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Home My WebLink AboutItem 01 Annual Joint Work Session with Springfield Museum Board and Director AGENDA ITEM SUMMARY Meeting Date: 3/12/2012 Meeting Type:Work Session Staff Contact/Dept.: Jeff Towery – DSD Staff Phone No: 726-3619 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 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. Springfield Museum Board of Directors Attachment 2. Management Agreement Attachment 3. Museum Board Annual Report 2011 Attachment 4. 2011 Year in Review Slideshow CD (provided at meeting) DISCUSSION/ FINANCIAL IMPACT: The Management Agreement at Section 7 (Attachment 2, page 5) addresses compensation for Museum Board services. The base fee for 2011/2012 remains at $45,000. Debra Gruell, the Museum Director has prepared a slideshow to highlight December 2010 –November 2011 accomplishments. This CD is intended for viewing before the work session. Attachment 1, Page 1 of 2 Museum Board of Directors Active 2012 Name Phone BRANDON, Dawn - Secretary 20131891 Balboa St. Cell: 541-912-8442 Eugene, OR 97408 dawnmbrandon@yahoo.com BUSHNELL, Judith - Treasurer Home: 541-726-3005 37916 M.J. Chase Rd. Work: 541-736-2001 Springfield, OR 97478 Cell: 541-913-2120 jbus@citizensebank.com judith.bushnell@gmail.com EDWARDS, Patty Work: 541-345-9675 88194 Eastwood Ct. Cell: 541-505-6884 Veneta, OR 97487 patty.edwards@staffingoregon.com FLOYD, David Work: 541-741-0985 623 Island Street Home: 541-746-1065 Springfield, OR 97477 dfloyd@autopros.com GISCHEL, Jack Home: 541-747-9103 2457 15th Street Cell: 541-521-1617 Springfield, OR 97477 bevgis@yahoo.com GONZALEZ, Kim Cell: 503-869-5045 364 E. 16th Avenue Eugene, Oregon 97401 kimarago_406@yahoo.com HAWKINS, Sharon L. Home: 541-844-2211 2150 Laura Street-Sp 203 Springfield, OR 97477 Nshawk4@gmail.com SAGE, Patty Williams Home: 541-683-0645 736 C. Street Cell: 541-912-8678 Springfield, OR 97477 pattywsage@gmail.com Attachment 1, Page 2 of 2 STOLE, Christine – Vice President Cell: 541-505-1239 2241 8th Street Home: 541- 434-0389 Springfield, OR 97477 Daytime work: 541-344-0031 ext. 126 chriss@wfts.org VEDDER, Carol Work: 541- 688-2010 x 115 3522 Westleigh Street Home: 541- 687-5800 Eugene, OR 97405 carolv@bell-realty.com WALKER, Michael - President Cell: 541-554-8338 473 South 32nd Street Springfield, OR 97478 michael.walker45@gmail.com Staff: GRUELL, Debra — Director Cell: 317-209-5238 590 Main Street Work: 541-726-3677 Springfield, OR 97477 dgruell@springfield-or.gov debartsmartkids@msn.com Museum Number: 541- 726-2300 Museum Fax: 541-726-3688 a t. t ~ ~ •~~/ CITYOF SPRINGFIELD/SPRINGFIELD .MUSEUM MANAGEMENT AGREEMENT 2011-2012 PARTIES: ~ - SpringfieldMuseum, AnOregonnon-profit corporation hereinafter "Manager" administered by avolunteer Board of Directors organized for charitable, educational, social, and archival purposes including, but notlimited to, the support ofthefacility known as the Springfield Museum - City of Springfield, ~ A municipalcorporation oftheState . hereinafter "City" of Oregon which is theownerofthe buildingknown asthe Springfield 3 ~ ~ ~ Museumandthe Permanent Collection of historic artifacts, documents, oral histories, photographs, and other donated items RECITALS: A, City isthe owner of a facility known as the. Museum anda permanent collectionof historic artifacts, documents, oral historiesand- photographs. Thecollection of historic artifacts, documents, oralhistoriesand photographs ishoused. at theMuseumandother appropriate sites byCity. B. Manager is a . non-profitcorporation engaged incultural, educational, social, archivaland charitableapursuits, andhas experience and skill inthearea of museum management. C. City desiresto provide aforumfor our community's historicaland contemporary culture byproviding aMuseum forthecitizensof Springfield and visitors tothe area. D. Manager desires toassist City inproviding such forumand maintaining and cultivating the permanent collection of .artifacts, documents, oral ~ histories -and photographs. E. .Manager desires to encourage and sponsor exhibits, exhibitionsanddisplays. including both permanent collectionandother privateartifacts, documents, oralhistoriesand photographs aswell asother events relatedtothehistory: of Springfield. F. Manager wishestoprovide and maintain anincidentalgift shop and gallery atthe Museum at which items may be soldandthe revenues derived therefrom beapplied by Managersolely for the purposes describedin Recital B. G. TheParties wishtoprovide forthe management of theMuseumandthe maintenance andcultivationofthe permanent collectionandother privateartifacts, document, oral historiesand photographsby the Manager. MUSEUM AGREEMENT 2011-2012 Page 1ATTACHMENT 2, Page 1 of 31 H: TheParties. wish to provide for themaintenance andprotection 'of theHistoric r SpringfieldInterpretive Center attheMuseum. - NOWTHEREFORE, .based on theforgoingRecitals, theParties agree asfollows: Section1. Term. This Agreement~shall takeeffectonJuly 1, :2011. ThisAgreement shall automatically renew for a period of oneyear unlesseitherparty provides theother party withnotice ofintentto. terminate this Agreement notless than sixty daysprior to July 1, 2012. Section 2.. Ownershipof Collection, Facility and Improvements. A. TheMuseumisthe .property of theCity-and anypermanentimprovements to the Museum shall inureto thebenefit ofthe City. The Manager isnot a tenantoftheCity and does not by this, Agreementacquire. any right to occupancy or possession ofthe Museum., except as-may berequired toperform its dutiesunderthisAgreement. B. ALIdonationsof~ artifacts, documents, oralhistories andphotographs accessionedinto thePermanent Collection are property ofthe City. The Manager doesnot by this Agreement acquire any right tothePermanent Collectionofhistoric artifacts, documents, oralhistoriesand, photographs orany otherdonateditems. C. The Permanent Collection accessionpolicyand. procedure isdescribedinExhibitB. D. ,Future donations to the, City, Museum or Managermeeting the criteriafor accession to the.Permanent Collection shall betheproperty. of City. Except-for Fund Raising Activities described in Section 6, .Manager shall accept nodonationsfor Manager.. Section3. CityResponsibilities. A. City shall.. provide. forthe storage ofthe Permanent Collection andthose itemsawaiting a determination with respect toaccession. Current storage includes oneofFsite unit. Manager willbeallowed accesstotheunit at any time. The City will. coverall costsfor the storage.. B. City willprovide fourparking .passes for useofthe Manager's volunteers. - - , C. The Manager willbeprovided fourkeys tothe Museumtoprovide administration serviuces. Citysecuritypersonnel willcontinue to securethebuilding each. evening and open .and closethe-.building on Saturdays. D: The City -willcontinuethemaintenanceschedule currently in place including window washing. E. TheCity will continue to host~theManager's,Museum website on itsserver. The City will provide the Manager thetelephones currently intheMuseumandtheCity`s telephone system-for localdial tone. Manager shallreimburse City foralllong distance calling: City will, submit anannual statement toManager whichshallbe promptlypaid. MUSEUM AGREEMENT2011-2012 Page~2ATTACHMENT 2, Page 2 of 31 Section4.. The Manager. A. Manager shall operate the Museumforthe purposes describedin theRecitals. Except as specified insubsections4B and4CbelowManager shallhave thediscretion to determine the natureandtype ofexhibitionsandtheexhibitionschedule. Manager shall use its besteffortsto keep theFacility open tothepublic notless- than twohundred fortydays peryear. B. Manager shall sponsor nolessthan eight exhibits per year in "TheKathleen Jensen Gallery." ~. C. Manager shall protect thecommunity's investmentin thePermanent Exhibit, Historic SpringfieldInterpretiveCenter, byreserving the spacesolely forthis purpose andfor no other use. D. Manager shall provide forthe careof. thePermanentCollection: Manager mayengage inconservationand restorationof itemsinthe Permanent Collection. E. Manager will protect thePermanentCollectionand its accessibility tothe citizens of Springfield. F. Managershall, by June30, 2013, catalogue andmaintain a completeinventory of the City's Permanent Collection. G. -Manager shall .provide aneducation program forSpringfieldyouth. H. Manager shallcontinue tomakethePermanent Collection resourcesavailabletothe community. Manager shall be actively involved inthe community. I. Manager shallfurnish necessarypersonnel toprovide theservices setforth in this Agreement andshallbe solelyresponsible for wages, benefits, worker's compensation insurance, unemployment insurance, andallother Costsassociatedwith Manager's employees orvolunteers. Section5. Required Reports. A. Manager shall provide City Councilwith an annual report on the .progress towardthe cataloging and inventoryrequirementspecified insection4F notlaterthanJune 30thof each year. B. Manager shall provideCity Council with anannual report on the conditionofthe permanent collectionand accessions to the permanent collection throughgifts, purchase, grants or otherwisenotlaterthanJune 30thofeach year. C. Manager shall report totheCity Council onthe ,activities ofthe Manager in the management ofthe Museum onorbeforeDecember 31 each year. Manager shall report at suchothertimes upon requestby the .City andshall. provide suchwritten reports asmay be requested or requiredby the City. :All recordsmaintained by the Managerrelating toitsduties as definedherein are public recordsandavailable for inspection byCity.. . MUSEUMAGREEMENT2011-2012 Page 3 ATTACHMENT 2, Page 3 of 31 D. Manager shall prepare andsubmittotheCity afinancial report eachsix months, on September 15thandMarch15th, thatidentifiesall incomeby sourceand expensesby category forthe previous sixmonths. E. City andtheManager shall jointlyprepare a prioritized list not later thanJune30thof each year of major projects formaintenance, repair and restorationofthe Museum. Section6. FundRaising Activities. A. Manager mayengage infundraising activitiesat theFacility andshall beallowedto retain any income generated fromsuchactivities. Managerspecifically agrees that any such fundraising activities, are attheManager's soleand exclusive risk. B. The Manager willmaintain501(C)3 status. C. The Manager may, atits soleandexclusive risk, operate an incidentalgiftshop and gallery atthe Museum, subject to allother terms andconditions ofthis Agreement. Any costsof: operation shallbe theexclusive responsibility, and any income. therefromshall betheexclusive property ofthe Manager. D. Fundraising Activities. Asspecified in subsections 6A and 6C, any income or profit as specified in3shallbeusedforthe management oftheMuseum andthemaintenance andcultivation ofthe Permanent Collection. Section7. Compensation. In considerationfor providing theservices asset forthintheAgreement, the City agrees to pay the Manager a management fee of $ 45,000.00. Payment of thesefundswillbe intwo payments anddisbursed on July 15and January 15. Thiswillalso bethedisbursement schedule for any futurefunds which may beagreed uponby both parties. On orbefore March 1 of each year, theparties shall meet and reviewthemanagement feeandset an amount forthenextfiscal year. Theamountshallbesubmitted to theDevelopment ServicesDirector forconsiderationby the CityManager as part oftheCityManager's proposed annualbudget. Manager's request shall. be subject totheCity'sbudgeting process, as providedbyOregon budget law. Thetotal amountofcompensation forFiscal Year 2012is $45,000. Section8. Insurance. A. Liability Coverage. Manager shallprovide commercial generalliability insurancewith limitsofnotless than $1,000,000.00 per occurrence. City shallbenamed as an additionalnamed insured as respectsManager carrying out Manager's dutiesunderthis Agreement. B. Physical Dama4e. Manager shallprovide anallriskof losscontents or inlandmarine policycoveringdamage orlosstoNon-Permanent exhibititems owned orloanedtoCity or Manager, contents of the GiftShop andalsospecifically theKathleenJensenGallery. Coverage wouldalsoextend to ANYexhibit itemstored offsite oron temporary exhibit. C. Workers' Compensation. Manager shallprovide andmaintain workers' compensation coverage foritsemployees, officers, agents, or partners, as required byapplicable MUSEUMAGREEMENT 2011-2012 Page 4 ATTACHMENT 2, Page 4 of 31 workers' compensation laws. If contractor is exempt.from coverage, a written statementsignedby Contractor so stating the reason for exemption shall beprovided to the City. ;. D. Evidence ~of Insurance. Manager shall provide evidenceof therequiredcoverages issuedby a company satisfactory to the City shall beprovided, tothe Cityby way of a certificateof insurancebefore .any work or services commence. A30-day notice of cancellation ormaterial change in coverage clauseshall be included. Itisthe Independent Contractor's obligation toprovide the30days noticeif notdone so by the Independent Contractor'sinsurance company(s), Failure tomaintainthe proper insuranceshall be grounds forimmediate termination ofthis contract. See ExhibitC. E. CityInsurance. The . City will carry itsnormal. liability- coverage to coverthe. City'sliability arising outofthe Cityownership, operation, maintenance or useofthe Museum. The City willalso .cover damage_or.loss. to-.the. building. and. tofixturesand Permanent Exhibit items except whenthey areoff siteand/orbeing exhibited byManager. Section 9. Waiverof Subrogation. Neither parry; norits ofFcers, directors, employees, agents or invitees shallbeliable to the other parry or to any insurance company (by way of subrogation or otherwise) insuring the other. party for any lossordamage to any building, structure or other tangibleproperty, when suchlossis caused by any oftheperils which areor couldbe insured ,against .under a standard policy of fullreplacement cost insurancefor fire, theftand allrisk coverage, orlossesunder workers' compensation lawsand benefits, even though suchloss or damagemight havebeen occasionedby thenegligence ofsuch party, .its agents or employees, thisclauseshall not apply, however, to any damage causedby intentionallywrongful actions oromission. Provided, however, that if, by reasonofthe foregoingwaiver, either ..parry shallbe unable to obtain any such insurance, such waiver shall be deemednotto have. been madeby such party and, ..provided, further, thatifeither party shall beunable to obtainany. such insurancewithout the. payment of an additional premiumtherefor, then, unlessthe- party claiming the. benefit of such waivershall agree to pay such party forthe cost ofsuch additional- premium within THIRTY (30) days afternotice setting forthsuch requirement andthe amount ofthe. additional premium, suchwaiver shallbeof no force andeffectbetween such party andsuch claiming party. Each party shall use reasonableefforts to obtain suchinsurance from acompany that doesnot charge an additional premium or, if thatisnot possible, one that charges thelowest additional premium. Each parry shall give theother party notice ,at any time whenitis unable to obtain insurancewithsuch a waiverofsubrogation without the payment of an additional premium and the"foregoing waiver shallbe effective• until THIRTY. (30) days afternoticeis given. Each partyrepresents thatits current insurance policies. allow suchwaiver. Section10. Utilities. The Cityshall pay allutility costsfor operation oftheFacility. The City shall provide custodialservice. MUSEUM AGREEMENT 2011-2012 Page 5ATTACHMENT 2, Page 5 of 31 Section~~ 11. Maintenance, Repairs andAlterations. A. The City shall provide allroutine building maintenance and any structural repairswhich may beneededtomaintain theintegrity of the Facility. Manager shall promptly notify the City:of any maintenance needsor .problems. The City will respond in a timely manner to~requests fromManager for repair and maintenance. The City will notify Manager before anynon-emergency major repairs oralterations will bemadeto the Facility. B. The: Manager mayapplyfor-grants toimprove the Facility. The partiesrecognize that the City has:aninterest in seeingimprovements madewhich are appropriate to the functioning ofthe Facility asa museum, andthatthe City may beable toassistthe Manager inobtaining grants to makesuch improvements. To this. end; the' Manager agrees, thatprior to -the makinggrant'ap~plications forimprovements tothe Facility, the f Manager willnotify theCity of itsplannedapplication; and-the City~wili-°eooperate with the Manager in preparingand/or. submittinggrants forsuchimprovements tothe Facility deemed appropriate by theCity.. Plans for improvements shallbesubmitted totheCity forreview and approvalprior toconstruction. Nothing inthissubsection shallbe deemed to grant the Manager a property interest intheFacility, andany improvements constructed shallbe'thesole property ofthe City. - C: Nothing hereinshall beconstrued as any waiverby City of any city, stateandfederal regulations or .laws including butnot limited ~toland use, development andbuilding requirements. Section 12 Tax Liability. The Manager shall refrainfrom .anyactivity or use oftheFacility which wouldsubject the Facility, or anyportionthereof, toadvalorem .real ,property taxes. If any suchtaxis assessed by anytaxingauthority;. the Managermay-contest the assessment of such taxes, andshall indemnify;defend, and hold the. City harmlessfor any amount assessedthereof, together withany interest or costsconnectedthereto; innoevent, shallthe Manager -permit any advalorem taxestobecome alien against theFacility. Section 13. Assignment. The Manager shall notassign, transferor attempt to assign or transfer, norpermit any involuntaryassignment ortransferof itsrights or obligations underthisAgreement, in whole orin part, withoutthe prior. writtenconsent oftheCity. Any such assignment, transfer, ~or attempt to assign or transfer, whetherinvoluntary or voluntary, withoutthe prior writtenconsentshall renderthisAgreementautomatically nulland void. Section 14. Independent ContractorStatus. The Manager shall perform theworkrequired under this Agreement asan independent contractor, Although. theCity reservesthe right toevaluatethequality ofthe Manager's. performance, the City cannot andwillnotcontrolthe means ormanneroftheManager`s performance.. The Manager isresponsible for determining theappropriate meansand manner of performing thework. TheManager representsand warrantsthatitisnot an officer, employee, or agent ofthe City ofSpringfield andmeetsthe specific independent contractorstandards of ORS670.600. MUSEUM AGREEMENT .2011-2012 Page 6ATTACHMENT 2, Page 6 of 31 ATTACHMENT 2, Page 7 of 31 ATTACHMENT 2, Page 8 of 31 ATTACHMENT 2, Page 9 of 31 ATTACHMENT 2, Page 10 of 31 ATTACHMENT 2, Page 11 of 31 ATTACHMENT 2, Page 12 of 31 ATTACHMENT 2, Page 13 of 31 ATTACHMENT 2, Page 14 of 31 ATTACHMENT 2, Page 15 of 31 ATTACHMENT 2, Page 16 of 31 ATTACHMENT 2, Page 17 of 31 ATTACHMENT 2, Page 18 of 31 ATTACHMENT 2, Page 19 of 31 ATTACHMENT 2, Page 20 of 31 ATTACHMENT 2, Page 21 of 31 ATTACHMENT 2, Page 22 of 31 ATTACHMENT 2, Page 23 of 31 ATTACHMENT 2, Page 24 of 31 ATTACHMENT 2, Page 25 of 31 ATTACHMENT 2, Page 26 of 31 ATTACHMENT 2, Page 27 of 31 ATTACHMENT 2, Page 28 of 31 ATTACHMENT 2, Page 29 of 31 ATTACHMENT 2, Page 30 of 31 ATTACHMENT 2, Page 31 of 31 Attachment 3, Page 1 of 2 SPRINGFIELD MUSEUM…………….more than a museum To: Mayor Lundberg and City Council From: Debra Gruell, Springfield Museum Director, SUBJECT: 2011 Year in Review and 2012 Planned Activities In behalf of the Springfield Museum Board, I would like to personally thank you for your continual support of the museum and our shared mission to preserve the city’s cultural heritage and offer educational, social, archival and charitable pursuits for the citizens of Springfield and visitors to the area. The Springfield Museum is more than a museum, with a strong presence and destination for the downtown cultural district. The Museum preserves our heritage, offers educational programs to area schools, innovative and exciting exhibits and fun events that now attract numerous tourists to downtown Springfield. MUSEUM BOARD OBLIGATIONS The Museum Board, as the City’s contract manager for the Springfield Museum, continues to meet all contract obligations including, but not limited to providing at least eight exhibits annually in the Kathleen Jensen Gallery, protecting the community’s investment in the interpretive center on the second floor, caring, protecting and restoring the permanent collection so that it is accessible to the public at least 240 days a year. The Museum enjoys a partnership with the local schools and provides an educational program for community youth. FUNDING The Museum relies on numerous funding sources to achieve the mission it shares with the City. Chief among these is the City’s ongoing $45,000/year contract amount to the Museum for basic management services. In addition, the Director and Museum Board actively fundraise; seek grants, donations and memberships to supplement city funding. 3nd Winefest fundraiser held in the City Hall lobby Winefest 2009 earned the museum $2,800.00 Winefest 2010 earned over $6,000.00 Winefest 2012 will be held April 14th, 6-9 pm and our target goal is $8,000.00 2010 Garden Tour Fundraiser 300 tickets were sold for this event Music, food, door prizes and grossed $4,185.00 2012 Garden Tour date soon to be announced Attachment 3, Page 2 of 2 2. Springfield Museum Annual Report 2010-2011 A SWEETHEART OF A YEAR Please see enclosed information. CONCLUSION The Springfield Museum has proven to be more than a museum as it is now a destination. In 2010/2011 the increase in publicity has been due to exciting and unforgettable exhibits and events. These events have brought large number of visitors into Springfield, to local restaurants and into the museum. A packed gallery on Springfield’s Second Friday Art Walk is normal and our annual fundraisers have developed repeat patrons. The Springfield Museum is an asset to the City of Springfield, to our local schools and businesses. Our commitment to the City and the downtown cultural district is to continue to offer exceptional and diverse events, fundraisers and exhibits. We feel comfortable in saying we are a catalyst for the future growth of downtown Springfield. Respectfully submitted: Debra S. Gruell, Director