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HomeMy WebLinkAboutItem 01 Annual Joint Work Session with Springfield Museum Board and Director AGENDA ITEM SUMMARY Meeting Date: 4/10/2017 Meeting Type: Work Session Staff Contact/Dept.: Anette Spickard, DPW Brenda Jones, DPW Staff Phone No: 726-3697; 726-3610 Estimated Time: 45 minutes S P R I N G F I E L D C I T Y C O U N C I L Council Goals: Preserve Hometown Feel, Livability, and Environmental Quality ITEM TITLE: ANNUAL JOINT WORK SESSION WITH SPRINGFIELD MUSEUM BOARD AND DIRECTOR ACTION REQUESTED: Meet with the Museum Board and Interim Director to discuss issues of mutual interest and concern. ISSUE STATEMENT: The City owns the Springfield Museum building and its permanent collection of historical artifacts. Under an agreement that renews annually, the City contracts with Springfield Museum Board (a non-profit corporation) to manage the Museum for the benefit of the community. The City / Museum Board management agreement sets forth obligations for both parties. The Work Session will allow a discussion of these. ATTACHMENTS: Attachment 1: 2017 Museum Board Annual Report Attachment 2: Letter from the Chair of the Museum Board of Directors Attachment 3: Springfield Museum Board of Directors Roster Attachment 4: 2016-2017 Management Agreement Attachment 5: Springfield Museum Exhibits 2016-2017 Attachment 6: Springfield Museum Budget 2016-2017 Attachment 7: Springfield Museum Profit & Loss YTD March 1, 2017 DISCUSSION/ FINANCIAL IMPACT: Taylor Harwood, the Interim Museum Director, will present the annual report to Council (see Attachment 1) which includes an overview of their performance under the terms of the contract on pages 2 and 3. The Management Agreement at Section 7 (see Attachment 4, page 5) addresses compensation for Museum Board management services. Absent any changes by Council, the contract will renew with the same terms on July 1, 2017 for the FY18 contract year. The base fee has been $45,000 since 2008 with some one-time allocations for specific projects in 2008 and 2010. The fee is paid from the City’s Room Tax Fund as a tourism project. The City proposes the base fee remain at $45,000 for the FY18 contract year. In addition the City makes approximately $16,000 of in-kind contributions toward the operation of the Museum from the General Fund: utilities and property insurance for the building; custodial services, supplies, security, and alarm system monitoring; Information Technology services; computer equipment; and a staff liaison to the Museum Board to answer contract questions and resolve issues. The City makes approximately $9,500 of in-kind contributions toward the operation of the Museum from the Booth Kelly Fund: free storage space and utilities at Booth-Kelly for unit #145. Page 1 of 4 Highlights 2016-2017 Provided a variety of exhibits – Partnered with several community organizations to bring new content to Springfield Balanced budget – Museum finances for FY2016 are healthy; FY2017 projections show a deficit Fundraising firsts – History & Hops fall fundraiser, upcoming Arts & Crafts Fair fundraiser in June Expanded the Board of Directors – Full Board at 9 members and growing Increased volunteer numbers – 9 volunteers who collectively donate about 80 hours per week Increased media outreach – Continued a robust presence on our website and Facebook; reactivated our Twitter account; started a monthly eNewsletter; regularly appeared in The Register-Guard calendar and ArtWalk publications Collections management – On track to complete the first full inventory of the Museum collection Operations – Documented relevant information covering Museum operations and resources Year in review: This has been a year of growth and transition at the Springfield Museum. The Museum has increased its number of both volunteers and Board members. Attendance continues to rise. Social media outreach has grown, allowing the Museum to reach more members of the community. The Museum produced six exhibits last year and plans a full six to seven for next year, all on topics of local history and art. The previous Executive Director, Ben Johnson, left for a new position in May 2016. The Board of Directors hired Jennifer Thompson to serve as Interim Executive Director, followed by the current Interim Executive Director, Taylor Harwood. Taylor is leaving the Museum in the fall to pursue graduate studies. The Board of Directors has formed a Hiring Committee to recruit a permanent Executive Director by August 2017. Ben Johnson left the Museum in a strong position and Board members, staff and volunteers have worked hard to keep the Museum operating smoothly, so it has continued to flourish despite an extended period of transition. Board members and Interim EDs have steered the Museum in a creative new direction. With consistent leadership, the Springfield Museum will continue on this positive course, staying active in the community, caring for collections, and providing quality exhibits for the public. Exhibits This year, exhibits were curated in collaboration with multiple community partners, including the Springfield Police Department, the Lane County Sheriff’s Office, the Springfield Community Parade Corporation, Willamalane, Community Alliance of Lane County, the Springfield Historic Commission, and the Springfield School District. In addition to bringing rich content for the public to enjoy, these partnerships extend our community outreach. Over the past year, the Museum has met our contractual obligation of providing six exhibits per year. (See attached.) Attachment 1, Page 1 of 4 Page 2 of 4 2016 Exhibits:  First to Assemble: The Oregon National Guard and the 162nd Infantry Regiment  Highway 99 Revisited  Springfield Student Art Exhibition  Behind the Badge: Law Enforcement Lane County  People, Parks and Play: A History of the Willamalane Parks and Recreation District  Community on Parade: 64 Years of the Springfield Christmas Parade 2017 Exhibit Schedule:  Quilting Then and Now  Expressions: local art feature  Springfield Student Art Exhibition  We Are Neighbors photography collection  When Springfield Was Young: Establishment and Development of the City Center  Covered Bridges of Lane County  Unexplained Oregon Finances The Springfield Museum is projected to end FY2016-17 with a small net income, an increase of over 250% from last fiscal year. In addition to the City of Springfield’s contribution, exhibit sponsors and new fundraising efforts brought income to the Museum. Last year, the Museum budget balanced for the first time in five years, and this year continued the same positive trend. The previous Director reduced the deficit by more than $30,000 and left only a negligible deficit last year. Even with increased income from fundraising and exhibit sponsorships, the anticipated increase in Executive Director payroll expenses means that the FY 2017-2018 budget projects a deficit. Even with consistent and careful management and increased fundraising, it will be difficult to regularly turn a profit. Fundraising This year we have developed a fundraising cycle for the Museum, laying the groundwork for years to come. Last fall we held the first annual History & Hops fundraiser, and on June 9th the Museum will host a local craft fair. History & Hops raised $1,500 after expenses—excellent for a first-time fundraiser, especially considering this outdoor event suffered from wind and rain. We predict a more successful event this year, with an earlier event date, August 11th to increase the likelihood of good weather. Continuing these annual fundraising events will provide a regular funding base going forward. Board of Directors The Springfield Museum Board of Directors is dynamic, multi-talented, and continuing to grow. Nine Board members bring a variety of skills and resources, including backgrounds in areas of business, law, grant-writing, Museums, and management. In the past year, Board members have invested their time in a fundraising committee, which planned the first History & Hops fundraiser and is currently planning spring and fall fundraisers for 2017; a membership committee, which brought in several new Board members; and a hiring committee, which is in the process of hiring a new Director. Board members worked on fundraisers, volunteered their time at the Museum, and showed their support by regularly attending Museum events. Attachment 1, Page 2 of 4 Page 3 of 4 Volunteers and Staff Since December, the Museum has almost doubled our volunteer numbers, adding 4 volunteers from a variety of backgrounds. These volunteers help with exhibition installation, greet visitors, give tours, assist with archives and research exhibits. Paid staff remains limited to one full-time and one half-time employee. Publicity and Social Media We maintain an informative, up-to-date website. The Museum regularly engages on social media platforms (Facebook likes on the Springfield Museum page have increased by over 75% in the past year and Twitter has seen a 6.5% increase since I revived it in December). Exhibit openings regularly received mention in the Register Guard calendar, in the Springfield Times while it was running, and on the KEZI events calendar. In January, I began sending a monthly eNewsletter to Museum supporters to keep them apprised of new events and engaged with the Museum. Inventory and Collections Museum volunteers have completed inventory and organization of the Museum vault. We have begun inventorying collection items located at the Museum’s storage unit to complete the inventory begun in 2015. The next collections goal is to make collections more accessible to the public. The first step I’ve taken towards this goal is displaying a selection of the Museum’s photograph collection on two screens at the Museum, one internal and one facing out the window on Main St. to draw in visitors. When possible, I have prioritized using Museum collections in exhibits instead of relying primarily upon outside materials. The next major collections project will meet this goal by making collections accessible through the Museum website. Standard Operating Procedures I have compiled documents to systematize operations and prevent the Museum from being person-dependent. This detailed account of Museum operations and community partners will be valuable for the next Executive Director and beyond. Expanding upon what the Museum has developed in the past will help maintain consistency through leadership change. Summary of Museum performance under terms of Management Agreement Section 4. The Manager A. Manager shall operate the Museum for the purposes described in the Recitals… Manager shall use its best efforts to keep the Facility open to the public not less than two hundred forty days per year. The Springfield Museum is open 5 days per week. We were open for a total of 255 days in 2016, allowing for federal holidays and icy weather. B. Manager shall sponsor no less than six (6) exhibits per year in “The Kathleen Jensen Gallery.” The Museum sponsored six exhibits in the Kathleen Jensen Gallery in 2016 and will do the same by the end of 2017. One staff member is solely responsible for research, design, fabrication, installation, promotion and fundraising for each exhibit. This year, a volunteer assisted with installation and another volunteer conducted research for one exhibit. C. Manager shall protect the community’s investment in the Permanent Exhibit, Historic Springfield Interpretive Center, by reserving the space solely for this purpose and for no other use. The Museum continues to devote the second floor to the Interpretive Center. The permanent exhibit will need to be updated at some point. D. Manager shall provide for the care of the Permanent Collection. Manager may engage in conservation and restoration of items in the Permanent Collection. Attachment 1, Page 3 of 4 Page 4 of 4 Although we continue to accept donations to the Permanent Collection, the Museum storage is close to capacity. Museum staff and volunteers recently completed a condition assessment of the onsite collection. The condition of offsite collection items will be assessed this year, subject to volunteer availability. E. Manager will protect the Permanent Collection and provide for its accessibility to the citizens of Springfield. We continue to care for the Permanent Collection with the space and resources available. F. Manager shall maintain the completed Inventory Catalog of the City’s Permanent Collection. We are working to complete the inventory begun in 2015. We have completed onsite assessment and begun inventory offsite at the Museum storage unit. G. Manager shall provide an education program for Springfield youth. The Museum continues to lack the resources and space to create an education program for Springfield youth. We provide tours to classes on request and work to include educational and youth-oriented aspects in exhibits. H. Manager shall continue to make the Permanent Collection resources available to the community. Researchers are able to access the Permanent Collection on request. Items from the Permanent Collection were displayed in half of the exhibits last fiscal year. We are increasing accessibility by displaying Museum photographs in the Museum, and plan to them available on our website. I. Manager shall be actively involved in the community. In addition to cultivating community partnerships and hosting community events at the Museum, the Board of Directors and Museum staff actively promote Museum exhibits and activities. J. Manager shall furnish necessary personnel to provide the services set forth in this Agreement and shall be solely responsible for wages, benefits, worker’s compensation insurance, unemployment insurance, and all other Costs associated with Manager’s employees or volunteers. We have one half-time staff member paid through the federal SCSEP job training program and one full-time staff member (Director) paid through the Museum. The Springfield Museum maintains its 501(c)3 status as per section 6 and has complied with all insurance requirements articulated in section 8 of the Management Agreement. Looking to the Future The City of Springfield’s investment in the Museum creates a welcoming, educational space for visitors. In December, the Springfield Museum was the venue for a First Fridays Communities of Color Networking event, hosted by the City of Springfield and Springfield School District. The February 2017 exhibit opening included live music and a painting and dance demonstration. The May 2017 exhibit opening will feature live music and poetry readings. These events open the Museum for use as a community space and show the potential for future events and programs at the Museum. As the 2016-2017 exhibits demonstrate, the Springfield Museum continues to provide a wide variety of exhibits, serving the diverse interests of residents of Springfield, Lane County, and beyond. As our community partnerships flourish and the Museum becomes a destination in its own right, the Museum’s potential to boost the economic revitalization of downtown expands. The Springfield Museum continues to reestablish itself as an active attraction in downtown Springfield, fulfilling our mission preserve and interpret local history, enriching the cultural life of our community, and encouraging more visitors to the area. Attachment 1, Page 4 of 4 Springfield City Council: 2016 was an eventful year for the museum. In May, our Executive Director, Ben Johnson, left the museum to take on a new museum director position in New York. Though a hard loss, we acted quickly and hired a new Interim Director, Jenn Thompson, in his place. Jenn saw us through our Willamalane exhibit and our first History & Hops fundraiser and then handed the reigns on to our current Interim Director, Taylor Harwood. Taylor has done an excellent job in her role and is making significant strides in setting the museum up for continued success. With only 6 months in her position, Taylor has done the following 4 exhibits:  Community on Parade: 64 Years of the Springfield Christmas Parade  Quilting Then and Now  Expressions: local art feature  Springfield Student Art Exhibition In addition, she has been able to find sponsors for our exhibits and has added 4 volunteers (for a total of 9) to our volunteer pool. Taylor also helped us with History & Hops; is in process of securing a grant for us; is helping us plan two large fundraisers this year; and is aiding in our search of a new Executive Director. The year was not without its valleys, but the museum met its contractual obligations to the city and as a result of not having an ED for a period of time, was able to operate in the green. We accomplished our major goals of 2016, fundraising and increasing board membership. History & Hops and biannual appeals to community members and businesses expanded museum fundraising. In addition, we have increased our board size to 9 members – all of whom bring a unique skillset that will help pave our way to success. Moving forward, the museum continues to face challenges with our budget. With only a small cash reserve, the museum cannot afford to operate in the red. Furthermore, it is not ethical for us to hire an Executive Director for a salaried position at 40k/year without the financial backing to sustainably support it. For these reasons, the Springfield Museum Board is seeking one of two outcomes: 1. The museum goes back under the city’s umbrella. 2. The museum receives additional funding of $20,000/year so that we can continue to fulfill the city’s contractual obligations. We welcome your feedback and continued support as we move forward. We are optimistic for the future of the Springfield Museum and are excited for the projects we have ahead of us. Thank you for your time and concern. Michael Herron Board President Attachment 2, Page 1 of 1 Springfield Museum Board of Directors MAILING ADDRESS PHONE APPOINTMENT DATE RE- APPOINTMENT DATE EXPIRATION DATE HERRON, Michael - PRESIDENT H: W: 3/2014 3/2017 LALLIER-BARRON Megan– VICE-PRESIDENT H: W: 1/2016 1/2019 SANDELL, Tiffany- SECRETARY C: 12/2016 2020 RIFENBURG, Kathryn C: 2016 2019 LIGHT, Ryan C: 10/2016 2019 BUTTERFIELD, Liz C: 12/2016 2020 SELVEY, Erin C: W: 12/2016 2020 MLYNSKI, Kasia JONES, Brenda – City Liaison 225 5TH Street Springfield, Oregon 97477 W: bjones@springfield-or.gov H: H: W: 541.726.3610 C: 2/2017 2015 2020 Edited 3/2017 tharwood Attachment 3, Page 1 of 1 CITY OF SPRINGFIELD/SPRINGFIELD MUSEUM Contract # 1691 MANAGEMENT AGREEMENT July 1, 2016 PARTIES: Springfield Museum, hereinafter "Manager" An Oregon non-profit corporation administered by a volunteer Board of Directors organized for charitable, educational, social, and archival purposes including, but not limited to, the support of the facility known as the Springfield Museum City of Springfield, hereinafter "City" A municipal corporation of the State of Oregon which is the owner of the building known as the Springfield Museum and the Permanent Collection of historic artifacts, documents, oral histories, photographs, and other donated items Account Number Percentage 650099-208-01170 100% RECITALS: A. City is the owner of a facility known as the Museum and a permanent collection of historic artifacts, documents, oral histories and photographs. The collection of historic artifacts, documents, oral histories and photographs is housed at the Museum and other appropriate sites by City. B. Manager is a non-profit corporation engaged in cultural, educational, social, archival and charitable pursuits, and has experience and skill in the area of museum management. C. City desires to provide a forum for our community's historical and contemporary culture by providing a Museum for the citizens of Springfield and visitors to the area. D. Manager desires to assist City in providing such forum and maintaining and cultivating the permanent collection of artifacts, documents, oral histories and photographs. E. Manager desires to encourage and sponsor exhibits, exhibitions and displays including both permanent collection and other private artifacts, documents oral histories and photographs as well as other events related to the history of Springfield. F. Manager wishes to provide and maintain an incidental gift shop and gallery at the Museum at which items may be sold and the revenues derived therefrom be applied by Manager solely for the purpose for supporting the museum. G. The Parties wish to provide for the management of the Museum and the maintenance and cultivation of the permanent collection and other private artifacts, document, oral histories and photographs by the Manager. H. The Parties wish to provide for the maintenance and protection of the Historic Springfield Attachment 4, Page 1 of 8 Interpretative Center at the Museum. NOW THEREFORE, based on the forgoing Recitals, the Parties agree as follows: Section 1. Term. A. This Agreement shall take effect on July 1, 2016. The Agreement may be amended annually, to extend the term stated herein, upon mutual agreement of the parties unless either party provides the other party with notice of intent to terminate this Agreement not less than sixty days prior to July 1 of each year. In negotiating any extension CITY shall consider the requirements of SMC Section 2.708(3). B. Invoice. Invoice to be sent to: Accounts Payable - City of Springfield, 225 5th Street, Springfield, OR 97477 or email to ap@springfield-or.gov. Invoice will be paid on the check run nearest January 15th and July 15th. The invoice must reference this contract #1691 and approval code #712. Section 2. Ownership of Collection, Facility and Improvements. A. The Museum is the property of the City and any permanent improvements to the Museum shall inure to the benefit of the City. The Manager is not a tenant of the City and does not by this Agreement acquire any right to occupancy or possession of the Museum, except as may be required to perform its duties under this Agreement. B. All donations of artifacts, documents, oral histories and photographs accessioned into the Permanent Collection are property of the City. The Manager does not by this Agreement acquire any right to the Permanent Collection of historic artifacts, documents, oral histories and photographs or any other donated items. C. The Permanent Collection accession policy and procedure is described in Exhibit B. D. Future donations to the City, Museum or Manager meeting the criteria for accession to the Permanent Collection shall be the property of City. Except for Fund Raising Activities described in Section 6, Manager shall accept no donations for Manager. Section 3. City Responsibilities. A. City shall provide for the storage of the Permanent Collection and those items awaiting a determination with respect to accession. Current storage includes one offsite unit. Manager will be allowed access to the unit at any time. The City will cover all costs for the storage. B. City will provide four parking passes for use of the Manager's volunteers. C. The Manager will be provided four keys to the Museum to provide administration services. City security personnel will continue to secure the building each evening and open and close the building on Saturdays. D. The City will continue the maintenance schedule currently in place including exterior window washing. E. The City will continue to host the Manager’s Museum website on its server. Attachment 4, Page 2 of 8 F. The City will provide the Manager the telephones currently in the Museum and the City’s telephone system for local dial tone. Manager shall reimburse City for all long distance calling. City will submit an annual statement to manager which shall be promptly paid. Section 4. The Manager. A. Manager shall operate the Museum for the purposes described in the Recitals. Except as specified in subsections 4B and 4C below Manager shall have the discretion to determine the nature and type of exhibitions and the exhibition schedule. Manager shall use its best efforts to keep the Facility open to the public not less than two hundred forty days per year. B. Manager shall sponsor no less than six (6) exhibits per year in “The Kathleen Jensen Gallery.” C. Manager shall protect the community’s investment in the Permanent Exhibit, Historic Springfield Interpretive Center, by reserving the space solely for this purpose and for no other use. D. Manager shall provide for the care of the Permanent Collection. Manager may engage in conservation and restoration of items in the Permanent Collection. E. Manager will protect the Permanent Collection and provide for its accessibility to the citizens of Springfield. F. Manager shall maintain the completed Inventory Catalog of the City’s Permanent Collection. G. Manager shall provide an education program for Springfield youth. H. Manager shall continue to make the Permanent Collection resources available to the community. I. Manager shall be actively involved in the community. J. Manager shall furnish necessary personnel to provide the services set forth in this Agreement and shall be solely responsible for wages, benefits, worker’s compensation insurance, unemployment insurance, and all other Costs associated with Manager’s employees or volunteers. Section 5. Required Reports. A. Manager shall provide City Council with an annual report of the cataloging and inventory requirement specified in section 4F not later than June 30th of each year. B. Manager shall provide City Council with an annual report on the condition of the permanent collection and accessions to the permanent collection and accessions to the permanent collection through gifts, purchase, grants or otherwise not later than June 30th of each year. C. Manager shall report to the City Council on the activities of the Manager in the management of the Museum on or before December 31 each year. Manager shall report such other times upon request by the City and shall provide such written reports as may be requested or required by the City. All records maintained by the Manager relating to its duties as defined herein are public records and available for inspection by the City. Attachment 4, Page 3 of 8 D. Manager shall prepare and submit to the City a financial report each six months, on September 15th and March 15th of each year, that identifies all income by source and expenses by category for the previous six months. E. City and the Manager shall jointly prepare a prioritize list not later than June 30 of each year of major projects for maintenance, repair and restoration of the Museum. F. The Manager shall obtain a Liquor License through O.L.C.C. (Oregon Liquor Control Commission) and the City’s Business License Program for every event that alcohol will be served. Section 6. Fund Raising Activities. A. Manager may engage in fund raising activities at the Facility and shall be allowed to retain any income generated from such activities. Manager specifically agrees that any such fund raising activities are at the Manager’s sole and exclusive risk. B. The Manager will maintain 501(C) 3 status. C. The Manager may, at its sole and exclusive risk, operate an incidental gift shop and gallery at the Museum, subject to all other terms and conditions of this Agreement. Any costs of operation shall be the exclusive responsibility of the Manager and any revenues derived therefrom be applied by Manager solely for the purpose for supporting the museum. D. Fundraising Activities. As specified in subsections 6A and 6C, any income or profit from the activities specified in section 6 shall be used for the management of the Museum and the maintenance and cultivation of the Permanent Collection. Section 7. Compensation. In consideration for providing the services as set forth in the Agreement, the City agrees to pay the Manager a management fee of $45,000. Payment of these funds will be in two payments and disbursed on July 15 and January 15 of each year. This will also be the disbursement schedule for any future funds which may be agreed upon by both parties. On or before March 1 of each year, the parties shall meet and review the management fee and set an amount for the next fiscal year. The amount shall be submitted to the Development and Public Works Director for consideration by the City Manager as part of the City Manager’s proposed annual budget. Manager’s request shall be subject to the City’s budgeting process, as provided by Oregon budget law. The total amount of compensation for Fiscal Year 2017 is $45,000. Section 8. Insurance. A. Liability Insurance. Manager shall provide commercial general liability insurance with limits of not less than $2,000,000.00 per occurrence and $3,000,000 in aggregate. The City, its employees, officials and agents will be named as an Additional Insured where operations are being conducted related to this contract, on the General Liability policy as respects to work or services performed under this agreement to the extent that the death or bodily injury to persons or damage to property arises out of the fault of the Manger’s or the fault of the Managers agents, representatives or subcontractors. This insurance will be primary over any insurance the City may carry on its own. Commercial general liability will include a non-owned auto component. B. Physical Damage. Manager shall provide an all risk of loss contents or inland marine Attachment 4, Page 4 of 8 policy covering damage or loss to Non-Permanent exhibit items owned or loaned to City or Manager, contents of the Gift Shop and also specifically the Kathleen Jensen Gallery. Coverage would also extend to ANY exhibit item stored offsite or on temporary exhibit. C. Workers’ Compensation. Manager shall provide and maintain workers’ compensation coverage for its employees, officers, agents, or partners, as required by applicable workers’ compensation laws. If Manager is exempt from coverage, a written statement signed by Contractor so stating the reason for exemption shall be provided to the City. D. Evidence of Insurance. Manager shall provide evidence of the required coverage’s issued by a company satisfactory to the City which shall be provided to the City by way of a certificate of insurance before any work or services commence. A 30-day notice of cancellation or material change in coverage clause shall be included. In the event of such notice or material change it is the Independent Contractor’s obligation to provide the 30 day notice if not done so by the Independent Contractor’s insurance company(s). Failure to maintain the proper insurance shall be grounds for immediate termination of this contract. E. City Insurance. The City will carry its normal liability coverage to cover the City’s liability arising out of the City ownership, operation, maintenance or use of the Museum. The City will also cover damage or loss to the building and to fixtures and Permanent Exhibit items except when they are off site and/or being exhibited by Manager. Section 9. Waiver of Subrogation. Neither party, nor its officers, directors, employees, agents or invitees shall be liable to the other party or to any insurance company (by way of subrogation or otherwise) insuring the other party for any loss or damage to any building, structure or other tangible property, when such loss is caused by any of the perils which are or could be insured against under a standard policy of full replacement cost insurance for fire, theft and all risk coverage, or losses under workers’ compensation laws and benefits, even though such loss or damage might have been occasioned by the negligence of such party, its agents or employees. This clause shall not apply, however in the event that if, by reason of the foregoing waiver, either party shall be unable to obtain any such insurance. Such waiver shall be deemed not to have been made by such insurance without the payment of an additional premium therefore, then, unless the party claiming the benefit of such waiver shall agree to pay such party for the cost such additional premium within THIRTY (30) days after notice setting forth such requirement and the amount for the additional premium, such waiver shall be of no force and effect between such party and such claiming party. Each party shall use reasonable efforts to obtain such insurance from a company that does not charge an additional premium or, if that is not possible, one that charges the lowest additional premium. Each party shall give the other party notice at any time when it is unable to obtain insurance with such a waiver of subrogation without the payment of an additional premium and the foregoing waiver shall be effective until THIRTY (30) days after notice is given. Each party represents that its current insurance policy allow such waiver. Section 10. Utilities. The City shall pay all utility costs for operation of the Facility. The City shall provide custodial service. Section 11. Maintenance, Repairs and Alterations. A. The City shall provide all routine building maintenance and any structural repairs which may be needed to maintain the integrity of the Facility. Manager shall promptly notify the City of any maintenance needs or problems. The City will respond in a timely manner to requests from Manager for repair and maintenance. The City will notify Manager before Attachment 4, Page 5 of 8 any non-emergency major repairs or alterations will be made to the Facility. B. The Manager or City may apply for grants to improve the Facility. The parties recognize that the City has an interest in seeing Improvements made which are appropriate to the functioning of the Facility as a museum, and that the City may be able to assist the Manager in obtaining grants to make such improvements. To this end, the Manager agrees that prior to the making grant applications for improvements to the Facility, the Manager will notify the City of its planned application, and the City will cooperate with the Manager in preparing and/or submitting grants for such improvements to the Facility deemed appropriate by the City. Plans for improvements shall be submitted to the City for review and approval prior to construction. Nothing in this subsection shall be deemed to grant the Manager a property interest in the Facility, and any improvements constructed shall be the sole property of the City. C. Nothing herein shall be construed as any waiver by the City if any city, state and federal regulations or laws including but not limited to land use, development and building requirements. Section 12. Tax Liability. The Manager shall refrain from any activity or use of the Facility which would subject the Facility, or any portion thereof, to ad valorem real property taxes. If any such tax is assessed by any taxing authority, the Manager may contest the assessment of such taxes, and shall indemnify, defend, and hold the City harmless for any amount assessed thereof, together with any interest or costs connected thereto; in no event, shall the Manager permit any ad valorem taxes to become a lien against the Facility. Section 13. Assignment. The Manager shall not assign, transfer or attempt to assign or transfer, nor permit any involuntary assignment or transfer of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the City. Such consent is entirely at City's discretion. Any such assignment, transfer, or attempt to assign or transfer, whether involuntary or voluntary, without the proper written consent shall render this Agreement automatically null and void. Section 14. Independent Contractor Status. The Manager shall perform the work required under this Agreement as an independent contractor. Although the City reserves the right to evaluate the quality of the Manager’s performance, the City cannot and will not control the means or manner of the Manager’s performance. The Manager is responsible for determining the appropriate means and manner of performing the work. The Manager represents and warrants that it is not an officer, employee, or agent of the City of Springfield and meets the specific independent contractor standards of ORS 670.600. Section 15. Compliance with Applicable Law. Manager shall comply with all federal, state and local laws and ordinances applicable to the work under this Agreement, including without limitation, and provisions of ORS 279B.220, 279B.225, 279B.230 and 279B.235, and all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. The Manager shall also comply with the applicable requirements of Exhibit A attached hereto and incorporated herein by reference. Attachment 4, Page 6 of 8 Section 16. Indemnity. Manager shall defend, save, hold harmless and indemnify the City, its officers, employees, and agents from all claims, suits, or actions of whatsoever nature resulting from or arising out of the activities of the Manager, its officers, employees, subcontractors, or agents under this Agreement. Subject to Oregon Law, including the Oregon Constitution and the Oregon Revised Statutes including specifically but not limited to the Oregon Tort Claim Act ORS 30.260 through 30.295, City shall defend, save, hold harmless and indemnify the Manager, its officers, employees, and agents from all claims, suits, or actions of whatsoever nature resulting from or arising out of the activities of the City, its officers, and employees under this Agreement. Section 17. Severability. The parties agree that if any term or provision of this Agreement is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular term or provision held to be invalid. Section 18. Termination; Default. A. This Agreement may be terminated at any time by written mutual consent of the parties. B. In addition, this Agreement may be terminated by the City by not less than six months written notice to the Manager specifying the termination date. This right to terminate shall be exercised in good faith, for any reasonably cause, including but not limited to: building, maintenance and costs associated therewith, insufficient funding resources, new or modified federal or state laws, regulations, or guidelines, denial, revocation or other loss or invalidation of any license or certificate required to be held by the Managers inability to perform or completed the obligations set forth in this Agreement. C. Either party by delivering written notice of default may immediately terminate this Agreement, in whole or in part, if the other party fails to perform the obligation set forth in this Agreement within the times specified or allowed under this Agreement, or fails to perform any of the provisions of this Agreement. After receipt of written notice of such failure from the other party, that party shall have sixty (60) days or such other period as the parties may agree to remedy the default. D. The rights and remedies of the parties are not exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. Section 19. Merger. This contract constitutes the entire agreement between the parties. The terms of this Agreement shall not be waived, altered, modified, supplemented or amended, in any manner whatsoever, except by written instrument. Any such waiver, alteration, modification, supplementation or amendment, if made, shall be effective only in the specific purpose given, and shall be valid and binding only if it is signed by all parties to this Agreement. The failure of the parties to enforce any provision of this Agreement shall not constitute a waiver by either party of that or any other provision. There are no understandings, agreements or representations, oral or written, regarding this Agreement except as specified in this Agreement. Attachment 4, Page 7 of 8 Section 20. Liaison. The City's Liaison is: The Manager's Representative is: Anette Spickard Jenn Thompson Name Name DWP Director Or his/her designee Interim Director Title Title 541-726-3797 541-726-3677 Telephone No. Telephone No. Section 21. "Springfield Museum" Name. In the event Manager’s non-profit corporation status or this Agreement is terminated by Manager, Manager shall assign to the city of Springfield all of its right to and interest in and to the name “Springfield Museum”. Section 22. Manager's Acknowledgement. Manager hereby acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions. Manager further represents that this Agreement has been approved and authorized by Manager for execution at a meeting of its Board of Directors. IN WITNESS WHEREOF. The parties have caused this Agreement to be executed; ____________________________________ ___________________ Springfield Museum Date ____________________________________ ___________________ City of Springfield Date Attachment 4, Page 8 of 8 Springfield Museum Exhibits 2016-2017 BEHIND THE BADGE: Law Enforcement in Lane County The men and women of Lane County’s law enforcement community have serve and protected its citizens for over 150 years. Using photographs and artifacts, this exhibit highlights the long history of Lane County’s police agencies. On display May-August 2016 PEOPLE, PARKS & PLAY: A history of Willamalane Park and Recreation District On display September-November 2016 COMMUNITY ON PARADE 64 YEARS of the SPRINGFIELD CHRISTMAS PARADE On display November-December 2016 FUNCTIONAL ART Quilting, then and now On display January 2017 Featuring selections from the Springfield Museum’s collection of antique quilts and creations from local quilters. Attachment 5, Page 1 of 2 EXPRESSIONS featuring local artist Shelley Albrich On display February 2017 2017 Student Art Exhibition On display March 3 to April 15 We Are Neighbors – Coming May 2-July 1, 2017 This photography exhibit is brought to the museum by Community Alliance of Lane County (CALC) in conjunction with Springfield-Eugene Standing Up for Racial Justice (SURJ). Opening reception: Friday, May 12, 5-8pm, featuring live music and poetry. When Springfield Was Young: Establishment and Development of the Historic Center – Coming May 2-September 23, 2017 In partnership with the Springfield Historic Commission, this exhibit focuses on buildings and businesses in downtown Springfield that no longer exist, and launches during Historic Preservation Month in May. Attachment 5, Page 2 of 2 Springfield Museum FY 2016-2017 Budget Template 2017-18 Budget Actual- FYTD Budget Actual Budget Actual Budget Actual Budget Ordinary Income/Expense Income City of Springfield $45,000.00 $45,000.00 $45,000.00 $45,000.00 $45,000.00 $45,000.00 $45,000.00 Donations & Grants Donations - Public (donation box)$800.00 $701.25 $700.00 Donations - Individual $4,500.00 $1,840.00 $3,000.00 $5,964.79 $2,500.00 Donations - Corporate $500.00 $100.00 $300.00 Grants $800.00 $850.00 $4,050.00 Exhibit sponsorships $5,000.00 $2,025.77 $3,000.00 $6,200.00 $4,000.00 Fundraising Events $5,000.00 $2,094.00 $3,000.00 $752.00 $750.00 Merchandise Sales $500.00 $197.50 $200.00 $614.50 $500.00 $25.74 Other (misc)$1,076.00 $1,100.00 $1,898.00 $485.51 Venue / Events $400.00 $200.00 $400.00 Tax Refund (overpayment)$899.89 $17,754.89 Sale of Smokejumpers exhibit $4,500.00 $500.00 $62,500.00 $53,234.52 $56,700.00 $66,679.18 $53,250.00 $49,561.25 $62,754.89 Expense Collection Management $400.00 $1,103.50 $1,500.00 $346.54 $3,771.98 Supplies Exhibits $5,000.00 $7,505.46 $18,243.27 Design $500.00 $82.94 $150.00 $425.00 Fabrication $4,000.00 $139.44 $500.00 $3,526.77 Shipping $50.00 $169.03 Research/Resources $100.00 $28.77 $100.00 $935.74 Printing & Scanning $1,000.00 $2,343.13 $5,000.00 Misc $400.00 $4.23 $300.00 $1,049.10 Other (misc)$109.41 $505.14 Fundraising $4,400.00 $3,083.81 $4,000.00 $1,143.63 $300.00 Postage Printing Facility Rental Merchandise Expense $200.00 $1,158.53 $1,200.00 $202.53 $300.00 $488.80 Programming & Events $529.14 $1,801.50 Art Walk & Exhibit Opening Reception $200.00 $75.07 $150.00 $300.63 $350.00 Films, Speakers, & Presentations $100.00 $100.00 $100.00 Facility/Technology Rental $60.00 Misc $11.52 Insurance $1,820.00 $2,304.75 2016-17 2015-16 2014-15 2013-14 Total Income 1Attachment 6, Page 1 of 3 Springfield Museum FY 2016-2017 Budget Template General Liability $486.00 $486.00 $486.00 $2,171.86 $1,454.00 Non Profit DOEP Liability $850.00 $850.00 Marketing & Promotions $1,500.00 $1,461.70 $217.98 Event Specific $150.00 $75.00 $113.00 Exhibit Specific $800.00 $774.50 $800.00 $399.27 General (non specific)$500.00 $194.21 $250.00 $1,700.58 Postage & Fees $13.23 Printing/Copying $100.00 $63.00 $100.00 $207.04 $250.00 Other $139.97 Community Outreach & Engagement $2,603.76 Organization & Assoc. Dues $800.00 $600.00 $500.00 $805.00 $1,088.00 $2,057.26 Other $50.00 $34.33 $50.00 $75.00 $350.00 Food & Beverage -$5.75 $331.20 Museum Expenses Office Supplies $550.00 $563.03 $700.00 $492.80 $300.00 $1,774.09 $4,176.96 Technology $500.00 $49.99 $50.00 $996.57 $1,000.00 Software $600.00 $608.50 $500.00 Parking $333.00 $333.00 $333.00 Paid Subscriptions $550.00 $312.80 $325.00 $538.82 $330.00 Travel and Lodging $500.00 Misc $300.00 $130.23 $250.00 $645.69 $1,676.65 $4,526.52 Other $50.00 $121.97 $250.00 $50.00 Postage $50.00 $22.19 $50.00 $3.28 $500.00 Printing $200.00 $137.46 $225.00 Volunteer Expenses $100.00 $147.25 $100.00 Taxes Fees $20.00 $20.00 Other $45.00 $65.00 $65.00 Contract Services $1,132.50 Accounting/Bookkeeping $500.00 $396.00 $500.00 $478.50 Tax Prep/Filing $50.00 $50.00 Payroll Expenses Wages Expense $48,000.00 $21,948.58 $36,200.00 $48,589.82 $54,787.98 $30,512.76 Regular Permanent Employees $40,000.00 Payroll Taxes & Processing Fees $6,600.00 $6,654.17 $11,018.27 Health Insurance Stipend $3,600.00 Other Income/expenses Bank fees $387.63 $400.00 $127.98 Misc. Expense $2,700.29 $4,181.10 2Attachment 6, Page 2 of 3 Springfield Museum FY 2016-2017 Budget Template $66,864.00 $34,498.00 $55,679.00 $67,344.79 $61,654.00 $86,551.96 $81,994.13 -$4,364.00 $1,021.00 -$665.61 -$36,490.71 -$19,239.24 Total Expense Net Income 3Attachment 6, Page 3 of 3 1:40 PM 03/29/17 Accrual Basis Springfield Museum Profit & Loss July 1, 2016 through March 29, 2017 Jul 1, '16 - Mar 29, 17 Ordinary Income/Expense Income 40001 · Donations 2,258.95 40150 · Fundraising Events 2,092.83 40750 · City of Springfiield 45,000.00 40900 · Merchandise Sales 131.20 40950 · Other Sales 247.90 41000 · Exhibit Sponsorships 450.00 46400 · Other Types of Income 46430 · Miscellaneous Revenue 1,046.97 46400 · Other Types of Income - Other 347.00 Total 46400 · Other Types of Income 1,393.97 Total Income 51,574.85 Gross Profit 51,574.85 Expense 50450 · Collections Management 50451 · Supplies 964.54 50450 · Collections Management - Other 138.96 Total 50450 · Collections Management 1,103.50 50600 · Consignments 229.25 50900 · Exhibits 50901 · Design 82.94 50902 · Fabrication & Painting 139.44 50905 · Miscellaneous 4.23 50906 · Resarch - Resources 28.77 50907 · Printing & Scanning 2,343.13 50900 · Exhibits - Other 109.41 Total 50900 · Exhibits 2,707.92 51000 · Fundraising Expenses 3,083.81 51300 · Merchandise Expenses 1,085.39 51350 · Programming & Events 51351 · Art Walk & Exhibit Opening 71.37 51350 · Programming & Events - Other 3.70 Total 51350 · Programming & Events 75.07 51450 · Insurance 486.00 51600 · Marketing & Promotions 51602 · Exhibit Specific 774.50 51603 · General 194.21 51605 · Printing & Copies 63.00 Total 51600 · Marketing & Promotions 1,031.71 Page 1 of 2Attachment 7, Page 1 of 2 1:40 PM 03/29/17 Accrual Basis Springfield Museum Profit & Loss July 1, 2016 through March 29, 2017 Jul 1, '16 - Mar 29, 17 51620 · Community Outreach 51626 · Organization & Association Dues 250.00 51620 · Community Outreach - Other 34.33 Total 51620 · Community Outreach 284.33 51950 · Museum Expenses 51951 · Office Supplies 563.03 51952 · Technology 49.99 51955 · Paid Subscriptions 312.80 51958 · Micellaneous 477.23 51950 · Museum Expenses - Other 121.97 Total 51950 · Museum Expenses 1,525.02 51990 · Postage 17.49 52150 · Printing 137.46 52750 · Volunteer Expenses 147.25 62100 · Contract Services 62110 · Accounting Fees 324.00 Total 62100 · Contract Services 324.00 66000 · Payroll Expenses 19,175.78 Total Expense 31,413.98 Net Ordinary Income 20,160.87 Other Income/Expense Other Expense 50400 · Bank Fees 387.63 Total Other Expense 387.63 Net Other Income -387.63 Net Income 19,773.24 Page 2 of 2Attachment 7, Page 2 of 2