HomeMy WebLinkAboutMuseum Servies Agreement 2001MUSEUM SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this day of December,
2001 by and between the CITY OF AUBURN, WASHINGTONI a municipal corporation
of the State of Washington herein referred to as "CITY", and the WHITE RIVER
VALLEY HISTORICAL_ SOCIETY, a Washington non-profit corporation, herein referred
to as "SOCIETY".
WHEREAS, the SOCIETY has done an excellent job in the past to collect,
preserve, exhibit, and interpret the history and prehistory of the White River Valley and
vicinity; and
WHEREAS, the CITY recognizes that the SOCIETY'S White River Valley
Historical Museum, herein referred to as "Museum", is a major asset to the citizens of
Auburn and the Valley -at -large; and
WHEREAS, the Museum building located in Les Gove Park, 918 "H" Street
Auburn, Washington, and all artifacts, archives, other historic materials, fixtures,
exhibition materials, furniture, equipment, and other personal property therein are the
sole property of the SOCIETY; except the supplies, furniture, and equipment
purchased by the CITY, which shall remain the sole property of the CITY; and
WHEREAS, the land upon which the Museum building is situated is the sole
property of the CITY and this Agreement does not nullify any previous agreements
between CITY and SOCIETY; and
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WHEREAS, the CITY and the SOCIETY desire to work together to continue
and expand the viability and services of the Museum, including providing research, and
technical support for other CITY departments and sites of historical interest, and
WHEREAS, the CITY did purchase the 60-acre OLSON FARM property with
the intention of preserving its natural historical significance, therefore, the CITY and the
SOCIETY plan to continue to restore and rehabilitate the property for public access
and education, pursuant to the 2000 MASTER SITE PLAN attached hereto as Exhibit
„1
NOW THEREFORE, THE CITY AND THE SOCIETY IN CONSIDERATION OF
THE CONDITIONS AND COVENANTS HEREIN DO AGREE AS FOLLOWS:
Article 1. Governance.
1.1 Governing Body of the Museum.
The Governing Body of the Museum is the Board of Directors of the SOCIETY.
All members of the Board of Directors shall be members of the SOCIETY and
shall, uphold the public trust placed in them and, as provided in the mission and
goals statement of the SOCIETY, take upon themselves all the duties and
responsibilities which are required under the bylaws, policies, and agreements
approved by the SOCIETY.
1.2 Number of Board of Directors.
The number of Directors serving on the Board shall be no morethan seventeen
(17)•
1.3 Selection of Members.
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A. I Nine (g) members shall be elected by the General Membership of the
SOCIETY in accordance with the SOCIETY bylaws.
B. Ei ht 8� members shall be appointed by the Mayor of the CITY with the
approval of the Auburn City Council.
C. Members Emeriti shall be appointed by the SOCIETY to honor their
years of service and role in the community. Members Emeriti are non-
voting members of the Board. Appointments and term to be determined
by the Board.
Article 2. Responsibilities of the SOCIETY
The SOCIETY with the assistance of the museum Director shall be responsible
for the following:
A. Adopt or modify policies regulating activities specific to Museum
operations, the management and use of collections, the use of fadlities,
and other functions as it deems necessary or appropriate.
B. Develop long-term plans for the Museum which shall include revenue
sources, capital programs, collections, use of facilities, fees for Museum
services, and marketing.
C. Develop and implement programs for visitor services, collection
caretakers, and other Museum volunteers.
D. Prepare and submit to the CITY along -range plan outlining the
operations, goals and objectives for the future.
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E. This Article does not prohibit the SOCIETY from carrying on other
activities authorized by the SOCIETY'S charter, bylaws, or mission
statement.
F. Prepare and present an annual status report reviewing the operations
for the previous year and outlining the upcoming year goals and
objectives.
Article 3. Responsibilities of the CITY.
The CITY shall be responsible for the following:
A. Provide a Museum Director and other appropriate staff to further the
mission and goals of the SOCIETY as set forth in the Bylaws of the
SOCIETY provided that Auburn citizens clearly benefit from this service.
B. Provide the following in -kind services to the Museum providing that
Auburn citizens clearly benefit from this service:
Printing and mailing of newsletter and other budgeted brochures
for programs, exhibits, or projects which further the mission and
goals of the SOCIETY as related to the Museum.
2. Maintenance and .supplies for the exterior grounds of the
Museum building. When expertise and time is available CITY
personnel will be available to assist with exhibit installation,
building repairs, and other related tasks.
3. Administrative and clerical support to assist the Museum Director
with his/her responsibilities in serving the general mission of the
SOCIETY as directly related to the Museum.
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Article 4. Staffing.
4A Museum Director
The Museum Director shall be employed by and compensated by the CITY and
shall receive all normal CITY benefits. The Museum Director's performance in
regard to the administration of the Museum shall be reviewed annually in
compliance with regular CITY Human Resources procedures. Prior to the
review, the Museum Director's supervisor may meet with the President of the
Board of Directors for a confidential evaluation of his/her performance.
4.2 Staff Reporting and Policies
A. All additional staff at the Museum, whether the position is funded by the
CITY or privately through grants or other sources, will report directly to
the Museum Director and be subject to Museum policies adopted by the
SOCIETY.
B. All volunteers at the Museum will report directly to the Museum Director
or staff assigned by the Director.
C. The Museum Director and all additional staff hired by the CITY shall be
subject to all Human Resource policies and procedures of CITY
employees as well as museum profession policies adopted by the
SOCIETY.
Article 5. Building, Land and Collection Ownership
This Agreement does not affect the SOCIETY ownership of the Museum
building nor of the artifacts, archives, other historic materials, fixtures, exhibition
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materials, furniture, equipment, and other personal property within the Museum
building; provided that, the CITY retains ownership of the supplies, equipment
and furniture purchased by the CITY. The CITY leases to the SOCIETY a tract
of land pursuant to a ninety-nine (99) year lease entered into August 20, 1971.
A copy of the lease is attached hereto as Exhibit "2" and is incorporated herein
by this reference.
Article 6. Finances,
A. The SOCIETY will develop an annual operating and capital
improvements budget for the Museum.
B. The SOCIETY may develop grants and promote donations to the
Museum for the operating budget, endowment designated capital
improvements, and the Museum's permanent collection.
C. The SOCIETY shall keep accurate financial books and records in
compliance with all accepted accounting standards. The SOCIETY shall
prudently manage all gifts made to the SOCIETY, and expend
contributions exclusively for the benefit intended.
D. All financial records of the SOCIETY shall be subject to examination by
the CITY at any reasonable time upon written request.
E. The CITY through the Museum Director will annually coordinate with the
SOCIETY Board to develop an operating budget for the Museum to
determine the needs for the upcoming year. The CITY may consider
funding special projects, programs, capital equipment, capital projects,
personnel, or exhibits to take place at the Museum, which clearly
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demonstrate a benefit to the CITY. The CITY will consider allocations to
the Museum as outlined in Article 3 as part of the normal annual CITY
budget process.
Article 7. Duration of Agreement.
7.1 Duration.
This Agreement shall be in effect for ten (10) years from the date this
Agreement is signed by the Mayor of the City of Auburn.
7.2. Renewal.
This Agreement may be renewed for an additional ten (10) years upon written
request by the SOCIETY and approval by the CITY at least two months prior to
the expiration of this agreement as set forth in article 7.1..
7.3. Amendment.
This Agreement sets forth the full understanding of the SOCIETY and the CITY
anA may not be modified nor amended except by written amendment duly
executed by the SOCIETY and the CITY.
7.4 Termination.
A. This Agreement may be terminated by either party for any cause upon
one hundred and eighty (180) days written notice to the other party.
B. Upon receipt of a termination notice under the above paragraph, the
CITY shall cease any and all support and all other in -kind services for
the SOCIETY at the end of one hundred and eighty (180) days. Any
capital equipment which is purchased for use in the Museum by the
CITY remains the property of the CITY.
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C. upon termination of this Agreement, the Directors who have been
appointed to the SOCIETY Board by the CITY may no longer be
members of the Board unless elected to the Board by the membership
of the SOCIETY.
Article 8. SOCIETY Bylaws.
8.1 Bylaws incorporated in this Agreement
The SOCIETY Bylaws are attached hereto as Exhibit "3" and are hereby
incorporated hereto and incorporated herein by this reference. Any proposed changes
to SOCIETY Bylaws, policies, or procedures which conflict with the terms of this
Agreement must be submitted to the CITY for review and may be adopted by mutual
consent of the CITY and the SOCIETY.
Article 9. Indemnification/Hold Harmless.
The SOCIETY agrees to defend, indemnify and hold harmless the CITY, its
elected and appointed officials, employees; and agents from any and all claims,
demands, and/or causes of action of any kind or character whatsoever arising out of or
relating to the SOCIETY, its employees, consultants, subcontractors, or agents for any
and all claims by any persons for alleged personal injury, death, or damage to their
persons or property to the extent caused solely by negligent acts, errors, or omissions
of the SOCIETY, its employees, agents, consultants, subcontractors, or
representatives and arising out of its performance of this Agreement except where the
claim, demand, and/or cause of action arises solely as a result of the negligent acts,
errors, or omissions of the CITY, its elected and appointed officials, employees, or
agents. In the event that any suit or claim for damages is brought against the CITY
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due to the actions of the SOCIETY, the SOCIETY will defend the CITY at its sole cost
and expense; provided that the CITY retains the right to participate in the said suit if
any principle of governmental or public laws is involved; and if final judgment be
rendered against the CITY and/or its officers, agents, or employees or any of them, or
jointly against the CITY and the SOCIETY and their representative officers, agents,
employees, or any of them, the SOCIETY agrees to fully satisfy the same and the
SOCIETY shall reimburse the CITY for any cost and expense which the CITY has
incurred as a result of such claim or suit. The provisions of this section shall survive
the expiration or termination of this Agreement as to any suit or claimed alleged acts,
errors, or omissions occurring during the term of this Agreement.
Article 10. Nondiscrimination.
The SOCIETY may not discriminate regarding any services, membership, staff,
or activities to which this Agreement may apply directly or indirectly through
contractual, hiring, or other arrangements on the grounds of race, color, creed, religion,
national origin, gender, age, or where there is the presence of any sensory, mental, or
physical disability.
Article 11. Insurance.
The SOCIETY SHALL MAINTAIN THROUGHOUT THE TERM OF THIS
Agreement comprehensive general liability insurance in the amount of one million
dollars combined single limits per occurrence. The insurance policy shall name the
CITY of Auburn as additional insured. The policy shall require a minimum of thirty (30)
days prior written notice to the CITY of any cancellation or expiration of the policy or
any modification of any provisions of the policy. The SOCIETY shall maintain
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throughout the term of this agreement no less than one million dollars combined single
limits per occurrence Board and Officer's Liability Insurance for all nine (9) SOCIETY
elected Board members. The CITY shall maintain throughout the term of this
agreement no less than one million dollars combined single limits per occurrence
Board and Officer's Liability Insurance for all eight (8) CITY appointees.
Article 12, Assignments,
The CITY and the SOCIETY respectively bind themselves, their partners,
successors, assigns, and legal representatives to the other party to this Agreement
with respect to all covenants to this Agreement. Neither the CITY nor the SOCIETY
shall assign this Agreement without the written consent of the other party. No other
governing or management agreement for the governance of the Museum may be
signed by the SOCIETY without prior written agreement by the CITY.
Article 13, General Provision,
This Agreement shall be governed by any applicable laws, regulations, and
ordinances of the CITY, King County, the State of Washington, and where applicable,
Federal laws.
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November 27, 2001
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CITY OF AUBURN
Charles A. Booth,
Mayor
ATTEST:
Danielle E. DzsJUA,�gs Rr t
City Clerk
APPROVED AS TO FORM:
MichaelJ. Reynolds,
City Attorney WHITE RIVER VALLEY HISTORICAL SOCIETY
BY:
BY:
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November 27, 2001
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