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HomeMy WebLinkAbout28931 RESOLUTION NO. 2 8 9 3 2 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND THE CITY CLERK OF THE 4 CITY OF AUBURN TO EXECUTE AN AGREEMENT FOR MUSEUM SERVICES 5 BETWEEN THE CITY AND THE WHITE RIVER VALLEY HISTORICAL SOCIETY FOR THE MANAGEMENT AND FUNDING OF THE WHITE RIVER VALLEY 6 HISTORICAL SOCIETY MUSEUM. 7 8 WHEREAS, the Interim Museum Planning Commission was 9 established by Ordinance No. 4484 to make recommendations for 10 the future governance of the White River Valley Historical 11 Society Museum; and 12 13 WHEREAS, the Interim Museum Planning Commission has 14 recommended that the City of Auburn enter into a five year 15 Museum Service Agreement with the White River Valley 16 Historical Society; and 17 WHEREAS, over one half of those who volunteer, visit, and 18 19 use the Museum facility on a regular basis are Auburn 20 residents; and 21 WHEREAS, the Museum is the main facility in Auburn to 22 preserve the community's heritage and artifacts for future 23 generations; and 24 25 26 --------------------------- Resolution No. 2893 November 17, 1997 Page 1 1 WHEREAS, the Museum will serve to educate the population 2 of Auburn about the history of Auburn. 3 4 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, 5 WASHINGTON, IN A REGULAR MEETING DULY ASSEMBLED, HEREWITH 6 RESOLVES AS FOLLOWS: 7 Section 1. The Museum Services Agreement between the 8 City of Auburn and the White River Valley Historical Society 9 10 which is denominated as Exhibit "A", attached hereto and 11 incorporated herein, is hereby approved by the City Council of 12 the City of Auburn. 13 Section 2. The Mayor is hereby authorized to implement 14 such administrative procedures as may be necessary to carry 15 16 out the directives of this legislation. 17 DATED and SIGNED this day of , 1997. 18 19 CITY OF AUBURN 20 21 22 f 23 CHARLES A. B OTH 24 MAYOR 25 26 --------------------------- Resolution No. 2893 November 17, 1997 Page 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 ATTEST: Danielle E. Daskam, City Clerk APPROVED AS TO FORM: Michael J. Reynolds, City Attorney --------------------------- Resolution No. 2893 November 17, 1997 Page 3 MUSEUM SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 15th day of December, 1997 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-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 SOCIETY recognizes the need to continue to professionalize and grow to better enable it to comply with its Mission and Goals; 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 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 WHEREAS, the land upon which the Museum building is situated is the sole property of the CITY and this Agreement Museum Agreement Resolution No. 2893 Exhibit "A" December 2, 1997 Page 1 does not nullify any previous agreements between CITY and SOCIETY; and 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 such as Olson Canyon. 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, as their highest priority, 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 (9) members shall be elected by the General Membership of the SOCIETY in accordance with the SOCIETY by-laws. Museum Agreement Resolution No. 2893 Exhibit "A" December 2, 1997 Page 2 B. Seven (7) members shall be appointed by the Mayor of the CITY with the approval of the CITY Council. C. One (1) member may be appointed by the City of Kent. 1.4 Meetings. A. All Board and General Membership meetings of the SOCIETY shall comply with the State of Washington Open Meeting Act. B. The minutes and agenda shall be a matter of Public Record and shall be filed with the CITY Clerk. C. The Museum Director and/or a representative from the CITY should be present at all meetings of the SOCIETY. Article 2. Responsibilities of the SOCIETY. The SOCIETY with the assistance of the Museum Director will 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. 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 a Docent program, collections caretakers, and other Museum volunteer activities. Museum Agreement Resolution No. 2893 Exhibit "A" December 2, 1997 Page 3 D. Prepare and submit to the CITY an annual report reviewing the operations for the previous year and defining the goals and objectives for the Museum in the coming year. E. This Article does not prohibit the SOCIETY from carrying on other activities authorized by the SOCIETY'S charter, by-laws, or mission statement. 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 from CITY personnel, services will be provided to assist with exhibit installation, building repairs, and other related tasks. Museum Agreement Resolution No. 2893 Exhibit "A" December 2, 1997 Page 4 3. 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. Article 4. Staffing. 4.1 Museum Director. The Museum Director shall be employed by and compensated by the CITY and shall receive all normal CITY benefits. He/she shall be subject to all policies and procedures of CITY employees as well as Museum policies adopted by the SOCIETY. The Museum Director's performance in regard to the administration of the Museum shall be reviewed annually in compliance with regular CITY personnel procedures. Prior to the review, the Museum Director's supervisor will meet with the President of the Board of Directors for a confidential evaluation of his/her performance. 4.2 Other Museum Staff. A. All additional staff at the Museum, whether the position is funded by a municipality 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. Museum Agreement Resolution No. 2893 Exhibit "A" December 2, 1997 Page 5 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 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. Article G. Finances. 6.1 SOCIETY Budget. 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, 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 time upon 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 Museum Agreement Resolution No. 2893 Exhibit "A" December 2, 1997 Page 6 needs for the upcoming year. The CITY may consider funding special projects, programs, capital equipment, capital projects, or exhibits to take place at the Museum which clearly 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 five (5) years beginning the 1st day of January, 1998 and ending the 31st day of December, 2002. 7.2 Renewal. This Agreement may be renewed for an additional five- (5) years upon mutual agreement by the CITY and the SOCIETY six (6) months prior to the expiration of this Agreement. 7.3 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. 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. Museum Agreement Resolution No. 2893 Exhibit "A" December 2, 1997 Page 7 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 shall 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 to and incorporated within this Agreement. 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 Museum Agreement Resolution No. 2893 Exhibit "A" December 2, 1997 Page 8 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 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 damage is brought against the CITY 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 claim alleged acts, errors or omissions occurring during the term of this Agreement. Museum Agreement Resolution No. 2893 Exhibit "A" December 2, 1997 Page 9 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 handicap. 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. 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 Museum Agreement Resolution No. 2893 Exhibit "A" December 2, 1997 Page 10 the governance of the Museum may be signed by the SOCIETY without prior written agreement by the CITY. Article 13. General Provisions. 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. CITY OF AUBURN Charles A. Booth Mayor ATTEST: D ielle E. City Clerk ??s dam JAP ROVED AS TO FORM: Michael J. Reynolds City Attorney Museum Agreement Resolution No. 2893 Exhibit "A" December 2, 1997 Page 11 WHITE RIVER VALLEY HISTORICAL SOCIETY BY: TITLE: ' STATE OF WASHINGTON ) ss COUNTY OF KING ) On this day of 199,8, before me, the undersigned, a Notary Public in and for the State of LWashington, personally appeared -74 to me known to be the 1i_el S of WHITE RIVER VALLEY HISTORICAL SOCIETY, the non-profit corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said non-profit corporation, for the uses and purposes therein mentioned, and on oath stated that he/ is authorized to execute said instrument on behalf of said non-profit corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the date hereinabove set forth. o••??,?,E E. pq ?4'•. ?? .•55ioa F s41F io : •?? i r • R- a:fo? NOTARY 9N r% r Z • ,.. NOTARY PUBLIC in and for th State of Washington, residing at MY Comm ISS gN expires: Id-2- / Museum Agreement Resolution No. 2893 Exhibit "A" December 2, 1997 Page 12