due and payable as follows:

(i) By 15 December 2019, Licensee shall pay to Licensor $US40,000;

The Licensee shall pay the License Fee in the amount and on or by Dates as set forth in this Agreement and prior to media material delivery.

All payments due under this Agreement and not received by Licensor within thirty (30) days of the date due shall accrue interest at the rate of eight percent (8%) calculated monthly from the date 30 days after the relevant installment Date until date of payment, or the highest rate that can be paid pursuant to any applicable laws relating to the payment of interest. In addition, a one-time monthly late payment administrative fee of one hundred twenty five dollars ($125.00) shall be applied to the overdue balance, applicable to each and every time the Licensee fails to make a scheduled payment by 30 days after the Installment Date specified herein during the License Per io d .

6. REPORTS: Licensee agrees that promptly on the fifteenth (15th) day of each month after commencement of the License Term, Licensee shall furnish to Licensor complete statements, certified to be accurate, showing the number of individuals admit ted, wh ether paid or unpaid, to EACH of the Licensed Properties in the preceding calendar m on t h, and the num ber of shows of EACH of the Licensed Properties. A tem plat e for these st a t e m ents is attached as Exhibit "B" but Licensee may use any form of statement provided that the basic information required is included. The mont hly statemen t shall be provided to Licensor, by email to: [email protected]

7 . MATERI ALS SUPPL IED: Draft Subject to the receipt of this Agreement duly signed, and not before receipt of the payments as scheduled In Paragraph 4and 5 above, Licensor will supply in a timely manner the film and English language soundtrack of the selected Licensed Properties in high definition MPEG or DCP dependent on specifications submitted by Licensee in accordance with theater projection system installation.

For each Licensed Property title ordered by Licensee, the mastering, handling and shipment cost of materials will be a one time fee of six hundred dollars ($600) per film title. i

8. PROMOTION AND MARKETING

(a) Marketing & Promot i onal Materials:

Licensor will make available Key Art via download on Licensor's FTP site, or another specified website, to include Adobe Photoshop® or Adobe Illustrator® 300 dpi layered files for marketing materials including educator guides if available, Licensed Proper t y and Producer logos and Licensed Property art work . Other promotional items as available may include electronic versions of Production Notes, TV and Radio spots, and video trailers. Licensee agrees to use such materials in the same form as provided by Licensor and to use only such mater ials unless substitute materials developed by Licensee have been expressly pre-approved in writing by Licensor. If Licensee wishes to design additional marketing materials or change or alter the supplied materials in any way, then Licensee shall submit its proposed design to Licensor for pre-approval, not to be unreasonably withheld.

(b) All promotional materials must include the Picture title in full, and include credit line and logo as designed in artwork. Any creative artwork that is a full page advertisement (regardless of page size) and/or 8.5" x 11" or larger, must show the following required credit block (from left to right):

nWave Pictures Distribution

All other promotional materials must display the same Picture t it le and production credit block wherever possible, and it must be prominently visible according to accepted industry standards for such placement in the visual media.

All Theater and/ or sponsor logos should be separated from the production logos and placed away from the required credit block.

(c) Licensee may use up to 45 seconds of material from the Licensed Property to create TV advertisements for the sole purpose of promoting the exhibi t i on of the Licensed Property at the Theater. Licensee may also use the title of the Licensed Property and anyDraft visuals from the Licensed Property to advertise the Licensed Property in any and all media; subject to the condition that all marketing materials and press releases related to the Licensed Property shall be subject to prior approval by Licensor, not to be unreasonably withheld.

9. WARRANTY :

Licensor, as the authorized distributor of the Licensed Properties, has the right to enter into this Agreement .

Licensor represents and warrants that the Licensed Proper ties shall not infringe on the copyrights and other intellectual property rights of any third party.

Licensor represents and warrant s that the digital files for the Licensed Properties shall be of exhibition quality when provided to client. Maintenance of the on- going exhibition quality of the Licensed Properties shall be the responsibility of the Licensee.

Licensee represents and warrants that all copyright and other intellectual property rights in and relating to Licensor's Licensed Properties shall remain with Licensor, and accordingly Licensee will not carry out or authorize or procure the carrying out of any act that might infringe such copyright or other intellectual property rights. Licensee shall exhibit with the Licensed Properties a notice required for copyright protection under the United States Copyright laws and in accordance with the requirements of the Berne and Universal Copyright Treaties. Licensee shall retain and exhibit the nWave Logo at all times in association with exhibition, marketing or advertising of the Licensed Properties . Licensee shall be responsible for any royalties associated with exhibition.

Licensee shall protect Licensor's Licensed Properties from copyright infringement utilizing the proprietary dongle-based security system used for exhibition of Licensor's films on the Licensed Server. Licensee shall not allow any third party to use Licensed Properties for commercial exhibition or for other fees unless expressly preapproved in writing by Licensor.

Licensee shall not vary, alter, modify, change, add to and/or delete anything in the Licensed Properties, nor rearrange and/ or transpose sections of the Licensed Properties, or change any sequences thereof or the characters and descriptions of the characters contained in the Licensed Properties; or use portion or portions of Licensed Properties or characters, plots, or theme thereof in conjunction with any other film, or literary or dramatic material of any kind.

Licensor is not responsible for any losses, costs or expenses associated in any way with hardware.

10. INDEMNITY:

(a) Licensor at all times will indemnify, defend and hold Licensee and its affiliates, successors and assigns, and each of their respective officers, directors, employees, agents and representatives harmless from and against all claims, actions, damages, liabilities, losses, penalties , costs and expenses (including reasonable attorneys' fees and legal costs, whether or not in connection with litigation) arising out of, relating to, or in connection with the breach of any of the representations, warranties or agreements made by Licensor inDraft this Agreement

(b) Licensee at all times will indemnify, defend and hold Licensor and its affiliates, successors, licensees and assigns, and each of their respective officers, directors, employees, agents and representatives, harmless from and against all claims, actions, damages, liabilities, losses, penalties, costs and expenses (including reasonable attorneys' fees and legal costs, whether or not in connection with litigation) arising out of, relating to, or in connection with: the breach of any of the agreements made by Licensee in this Agreement; or use of the Licensed Properties in a manner which is not expressly authorized hereunder; or arising from any claims by third parties which may be brought based directly or Indirectly through use by the Licensee or its customers of any Licensed Properties, other than those claims indemnified by Licensor.

11 . CONFIDENTIALITY:

Both parties agree to keep the business terms of this Agreement confidential except as required to conform to statutory or contractual disclosure or reporting requirements.

12. . TERMI NATION:

Licensee may by giving notice in writing to Licensor terminate the Agreement in the event the Licensor fails to remedy any material breach under the Agreement (including, without limitation, any breach of warranty) within ten (10) business days of the Licensee serving notice in writing of such breach.

Licensor may terminate the Agreement and any other film licensing Agreement it may have with the Licensee, in the event: (a) The Licensee fails to remedy any material breach under the Agreement within ten (10) business days of the Licensor serving notice in writing of such breach; or (b) The Licensee fall s to make full payment of all sums due and payable to Licensor under the Agreement within thirty (30) days of the Licensor serving notice in writing of such failure; or (c) The Licensee becomes unable to pay its debts, makes a composition or arrangement with creditors, ceases or threatens to cease to carry on a business, ls the subject of a petition for bankruptcy or liquidation, or experiences any analogous event ; or (d) The Licensee is called on by the Licensor to make immediate repairs or renewals toDraft equipment so as to restore it to good and efficient working order and condition and fails to do so within thirty (30) days of such request; or (e) By reason of force majeure either part y is unable to fully perform its obligations as described in Paragraph 14.

13. CONSEQUENCES OF TERMINATION

(a) Termination under Paragraph 12(a) through 12(d) shall be without prejudice to the rights and remedies of the Licensor under the Agreement and the Licensee will, not withstanding such termination, remain liable to pay: (i) The Fixed License Fees (if any) for the full Term of the Agreement; and (ii) ) Any amounts owed and accrued but not paid at the time of termination.

(b) Notwithstanding the above, in the event of Termination under Paragraph 12 (c) - force majeure - the Parties agree that the Licensee shall be liable for only the pro-rata License Fee incurred up to the date of Termination under 12(e) and therefore may request a refund with respect to any pre-paid License Fees.

(d) The Licensor may at its sole discretion (and without prejudice to any of its rights) permit a trustee in bankruptcy or liquidator or receiver of the Licensee to carry out the Agreement in place of the Licensee upon giving such security or making such arrangements as the Licensor may require.

14. FORCE MAJEURE

Neither party shall be in default hereunder if such party is unable to fully perform its obligations and services hereunder at the times herein required by reason of an event of force majeure. The term force majeure is defined as any fire, earthquake, flood, epidemic, strike, lockout, labor controversy, riot, civil disturbance, act of public enemy, embargo, war, act of God, any ordinance or law, action of any legally constituted authority, any judicial or executive order, suspension of funding of Federal government operations, failure or delay of any transportation agency, laboratory or other facility, or other event of the nature of force majeure or other cause reasonably beyond the control of the parties. The obligations of the parties under this Agreement shall be suspended during the continuance of any such contingency and neither party shall be liable for any loss or damage caused by or as a consequence of such interruption. Notwithstanding the foregoing, if an event of force majeure shall continue or it reasonably appears to either party that an event of force majeure shall continue for a period of four (4) weeks or more by reason of any such event, either party may, at any time thereafter, terminate this Agreement and thereafter shall have no further obligation to the non-terminating party hereunder.

15. NOTICES:

Any contract, notice, communication and reporting shall be submitted to Licensor by email or courier, as appropriate, to:

LICENSOR: nWave Pictures Distribution Attn.: Arn Clemout CFO 342 S Cochran Ave, #409 Los Angeles CA, 90036 Email: [email protected] LICENSEE: Discovery Flint HillDrafts Center Attn: Roy Garrett 315 S, Third Street, Manhattan KS 66502 Fax: +1 785 587 2729 x209 / Email: [email protected]

16. REPORTING AND PAYMENTS

Any payments and accompanying stat ements (Including Schedule "B") to Licensor shall be submitted by wire transfer, emall or courier, as appropriate, to:

FOR PAYMENT BY WI RE TRANSFER, BANKING DETAILS ARE:

Name: nWave Pictures Distribution, Account No.: 45360026 Bank: Citibank F.S. B. Connecticut Bank Address: 453 East Putnam Avenue, Cos Cob, CT 06807 Bank Routing No. 2211 72610

Or by check to: nWave Pictures Distribution 342 S. Cochran Ave, #409 Los Angeles, CA 90036 Attn: Arn Clemout – CFO

17. JURISDICTION: This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of California and the federal laws of the United States of America applicable therein, and the parties agree to submit to the exclusive jurisdiction of the courts of Los Angeles, California and no other courts. In the event of a dispute arising under this Agreement, whether or not a lawsuit or other proceeding is filed, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs. The reasonable costs to which the prevailing party is entitled shall include costs that are taxable under any applicable statute, rule, or guideline, as well as non-taxable costs, including, but not limited to, costs of investigation, copying costs, electronic discovery costs, telephone charges, mailing and delivery charges, information technology support charges, consultant and expert witness fees, travel expenses, court reporter fees and mediator fees, regardless of whether such costs are otherwise taxable.

All other terms and conditions of the Agreement shall remain in full force and effect. By signing in the space provided below, Licensee and Licensor accept and agree to all of the Amended terms and conditions herein.

Licensee: Discovery Flint Hills Center by its duly authorized officer:

______Signature ______Full name & Title ______Date

Licensor: nWave Pictures Distribution Inc by its dulyDraft authorized representative:

______Signature ______Date Arn Clemout Chief Financial Officer

Exhibit " A"

Available Library Titles (3D)

"20,000 Leagues Under the Sea 3D/ 4D" 11:42 "African Adventure 3D" 13:22 "Alien Adventure 30/40" 20:40 “Birds of a Feather “12:02 "Blue Magic" 12:02 "Bugs! 3D" 19:00 "Castle Secret 3D/40" 11:12 "Deepo: A Fish Story 30/40" 13:03 "Dinosaurs 3D" 20: 16 /10:31 "Dolphins 30" 17:58 "Encounter in the Third Dimension" 17:54 "Fly Me To The Moon 30/4D" 13:00 "Galapagos 3D: Nat ure's Wonder land" 22:22 "Haunted Castle 3D" 23:26 "Haunted House 3D/ 4D" 12:49 "Haunted Mansion 3D/4D" 11:47 "Hurricane" 20:00 “Jolly Roger” 12:03 "MisAdvent ures in 3D" 29:46 "Monsters of the Deep" 10:18 "Penguins 30" 22: 14 "Pirate Story 3D/4D" 12:44 "Plankton 3D" 9: 30 “Planet Power” 20:00 “Return to the Lost World” 12:06 “Robinson Crusoe” 12:59 "Robots of Mars 3D/40" 11:16 "Sammy & Ray 30/40 15:54 "Sherlock Holmes 3D/4D" 10: 46 “Son of Bigfoot” 12:35 or 21:05 "SOS Plan et/ PandaVision" 12:32 / 09:35 "The African Elephant and Whit e Rhino 3D" 18:44 "The Boxer 3D/4D" 10:05Draft "The Good, the Bad and a Horse 3D/ 4D" 10: 59 "The Great Apes 3D" 20:00 "The House of Magic 3D/ 4D" 12:38 "The Little Prince" 12: 45 / 20 :00 " The Lost World 3D/4D" 11:55 "The Majestic Leopard 3D" 12:09 "The Majestic Lion 3D" 11:07 "Turtlevision 2 3D/ 4D" 20:00 "Turtlevislon 3D/4D" 13:59 / 19:35 "Whales 30" 17:56 “Wild Cats” 20:18 "World of Sharks 3D" 17:31

TheLicensee is advised that certain titles listed herein are subject to 3r d Party restrictions, and may or may not be available throughout the entire Licensed Term. Licensor will update this Exhibit "A" annually.

Exhibit "B"

n Wave Pictures Distribution Inc

MONTHLY ATTENDANCE REPORTI NG FORM

Please complete all information requested and send this form to the attention of Arn Clemout or [email protected], no later than the 15th day of the month following the report-month.

For Month Name

Theater Discovery Flint Hills Center Phone

City Manhattan KS Email

I Film #1 I I I

Actua l paid Actual Comp TOTAL Admissions Shows Admissions Admissions

Film #2 I I

Actua l paid Actual Comp TOTAL Admissions Shows Admissions Admissions

. Fil m #3 I I

Actual paid Actual Comp TOTAL Admissions Shows Admissions Admissions Draft

. Fil m #4 I I

Actual paid Actual Comp TOTAL Admissions Shows Admissions Admissions

FLINT HILLS DISCOVERY CENTER Generous Gift Made by Donor, Marty Vanier

The financing for this purchase is being offered as a gift in the amount of $417,950 to the Flint Hills Discovery Center through the Flint Hills Discovery Center Foundation. Ms. Vanier has continued to show her commitment to the Center and its possibilities for improvements and expansion with an original gift of $750,000 in 2015, with $220,000 of that in support of the theater today known as the Horizon Ranch Immersive Experience Theater.

Her support of this project through these gifts reflects the trust and belief that she has in the Flint Hills Discovery Center and the Flint Hills Discovery Center Foundation.

Thank you, Marty! Benefits of Installing New Projectors

• Reduces/eliminates current annual repair costs of over $20K/year • Replaces the current out-of-date technology installed almost 7 years ago • Enhances the quality of the much loved film, “Tides of Time” • Enhances the technological capabilities of the theater • Allows the FHDC to show additional educational films of similar quality/capability • Honors the requests made by members, supporters and guests who have asked to see additional titles in the theater • Brings the Horizon Ranch Immersive Theater to a current and progressive level of technology that will serve the FHDC and guests for another 5+ years • Gives the FHDC new and exciting programming options which can be creatively marketed to generate increased attendance and revenue Benefits of Nwave – Attraction Film Library

• Annual Contract of $40,000/year with an initial commitment of 2 years • 4 films a year • Vast library of various topic ranging from purely entertainment to educational; titles for all audiences • This contract would allow the FHDC the ability to offer something that our members and guests have been requesting for years – new and exciting short films shown in the Immersive Theater • “Tides of Time,” will continue to be shown regularly; Nwave films to be shown in addition on a scheduled format • FHDC has the ability to select the titles of their choice based upon related programming being offered, i.e. exhibits, special events, themes, etc.