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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 Museum Services Agreement Resolution No. 3356 Exhibit A November 27, 2001 _ Page I of 11 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. Museum Services Agreement Resolution No. 3356 Exhibit A November27,2001 Page 2 of 11 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. Museum Services Agreement Resolution No. 3356 Exhibit A November27,2001 Page 3 of 11 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. Museum Services Agreement Resolution No. 3356 Exhibit A Novem6er27,2001 Page 4 of 1 I 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 Museum Services Agreement Resohriion No. 3356 )ixhibit A November 27, 2001 Page 5 of 11 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 Museum Services Agreement Resolution No. 3356 Exhibit A November27,2001 Page 6 of 11 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. Museum Services Agreement Resolution No. 335G Exhibit A November 27, 2001 Page 7 of 11 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 Museum Services Agreement Resolution No. 3356 Exhibit A November 27, 2001 Pnge 8 of 11 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 Museum Services Agreement Resolution No. 3356 Exhibit A November 27, 2001 Page 9 of 11 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. Museum Services Agreement Resolution No. 335G Exhibit A November 27, 2001 Page 10 of I I 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: Museum Services Agreement Resolutio�i No. 3356 Exhibit A November 27, 2001 Page I I of I t