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HomeMy WebLinkAboutReso 94-180 - Approve entering into the Museum Funding Agreement between the COR, the Alliance of Redding Museums, the Redding Museum of Art & History, & the Shasta Natural Science Association RESOLUTION NO. 94- 1O A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING APPROVING ENTERING INTO THE MUSEUM FUNDING AGREEMENT BETWEEN THE CITY OF REDDING, THE ALLIANCE OF REDDING MUSEUMS, THE REDDING MUSEUM OF ART AND HISTORY, AND THE SHASTA NATURAL SCIENCE ASSOCIATION, AND AUTHORIZING THE MAYOR TO SIGN ON BEHALF OF THE CITY. IT IS HEREBY RESOLVED that the City Council of the City of Redding hereby approves entering into the above-referenced Museum Funding Agreement, a true copy of which is attached hereto and incorporated herein by reference. BE IT FURTHER RESOLVED that the Mayor is hereby authorized and directed to sign said Agreement on behalf of the City of Redding; and the City Clerk is hereby authorized and directed to attest the signature of the Mayor and to impress the official seal of the City of Redding thereto. I HEREBY CERTIFY that the foregoing Resolution was introduced, read, and adopted at a regular meeting of the City Council on the 21st day of ,lune , 1994, by the following vote: AYES: COUNCIL MEMBERS: P. Anderson, Kehoe, McGeorge, Murray and R. Anderson NOES COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None ABSTAIN: COUNCIL MEMBERS: None R ERT C. ANDERSON, Mayor City of Redding AST: FORM PROVED: s '0 CONNIE STROHMAYER City Clerk RANDALL A. HAYS, City Attorney MUSEUM FUNDING AGREEMENT This agreement is made between the City of Redding, a municipal corporation and general law city(hereinafter referred to as"City"), the Alliance of Redding Museums, a California nonprofit public benefit corporation, dba Turtle Bay Park and Museum (hereinafter referred to as "TBPM"), the Redding Museum of Art and History, a California nonprofit public benefit corporation (hereinafter referred to as "RMAH"), and the Shasta Natural Science Association, a California nonprofit public benefit corporation (hereinafter referred to as "SNSA"). The successor to RMAH and SNSA will be TBPM. The three public benefit corporations are sometimes referred to in this agreement as the "Museums." 1. RECITAL OF BACKGROUND AND PURPOSE. The City of Redding has historically recognized the importance of museums and museum-related programs and activities to the cultural, educational and economic well-being of the City and its residents. Therefore, the City has provided a significant portion of the funding for RMAH and SNSA as well as museum buildings in Caldwell Park through leases with RMAH and SNSA. TBPM was established by RMAH,SNSA, and The Forest Museum to design, construct and operate a museum park and related facilities on land leased from the City popularly known as Turtle Bay, near the City's Convention Center. Overall plans have been adopted by the governing boards of the Museums, with support from the City, for the eventual merger of the museum-related programs and organizations of the Museums before the new Turtle Bay Park and Museum opens.During the term of this agreement the City will continue to provide funding for the operation of the programs of RMAH and SNSA and/or their successor. 1 2. TERM. The term of this agreement shall be for five years commencing July 1, 1994 and may be extended as provided in this agreement or otherwise by the parties. 3. PAYMENT BY CITY. (a) The City will pay to RMAH or its successor the amount of$430,000 per year during the term of this contract, and will pay to SNSA or its successor the amount of$260,000 per year during the term of this contract. (b) The City's actual cost for personnel assigned as staff for the museums and programs operated by RMAH and SNSA or their successor will be deducted from the amounts to be paid to RMAH and SNSA or their successor. (c) Payment of the net amount will be made in twelve equal monthly installments each year beginning July 1994. 4. DUTIES OF THE MUSEUMS. During the term of this agreement and any extension: (a) RMAH and SNSA and/or their successor will keep a full and complete account of their use of the City funds received pursuant to this agreement and make such accounting available to the City upon request. (b) The City will have the right at its own expense and during normal working hours to conduct reasonable audits of the books and accounts of RMAH and SNSA and\or their successor. (c) RMAH and SNSA and their successor agree to add to each of their governing boards an ex-officio non-voting member to represent the City. That ex-officio member of each board will be designated by the Mayor of the City,subject to approval of such member by the board of the museum. 2 5. CURRENT EMPLOYEES. (a) Notwithstanding any other agreement, all employees of the City who have been assigned to the Museums (hereinafter referred to as "City employees") may remain as City employees, as though this agreement had not been made, until the earlier of(1) 120 days before the opening date of the Turtle Bay Park and Museum as determined by the Board of Directors of TBPM (hereinafter referred to as the "Opening") or (2) June 30, 1997. The City will eliminate those positions at the earlier of those dates. In the event that the Opening is delayed beyond June 30, 1997, the parties will agree upon a reasonable extension not to extend beyond the term of this agreement. This agreement is not intended to create greater or lesser rights for those employees except as specifically set forth in this agreement. (b) At least 120 days before the earlier of the Opening or June 30, 1997,or such later date as may be established by the preceding subparagraph, TBPM will offer to employ each of the present employees who are then still City employees. If such employment offer is for a position for which the employee is reasonably suited and the employment offer is not accepted within sixty days, the City may thereafter eliminate the position even before the dates set forth in the preceding subparagraph, and TBPM may but will not be required to make another employment offer to that City employee. (c) If any City employee's employment with the City terminates during the term of this agreement, whether voluntarily by the employee or involuntarily pursuant to the City's personnel policies and procedures, the City will not hire or provide another employee to perform the duties of that position, and the affected museums shall determine in what manner,if at all, those duties shall be performed in the future. (d) Nothing in this agreement shall prohibit any City employee at any time from terminating City employment and becoming employed by any of the museums or any other entity, 3 nor at any time from seeking employment with any other division or department of the City pursuant to the City's recruitment and personnel policies that may be in effect from time to time. The City will provide reasonable retraining for any City employee who desires to transfer to a comparable vacant City position. (c) Duties of any City employee hired by TBPM will be determined by the agreement between the employee and TBPM. However, the base salary offered will be equal to or greater than the base salary then being paid such employee at the time City employment terminates. (f) It is the intent of TBPM to provide a comprehensive benefit package for all of its employees, including but not limited to health insurance, vacation, sick leave, holidays, and retirement or pension plan. All City employees will be given credit by TBPM for their City seniority in relation to such benefits as may be provided in the benefit package adopted by TBPM. (g) The effect of a City employee's voluntary or involuntary termination,including the effect upon compensation, deferred compensation, vacation, sick leave, retirement benefits, vacation schedule, or any other matters of City employment, shall not be the concern of the Museums except as provided in this agreement. (h) A City employee's termination shall not reduce the amounts to be paid by the City to RMAH or SNSA and/or their successor pursuant to this agreement. 6. CONTINUING FUNDING. All parties agree that RMAH, SNSA and TBPM provide and will provide a significant public function and represent a cultural and economic asset to the community. Nothing in this agreement shall be construed to require that the City will provide financial support to RMAH, SNSA or TBPM after June 30, 1999. The parties to this agreement mutually agree that their goal is that RMAH,SNSA and TBPM become self-supporting on or before June 30, 1999. However, nothing in this agreement shall preclude RMAH. SNSA, or TBPM from requesting financial support from the City in the same manner as any other community organization 4 after the termination of this agreement. 7. APPROPRIATION OF FUNDS AS CONDITION. It is the intent of all parties to carry out this agreement to the fullest extent possible. The parties recognize, however, that the City cannot by agreement commit future tax revenues beyond one fiscal year. Therefore, the duty of the City to make the payments called for by this agreement is expressly conditioned upon the appropriation of funds for that purpose by the City Council, which shall make reasonable efforts to appropriate the funds to carry out this agreement. 8. SUPPLEMENTAL DUTIES. The parties will do all things and execute all documents necessary to carry out this agreement. 9. NOTICES. Any notices or demands that may be given by a party shall be deemed to have been fully and properly given when made in writing and personally delivered or deposited in the first class certified mail, postage prepaid, addressed as follows: City of Redding City Manager 760 Parkview Ave. Redding, CA 96001 Redding Museum of Art and History Chairperson P. O. Box 990427 Redding, CA 96099-0427 Shasta Natural Science Association Chairperson P.O. Box 990185 Redding, CA 96099-0185 Alliance of Redding Museums dba Turtle Bay Park and Museum Chairperson 800 Auditorium Drive Redding. CA 96001 5 10. ENVIRONMENTAL QUALITY ACT. It has been determined that this matter is not subject to the provisions of the California Environmental Quality Act. 11. INTERPRETATION. This Agreement has been drafted as a mutual effort of all parties and shall not be construed against any party to it. Any interpretation of this agreement shall take into account the desire of all parties to enhance the economic well being and quality of life of the City's residents; establish and maintain an outstanding cultural, educational, and entertaining experience for residents and visitors, and preserve the fiscal integrity of the City and the Museums. 12. SUCCESSORS. This agreement shall inure to the benefit of and be binding upon the successors in interest of the parties hereto. 13. EXISTING LEASES. RMAH and SNSA shall have the right to continue occupying the existing museum buildings in Caldwell Park without payment of rent even beyond the term of this agreement so long as they are needed for museum programs not incorporated into the facilities at the Turtle Bay Park and Museum. Such continued occupancy shall be in accordance with the existing leases to the extent that they are not inconsistent with this agreement. Although this paragraph is intended to stand as an integral part of this agreement, the parties shall examine the existing leases of the facilities at Caldwell Park and negotiate in good faith provisions and/or extensions of those leases that are not inconsistent with this agreement. For example,the provisions of this agreement regarding personnel and employees are specifically intended to supersede provisions contained in the existing leases. 14. INDEMNIFICATION AND INSURANCE (a) Each museum and/or its successor agrees to hold the City, its officers,agents, employees, and assigned volunteers harmless from any and all actions, claims, demands, costs, damages and liabilities on account of or arising out of the City's payment to such museum of the funds referred to in paragraph 3 of this agreement, other than claims for work-related injuries 6 covered by workers' compensation insurance referred to in this paragraph or claims arising from reckless or intentional action or inaction of the City. (b) Each museum shall hold the City and its officers, agents, employees and asssigned volunteers harmless from and defend and indemnify them against any and all actions, claims, demands and liability arising from the negligence or other legal fault of that museum's governing body, officers, agents, employees and assigned volunteers. (c) Each museum shall at its own expense and at all times during the term of this agreement obtain from a company authorized to do business in California as a liability insurer and keep in effect public liability insurance as follows: (1) General liability insurance of at least $1,000,000 per occurrence for bodily injury, personal injury, and property damage; (2) Motor vehicle liability insurance of at least$1,000,000 per occurrence for bodily injury, personal injury and property damage; Those policies shall name the City and its officers, agents, employees and assigned volunteers as additional insureds, and shall contain a provision requiring the insurance carrier to notify the City in writing at least 10 days prior to any cancellation or reduction of such insurance. Certificates of insurance evidencing the coverage and notice requirements referred to in this paragraph shall be furnished to the City and approved by the Risk Manager of the City prior to the payment of any money to such museum pursuant to this agreement. (d) Each museum shall maintain workers' compensation insurance during the term of this agreement and provide the Risk Manager of the City with a certificate evidencing such insurance prior to the payment of any money to such museum pursuant to this agreement. The certificate shall contain a provision requiring the carrier to notify the City in writing at least ten days prior to any cancellation or reduction of insurance. 7 Dated: , 1994 CITY OF REDDING Mayor ALLIANCE OF REDDING MUSEUMS dba TURTLE BAY PARK AND MUSEUM Chairperson REDDING MUSEUM OF ART AND HISTORY Chairperson SHASTA NATURAL SCIENCE ASSOCIATION Chairperson 8