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HomeMy WebLinkAbout2015-05-14 - Wenatchee Valley Museum and Cultural Center - Interlocal Agreements GeneralJOINT AGREEMENT BETWEEN THE CITY OF WENATCHEE, THE CITY OF EAST WENATCHEE, AND THE WENATCHEE VALLEY MUSEUM AND CULTURAL CENTER THIS AGREEMENT MADE THIS ,_ day of I v - , 20155 by and between the City of Wenatchee ("Wenatchee"), a municipal corporation of4he State of Washington, the City of East Wenatchee ("East Wenatchee"), a municipal corporation of the State of Washington, and the Wenatchee Valley Museum and Cultural Center ("Museum"), a non-profit corporation, collectively referred to as the "Parties." RECITALS: WHEREAS, Wenatchee owns the buildings occupied by the Museum located at 127 South Mission Street, Wenatchee, Washington; and WHEREAS, Wenatchee and East Wenatchee agree to contribute to the operation of the Museum through an annual contract for services, and provide other City support services to the Museum; and WHEREAS, the Museum owns the museum collections and has provided funding for major capital and structural improvements to the museum buildings, exhibit development and other costs of operating the museum; and WHEREAS, the Museum's Board of Directors and general membership provide an advisory role to Wenatchee and East Wenatchee and their staff and a governing role on behalf of the Museum with respect to operations, exhibits, programs and related activities; and WHEREAS, Wenatchee and East Wenatchee agree to pay a pro rata share based on the 2013 US Census Bureau Estimates for the purpose of the Museum to hire staff to operate the Museum in accordance with professional museum standards WHEREAS, the Parties have calculated capita of the population of both Cities; and pro-rata share equates to a rate of $8.256 per WHEREAS, the roles of all three parties result in a sharing of resources and assets of the Museum and this Agreement exists to identify the respective interests of each. {GS1300722.DOC;1/09998.030077/ } AGREEMENT BETWEEN THE CITY OF WENATCHEE, THE CITY OF EAST WENATCHEE AND WENATCHEE VALLEY MUSEUM AND CULTURAL CENTER Page 1 AGREEMENT: For and in consideration of the covenants set forth herein, Wenatchee, East Wenatchee and the Museum agree as follows. 1. The Recitals set forth above are hereby incorporated into this Agreement and are made binding commitments and representations of the Parties by this reference. 2. Wenatchee's Obligations. a. Wenatchee will pay the Museum $270,000 per year. Wenatchee will pay this amount in monthly installments of $22,500. b. Wenatchee retains control and ownership of the Museum buildings, site and improvements as well as any equipment not specifically designated as the Museum property. Accordingly, Wenatchee will be responsible for the ongoing maintenance of the Museum buildings and provide and pay for the Museum's existing and future reasonable information systems needs and costs as allowed by Wenatchee's annual budgeting process. c. Wenatchee must provide for comprehensive liability and casualty insurance on all Museum facilities including permanent collections. d. Until the Museum develops its own website, Wenatchee will identify East Wenatchee as a sponsor of the Museum on the webpages on Wenatchee's website that promote the Museum. 3. East Wenatchee's Obligations. Beginning January 1, 2015, East Wenatchee will pay the Museum $111,276 per year. East Wenatchee will make an initial payment of $37,092. Beginning May 1, 2015, East Wenatchee will then pay the annual payment in monthly installments of $9,273. 4. The Museum's Obligations. a. The Museum director shall meet at least quarterly with representatives of Wenatchee and East Wenatchee to work to maintain a harmonious relationship between the Cities and the Museum. b. The Museum director shall solicit the comments from the Cities with respect to the Museum's annual budget proposal to Wenatchee and East Wenatchee City Councils and shall submit any request from the Museum for funding to the Cities. c. The Museum director shall advise Wenatchee and East Wenatchee on the overall cultural and historic needs of the Cities and region. d. The Museum shall direct the Museum staff, lead fundraising for the activities of the Museum as related to the Museum, and provide staff related to the Museum operation, collections care, programs and exhibits, and assist Wenatchee and East Wenatchee with issues related to the operation of the Museum. The Museum shall utilize the payments from Wenatchee and East Wenatchee provided for as set out in this Agreement to carry out this work and assure operation in accordance with accepted National Museum {GS1300722.DOC;1/09998.030077/ } AGREEMENT BETWEEN THE CITY OF WENATCHEE, THE CITY OF EAST WENATCHEE AND WENATCHEE VALLEY MUSEUM AND CULTURAL CENTER Page 2 Association standards. e. The Museum By -Laws shall reserve one Board member position with full voting rights for each City. The Mayor of Wenatchee and Mayor of East Wenatchee shall nominate one Board Member annually to represent their respective Cities on the Board as full voting members in accordance with Museum governance. These nominations are in addition to members who already serve on the Board. The Museum shall retain control and ownership of all collections and museum exhibits and any other item of property within the museum which is specifically designated as Museum property in the records of the Museum director. f. The Museum shall maintain its IRS Section 501(c) 3 tax exempt status in good standing at all times. g. The Museum shall provide fund raising support to foster the development of programs that benefit the cultural identity and heritage of the Wenatchee valley. h. The Museum shall have full responsibility for handling any and all monies received by the Museum. Wenatchee and East Wenatchee staff will not handle any Museum monies. i. The Museum will display an East Wenatchee logo on each public entrance to a Museum building. J. For each special event sponsored by the Museum, the Museum will acknowledge either City's contribution to the Museum in formal promotional materials (i.e. logo, etc). k. The Museum will allow either City to sell City related merchandise at the Museum's gift shop. The Museum will track such sales separately and may receive a commission, as negotiated ahead of time, on any such sales. 1. Subject to availability, based on prior agreements, the Museum will allow both Cities to use the Performance Center and kitchen up to four times each year without cost. Either City will submit an application for use at least two weeks before the desired date of use. in. The Museum agrees either City may use available meeting rooms without additional cost, twice per month. In addition, the Museum will provide meeting space that can be scheduled on a regular basis for the Misawa Sister City program. Requests for meeting space will be subject to availability and the application to use such meeting room will be submitted at least two weeks before the desired date of use. n. The Museum will act as the host facility for the Wenatchee Valley Misawa Sister City organization. o. Once the Museum develops its own website, it will prominently display both Cities as sponsors. 5. The Museum's obligations regarding LTAC funding. a. Before January 31 of each year, the Museum will submit the following information to East Wenatchee for the upcoming year, i. An estimate of the number of people who may patronize the Museum {GS1300722.DOC;1/09998.030077/ } AGREEMENT BETWEEN THE CITY OF WENATCHEE, THE CITY OF EAST WENATCHEE AND WENATCHEE VALLEY MUSEUM AND CULTURAL CENTER Page 3 during the year, ii. An estimate of how many of the patrons may travel and stay overnight in paid accommodations; iii. An estimate of how many of the patrons will travel to the Museum from more than 50 miles away and stay overnight in paid accommodations; and iv. An estimate of how many of the patrons will travel to the Museum from another country or state. b. Before January 31 of each year, the Museum will submit the following information to East Wenatchee for the preceding year: i. The number of people who patronized the Museum; ii. The number of patrons who traveled and stayed overnight in paid accommodations; iii. The number of patrons who traveled to the Museum from more than 50 miles away and stayed overnight in paid accommodations; and iv. The number of patrons who traveled to the Museum from another country or state. c. Before January 31 of each year, the Museum will submit the following information to East Wenatchee for the upcoming year. i. The name, date and location of each special event (an event designed to attract attendance from people who live outside the Wenatchee Valley area) that the Museum plans to sponsor. ii. For each special event, an estimate of the number of people who will travel to the event and stay overnight in paid accommodations; the number of people who will travel to the event from more than 50 miles away and stay overnight in paid accommodations; and the number of people who will travel to the event from another country or state. d. Before January 31 of each year, the Museum will submit the following information to East Wenatchee for the preceding year. i. The name, date and location of each special event that the Museum sponsored; and ii. For each special event, the number of people who attended each event, the number of people who travelled more than 50 miles to attend the event, the number of people who travelled from another state or country to attend the event, and the number of people who travelled more than 50 miles to attend the event and stayed overnight in the Wenatchee Valley. e. For each special event sponsored by the Museum, the Museum will acknowledge either City's contribution to the Museum in formal promotional materials (i.e. logo, etc). 6. Term. This Agreement continues through December 31, 2019. 7. Termination. Wenatchee and East Wenatchee may terminate this Agreement {GS 1300722.DOC;1/09998.030077/ } AGREEMENT BETWEEN THE CITY OF WENATCHEE, THE CITY OF EAST WENATCHEE AND WENATCHEE VALLEY MUSEUM AND CULTURAL CENTER Page 4 upon 120 days advance written notice in the event the Museum receives a funding source for museum support services that would fully replace Wenatchee and East Wenatchee's monetary contribution pursuant to this Agreement. Further, Wenatchee and East Wenatchee may re -open this Agreement to address amending each City's monetary contribution in the event the Museum receives a funding source for museum support services, (such as a junior taxing district), that would replace twenty percent (20%) or more of each City's monetary contribution pursuant to this Agreement. 8. Limitation on Liability. Each liability incurred by the Museum must be satisfied exclusively from the assets, credit, and properties of the Museum or the City of Wenatchee. No one has any right of action against or recourse to City of Wenatchee or the City of East Wenatchee, or their assets, credit, or services, on account of any debts, obligations, liabilities or acts or omissions of the Museum. 9. Legal Disputes. The venue for any action of law, suit in equity, or judicial proceeding for the enforcement of this Agreement must be instituted and maintained only in a court of competent jurisdiction in Douglas County, Washington. 10. Entire Agreement. This Agreement constitutes the entire agreement between Wenatchee, East Wenatchee, and the Museum pertaining to the Museum. Any modification of this Agreement shall be binding only if evidenced in writing and signed by each Party. CITY OF WENATCHEE CITY OF EAST WENATCHEE By: WENATCHEE VALLEY MUSEUM AND CULTURAL CENTER WY a Its: Board President