HomeMy WebLinkAbout2893 (2) RESOLUTION NO 2 8 9 3
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3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, AUTHORIZING THE MAYOR AND THE CITY CLERK OF THE
`1 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
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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
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Society Museum; and
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WHEREAS, the Interim Museum Planning Commission has
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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
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WHEREAS, over one half of those who volunteer, visit, and
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use the Museum facility on a regular basis are Auburn
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20 residents; and
21 WHEREAS, the Museum is the main facility in Auburn to
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preserve the community' s heritage and artifacts for future
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generations; and
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Resolution No 2893
November 17, 1997
Page 1
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WHEREAS, the Museum will serve to educate the
population
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of Auburn about the history of Auburn
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4 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
5 WASHINGTON, IN A REGULAR MEETING DULY ASSEMBLED, HEREWITH
6 RESOLVES AS FOLLOWS
Section 1 . The Museum Services Agreement between the
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City of Auburn and the White River Valley Historical Society
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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
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Section 2 . The Mayor is hereby authorized to implement
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such administrative procedures as may be necessary to carry
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16 out the directives of this legislation ///J, � // '. � /
17 DATED and SIGNED this /.6- 1- day of /iV//L„H�c./_/� , 1997
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19
CITY OF AUBURN
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22 �U(3311�'s c4-
e
23 CHARLES A B OTH
24 MAYOR
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Resolution No 2893
November 17, 1997
Page 2
1 ATTEST
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4 -Si • ��/ -•_���
Danielle E Daskam,
5 City Clerk
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8 APPROVED AS TO FORM
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10 '
11 I
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12 Michael J Reynolds,
City Attorney
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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 6. 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
��aAI�S
Q ,
Charles A Booth
Mayor
ATTEST:
4.� 6,
D ielle E Danp4cin,
City Clerk Theis/Cam
AP•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 S 1 c-----ll
PO-e n5
TITLE: rrPSigtu4----
STATE OF WASHINGTON )
) ss
COUNTY OF KING
VI day this c 0� day of l
1991, before me, the undersigned, a Notary Public in and for
the State of Washington, personally appeared
SJe r hi-
, to me known to be the
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/KS 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
,•, ,,
1j"C ^np,
co Oc-(s.gio eCti,est /eOtt-C<>/(at
NOTARY 9N•.i
u, r u::uc o, 2 NOTARY PUBLIC in and for the State
� �RZS". A of Washington, residing atE-ws,,,,z,•
t *WASN*.J• MY COMMISSION expires•
Museum Agreement
Resolution No. 2893 Exhibit"A"
December 2, 1997 Page 12
Citr or
CHARLES A.BOOTH,MAYOR f AUBURN CITY CLERK
Danielle Daskam,City Clerk �'. .r„ 25 West Main, Auburn,WA 98001
Cathy Richardson,Deputy City Clerk 1�W 111 1l City Clerk:(253)931-3039
Tame Bothell,Records/License Clerk ���f!� )Business Registration:(253)931-3007 Fax:(253)288-3132
�� �— e. mac
STATE OF WASHINGTON)
) ss.
COUNTY OF KING
I, Danielle Daskam, the duly appointed, qualified City Clerk of the City of Auburn,
a Municipal Corporation and Code City, situate in the County of King, State of
Washington, do hereby certify that the foregoing is a full, true and correct copy of
Resolution No 2893 of the resolutions of the City of Auburn, entitled "RESOLUTION
NO 2893
I certify that said Resolution No 2893 was duly passed by the Council and
approved by the Mayor of the said City of Auburn on the 15th day of December, 1997
Witness my hand and the seal of the City of Auburn this 23rd day of February, 1998
'
Danielle Daskam, City Clerk
City of Auburn