HomeMy WebLinkAboutRes 4757 Museum Maint AgreementRESOLUTION NO. 4 7 5 7
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR
AND CITY CLERK TO EXECUTE THE MUSEUM
SERVICES AGREEMENT BETWEEN THE CITY OF
AUBURN AND THE WHITE RIVER VALLEY HISTORICAL
SOCIETY
WHEREAS, the. White River Valley Historical Society and the City of Auburn
have a long history of cooperating on Museum related projects; and
WHEREAS, among those projects have been contracts for Museum services
and agreements in support of the City's Museum and the historic Mary Olson Farm;
and
WHEREAS, it is advantageous for the Society and the City to continue their
contracts for services in support of the Museum located in Les Gave Park, 918 "H"
Street S.E., Auburn, Washington, and for the Mary Olson Farm located at 28728
Green River Road Auburn, Washington.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES as follows:
Section 1. The Mayor and City Clerk are authorized to execute the Museum
Services Agreement between the City of Auburn and the White River Valley
Historical Society in substantial conformity with the agreement a copy of which is
attached hereto, marked as Exhibit "A" and incorporated herein by this reference.
Resolution No. 4757
September 30, 2011
Page 1 of 2
Section 2. The Mayor is hereby authorized to implement such administrative
procedures as may be necessary to carry out the directives of this legislation.
Section 3. This Resolution shall take effect and be in full force and effect
upon passage and signature hereon.
DATED and SIGNED this - day of 201
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PETER MAYOR
ATTEST:
Danielle E. Daskam, City Cleric
APP VED AS TO FORM:
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Resolution No. 4757
September 30, 2011
Page 2 of 2
MUSEUM. SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this ,� 4.
day of _, 2011 by and
between the CITY OF AUBURN, WASHINGTON, a municipal corporation of the State of
Washington herein referred to as "CITY", and the WHITE RIVER VALLEY HISTORICAL
SOCIETY, a Washington non-proftt.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 White River Valley Historical Museum and the
Mary Olson Farm, herein collectively referred to as "Museum", are major assets to the citizens
of Auburn and the Valley -at -large; and
WHEREAS, the CITY owns the historic Mary Olson Faun, the built environment of which
is leased by the SOCIETY for purposes of accurate and economic restoration; and the
SOCIETY desires to work together to continue and expand the viability and services of the
Museum including providing research and technical support for other CITY departments on sites
of historical interest; and
WHEREAS, the CITY recognizesthe value of restoration and development of the Mary
Olson Farm funded largely through donations managed by the SOCIETY, developing this site
into a major asset for the citizens of Auburn and the region; and
WHEREAS, the Museum building located in Les Gove Park, 918 "H" Street S.E.,
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
Museum Services Agreement
Resolution No. 4757 Exhibit A
September 30, 2011
Page 1 of 10
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 the CITY and
the SOCIETY; and
WHEREAS, CITY employees in the person of the Museum Director and other CITY and
SOCIETY museum staff members are assigned to develop and manage Mary Olson Farm
programs to benefit the citizens of Auburn; and
WHEREAS, the CITY did purchase the Mary Olson Farm property with the intention of
preserving its natural and historical significance; and
WHEREAS, pursuant to the 2000 MASTER SITE PLAN attached hereto as Exhibit 1,"
the CITY and the SOCIETY plan to continue to restore and operate the Farm property for public
access and education,
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 Goveming 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 more than seventeen (17).
1.3 Selection of Members.
A. Nine (0) members shall be elected by the General Membership of the SOCIETY
in accordance with the SOCIETY bylaws.
Museum Services Agreement
Resolution No_ 4757 Exhibit A
September 30, 2011
Page 2 of 10
B. Eight (8) members shall be appointed by the Mayor of the CITY with the approval
of the Auburn City Council.
C. Members Emeriti may 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 will 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 facilities, and other functions as it
deems necessary or appropriate, modeling all policies as closely as possible to
those of the CITY.
B. Develop long-term plans for the Museum which shall include development of
revenue sources, articulation of capital improvements, collections needs, fees for
Museum services, and marketing strategies.
C. Develop and implement programs for visitor services, collection caretakers, and i
other Museum volunteers including many citizens of Auburn.
D. Prepare and submit to the CITY a long-range plan outlining the operations, goals
and objectives for the future.
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 for the Mayor and City Council
reviewing accomplishments and outlining the upcoming year goals and
objectives.
Museum Services Agreement
Resolution No. 4757 Exhibit A
September 30, 2011
Page 3of10
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:
1. 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 respansibilities in serving the general mission of the SOCIETY as
directly related to the Museum.
Article 4. Mary Olson Farm
A. The CITY owns the Mary Olson Farm (hereinafter the "Farm" when to be
distinguished from the Museum [Museum and Farm]) and manages it as a CITY
park. The CITY thus provides oversight. for the caretakers, holds title to the
caretaker's mobile, and provides for its routine outdoor maintenance.
B. The CITY is responsible for all Farm utilities, security monitoring and insurance
coverage (for events, programs and day to day open hours) as with other parks
in the CITY system.
Museum Services Agreement
Resolution No. 4757 Exhibit A
September.30, 2011
Page 4 of 10
C. CITY employees will develop programs and events for the Farm in coordination
with the SOCIETY staff members, board and volunteers.
D. The SOCIETY is responsible for costs of programs and events at the Farm as
well as the collection of all associated revenues. Any revenue realized by said
events will be retained by the SOCIETY for future improvements and events at
the Farm and Museum which benefit the citizens of Aubum.
Article 5. Staffing.
5.1 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.
5.2 Staff Reporting and Policies.
A. All additional staff at the Museum, whether the position is funded by the CITY or
the SOCIETY, will report directly to the Museum Director and be subject to CITY
policies.
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 professional policies adopted by the SOCIETY.
Article 6. Building, Land and Collection Ownership
This Agreement does not affect the SOCIETY ownership of the Museum building (918 H
Street SE) nor of the artifacts, archives, other historic materials, fixtures, exhibition
materials; furniture, equipment, and other personal property within the Museum building;
Museum Services. Agreement
Resolution No. 4757 Exhibit A
September 30, 2011
Page 5 of 10
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 referencer,
This Agreement does not affect the SOCIETY's Lease (20 year) of the built environment
of the Mary Olson Farm (28728 Green River Road) for purposes of economical and
accurate restoration and development. A copy of the lease is attached hereto as Exhibit
"3" and is incorporated herein by this reference.
Article 7. Finances.
A. The SOCIETY will develop an annual operating and capital improvements budget
for the Museum and the Farm.
B. The SOCIETY may develop grants and promote donations to the Museum for the
operating budget, endowment, designated capital improvements at the Museum
or Farm, 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.
0. 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 demonstrate a benefit to the CITY. The
Museum Services Agreement
Resolution No. 4757 Exhibit A
September 30, 2011
Page 6 of 10
CITY will consider allocations to the Museum as outlined in Article 3 as part of
the normal annual CITY budget process.
Article 8. Duration of Agreement.
8.1 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.
8.2. 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 8.1.
8.3. Amendment.
This Agreement sets forth the full. understanding of the SOCIETY and the CITY and may
not be modified nor amended except by written amendment duly executed by the
SOCIETY and the CITY.
8.4 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.
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 9. SOCIETY Bylaws.
Museum Services Agreement
Resolution No. 4757 Exhibit A
September 30, 2011
Page 7 of 10
9.1 Bylaws incorporated in this Agreement.
The SOCIETY Bylaws are attached hereto as Exhibit W and are hereby 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 10. Indemnification/Hold Harmless,
The CITY and the SOCIETY each agrees to defend, indemnify and hold harmless the
other, its elected and/or 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 actions of the indemnifying party, 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
indemnifying party, 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 indemnfed
party, its elected and appointed officials, employees, or agents. In the event that any suit or
claim for damages is brought against the indemnified party due to the actions of the
indemnifying party, the indemnifying party will defend the CITY at its sole cost and expense;
provided that the indemnified party 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
indemnified party and/or its officers, agents, or employees or any of them, or jointly against the
indemnified party and the indemnifying party and their representative officers, agents,
employees, or any of them, the indemnifying party agrees to fully satisfy the same and the
indemnifying party shall reimburse the indemnified party for any cost and expense which the
indemnified party has incurred as a result of such claim or suit.
Museum Services Agreement
Resolution No. 4757 Exhibit A
September 30, 2011
Page 8 of 10
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 11. Nondiscrimination.
The SOCIETY shall 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 12. 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 throughout the term of this agreement no less than one million
dollars combined single limits per occurrence Board and Offioer'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 13. 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
Museum Services Agreement
Resolution No. 4757 Exhibit A
September 30, 2011
Page 9 of 10
for the governance of the Museum may be signed by the SOCIETY without prior written
agreement by the CITY.
Article 14. General Provision.
This Agreement shall be governed by any applicable laws, regulations, and ordinances
of the CITY, King County, the State of Washin ton, and where applicable, Federal laws.
CITY OF AU
ti
Peter B. Lewis, Mayor
loop -
ATTEST:
Danielle E. Daskam, City Cleric
WHITE RIVER VALLEY HISTORICAL SOCIETY
Judi and, President
Museum Services -Agreement
Resolution No. 4757 Exhibit A
September 30, 2011
Page 10 of 10