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HomeMy WebLinkAboutC-26341100-60 C- 200 AGREEMENT REGARDING THE OPERATION OF THE RUTH AND CHARLES GILB ARCADIA HISTORICAL MUSEUM BETWEEN CITY OF ARCADIA AND THE ARCADIA HISTORICAL SOCIETY THIS AGREEMENT is made and entered into this day of D-V110, , 2011 by and between the City of Arcadia, a charter city in the state of California and municipal corporation (the "CITY "), with its principal place of business at 240 West Huntington Drive Arcadia, CA 91006 and the Arcadia Historical Society, a not for profit organization ( "SOCIETY "), with its official address of P.O. Box 60021, Arcadia, CA 91066 -6021. RECITALS WHEREAS, because plans were developed to build the Ruth and Charles Gilb Arcadia Historical Museum (the "Museum "), the CITY and SOCIETY entered into an agreement whereby the CITY would own and maintain the building, the SOCIETY would lease the building from the CITY and the CITY would manage the Museum. When the SOCIETY volunteer curator announced her retirement, the CITY agreed to fund a staff position and take over operation of the Museum. Operational responsibility and oversight was transferred by the City Manager from his office to the City Librarian; and WHEREAS, on November 6, 2001, the City Council created the Arcadia Historical Museum Commission to serve in an advisory capacity to the City Council about the operations of the Museum. The seven - member commission is comprised of four members suggested by the SOCIETY and approved by the Council; two members suggested by the City Council and one member suggested by the Library Board of Trustees in recognition of the Library's longstanding collection of and commitment to preserving Arcadia history. On May 6, 2003, the 1999 agreement between the CITY and the SOCIETY was terminated and a new agreement was made. In November 2005, an agreement between the CITY and SOCIETY for the operation of the Museum Gift Shop was signed. On May 5, 2011, the Gift Shop was closed and SOCIETY merchandise removed; and WHEREAS, as of March 2011, the SOCIETY adopted a new Mission Statement: The mission of the Arcadia Historical Society is to preserve, protect, interpret and promote community interest in the history of the City of Arcadia and its immediate environs.; and WHEREAS the Friends of the Museum are now known as the Friends of the Society; and WHEREAS, the Museum is funded and managed by the CITY, has its own City Commission and no longer requires direct SOCIETY input; and WHEREAS, the SOCIETY informed the City Manager and Director of Library and Museum Services on April 13, 2011 that the SOCIETY wishes to remove their collections including but not limited to their photographs, ephemera and any artifacts that the Museum does not wish to use for exhibits; and WHEREAS, because this new mission statement has been broadened to enlarge the SOCIETY'S efforts and no longer makes specific mention of the Museum and because of the SOCIETY'S decision to remove some or all of their property from the CITY Museum and because of the acknowledged need on the parts of the CITY and the SOCIETY to clarify and detail ownership of Museum artifacts, ephemera, archives, books, and photographs, a new agreement is needed and entered into in this Memorandum of AGREEMENT. NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained, the parties agree as follows: AGREEMENT ARTICLE 1. OWNERSHIP OF MUSEUM ARTIFACTS, EPHEMERA, ARCHIVES, BOOKS, AND PHOTOGRAPHS Section 1.1. The Museum and SOCIETY artifacts, ephemera, archives, books, and photos shall herein be referred to collectively as "artifacts." Both the CITY and the SOCIETY acknowledge that artifacts acquired by the SOCIETY before the opening of the Museum on October 20, 2001 belong to the SOCIETY and those artifacts acquired since the Museum's opening belong to the CITY. Section 1.2. Both the CITY and the SOCIETY acknowledge that some artifacts accepted since October 20, 2001 may have donation records that designate certain gifts as the property of the SOCIETY. Section 1.3. Both the CITY and the SOCIETY acknowledge that where donation records for a particular artifact do not exist or are unclear, ownership will be determined by mutual agreement of the Museum and the SOCIETY. Section 1.4. The SOCIETY agrees to supply Museum staff with copies of its original donor records in order for proper determination of ownership. Section 1.5. The SOCIETY agrees that the removal of their property will take place no later than one year from the date of signing of this agreement in order to allow the Curator time to separate the SOCIETY'S artifacts from the CITY'S. Section 1.6. The SOCIETY agrees that it will not represent itself as operating or being responsible for the Ruth and Charles Gilb Arcadia Historical Museum in any of its publications, literature or website. ARTICLE 2. OPERATION OF THE MUSEUM Section 2.1. The Mission Statement of the Museum as adopted by the Historical Museum Commission on April 3, 2002 states: The mission of the Ruth and Charles Gilb Arcadia Historical Museum is to collect, preserve and recognize Arcadia's heritage; to create a shared identity for a diverse community; and to celebrate the City's rich history with exhibits and educational programs that will encourage community involvement. Section 2.2. The SOCIETY agrees that the SOCIETY is willing to make a long term loan to the Museum, its employees and officials certain of the SOCIETY'S artifacts for exhibits as is mutually agreeable to both parties. Both parties agree that this long term loan will be at the discretion of the SOCIETY and documented according to standard museum practices. This loan agreement shall be renewed annually. ARTICLE 3. HOLD HARMLESS Section 3.1. The SOCIETY agrees to hold harmless the CITY, its officials, employees, and volunteers from any claims for damage, loss or normal and expected deterioration of the SOCIETY'S artifacts as artifacts age. ARTICLE 4. FINE ARTS INSURANCE Section 4.1. The SOCIETY agrees to pay promptly, upon demand by the CITY, one - half (1/2) of the annual cost of Fine Arts Insurance during the term of this agreement. The CITY shall obtain all such insurance as determined reasonable and appropriate by the CITY, in its reasonable discretion. ARTICLE 5. HISTORICAL SOCIETY OFFICE Section 5.1. The CITY agrees to provide the SOCIETY with office space at the Museum at no cost according to the terms set forth herein below until November 15, 2011: Section 5.2 Because of space limitations, the SOCIETY will be permitted to only maintain the space it presently occupies, which is approximately fifty -six (56) square feet; Section 5.3 The SOCIETY will not make any alterations to the space it presently occupies or the space's adjacent walls without the express permission of the Director of Library and Museum Services; Section 5.4 The SOCIETY will pay for its own telephone service and Internet connection; Section 5.5 The SOCIETY agrees to maintain its answering machine and not depend upon Museum staff to carry out any of the SOCIETY'S business; Section 5.6 The CITY will pay for all other utilities. Section 5.7 The CITY will continue to offer the SOCIETY the use of the Museum's post office box as its official address until such time as the SOCIETY informs staff of their new official address but not later than November 15, 2011. Until such time, the Curator will continue to pick up the SOCIETY'S mail at City Hall and deliver it to the SOCIETY'S office. ARTICLE 6. FUNDRAISING BY THE SOCIETY ON MUSEUM PREMISES Section 6.1. The SOCIETY agrees to turn over to the CITY the fundraising efforts listed herein below with the understanding that all funds raised will be deposited directly into the Museum's Gift and Grants Trust Fund, which is held by the CITY for the Museum's benefit. Museum staff will use these funds to help further the mission of the Museum. Section 6.1.1 Donor Leaves: Museum staff will manage donations and order new leaves; Section 6.1.2 Donation Box: Donation monies will be handled by Museum staff, and Section 6.2 Other Fundraising Activities: The Director of Library and Museum Services may authorize the use of Museum premises for fundraising activities by the SOCIETY or any other Museum support organization at no charge and in keeping with the Museum's schedule, the Patio Rental Policy and any other relevant existing policies. ARTICLE 7. USE OF CITY OFF -SITE STORAGE Section 7.1. The SOCIETY agrees that its current use of free, off -site storage at the CITY'S storage facility on Huntington Drive may be subject to a change in status and that such use is governed by the availability of space, or by any management agreement into which the CITY may freely enter. This may include, but is not limited to, fees for use. Section 7.2 The Curator will have access to the SOCIETY'S storage units in order to relocate any SOCIETY artifacts from the Museum to storage until September 15, 2011. ARTICLE 8. USE OF MUSEUM FOR MEETINGS Section 8.1. The SOCIETY, its Board, and the Friends of the Society are welcome to use the Museum space for meetings and events at no charge on condition that the SOCIETY makes arrangements at least one (1) week in advance with the Curator to check on the availability of space. ARTICLE 9. ADHERENCE TO CITY POLICIES Section 9.1. The SOCIETY agrees that its use of the premises will be governed by the City Charter and the City Administrative Policies such as the Political Activities Policy and the Non - Harassment Policy. ARTICLE 10. TERM OF AGREEMENT Section 10.1. The term of this AGREEMENT shall be for a period of one (1) year unless earlier terminated as provided herein and shall commence after (1) the City Council has approved and caused execution of this AGREEMENT and (2) the SOCIETY has approved, signed and returned to the CITY an original copy of this AGREEMENT. This AGREEMENT may be terminated at any time, with or without cause, by either the CITY or the SOCIETY upon the submission of a notice of termination thirty (30) days before the effective date of termination. ARTICLE 11. ENTIRE AGREEMENT AND SEVERABILITY Section 1 I. L This AGREEMENT contains the entire AGREEMENT of the CITY and SOCIETY with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both the CITY and SOCIETY. If any portion of this AGREEMENT is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. ARTICLE 12. GOVERNING LAW This AGREEMENT shall be governed by and construed in accordance with the laws of the State of California. In the event of litigation arising out of or relating to this AGREEMENT, the CITY and SOCIETY consent to the exclusive jurisdiction and venue of the state courts of and federal courts in Los Angeles County, California. ARTICLE 13. COOPERATION; FURTHER ACTS The CITY and SOCIETY shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this AGREEMENT. IN WITNESS WHEREOF, the CITY and the SOCIETY have executed this AGREEMENT as of the dates set forth below. • -Mhg�y 700-4 or o he City of Arcadia ski 7 Zo�i Date ttest• Auf&,e A4 S tY Clerk of the City of rcad > )Joie $, .gol l Date —Z. reside Arcadia Histo 'cal Society Date ey d-0 z