CC Resolution 11143
RESOLUTION NO. 11143
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CAMPBELL
AUTHORIZING EXECUTION OF AN AGREEMENT WITH THE
CAMPBELL HISTORICAL MUSEUM AND AINSLEY HOUSE FOUNDATION
PROVIDING FOR THEIR USE AND OCCUPANCY OF SPECIFIED CITY FACILITIES
FOR THE PURPOSES OF STORAGE AND BUSINESS ACTIVITIES IN SUPPORT OF
THE CAMPBELL HISTORICAL MUSEUM AND AINSLEY HOUSE.
WHEREAS, The Foundation is dedicated to furthering the City's museum; and
WHEREAS, The Foundation has requested access to and use of City property for
the purpose of establishing an office from which to conduct their business and fundraising
activities; and
WHEREAS, the City has space available and wishes to support these activities; and
WHEREAS, an agreement has been submitted to the City Council outlining the
terms and conditions for such specified use in specified areas; and
WHEREAS, the City Council has the authority to approve such agreements;
NOW, THEREFORE, BE IT RESOLVED by the City Council that the Recreation and
Community Services Director is hereby authorized to execute the said agreement (Exhibit
A) on behalf of said City.
PASSED AND ADOPTED this 6th day of April 2010 by the following roll call vote:
AYES:
Councilmembers:
Kotowski, Furtado, Baker, Low
NOES:
Councilmembers:
None
ABSENT:
Councilmembers:
None
ABSTAIN:
Councilmembers: Kennedy
APP~~ED: /
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Evan D. Low, Mayor
ATTEST:
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Anne Bybee, City Clerk
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Exhibit A
Agreement for Museum Foundation Use of City Facilities
This is an agreement by and between the CITY OF CAMPBELL, hereinafter called
"City" and THE CAMPBELL HISTORICAL MUSEUM AND AINSLEY HOUSE
FOUNDATION, hereinafter called "Foundation", to clarify the Foundation's use of City
facilities according to the terms and conditions set forth hereafter.
In recognition of the Foundation's long-term support of the Campbell Historical
Museum and Ainsley House, it's occupancy of City facilities for store and storage space,
and the request for space to house an office/workstation from which to conduct the
business of the Foundation, the City finds it prudent, for the benefit of both
organizations, to memorialize this arrangement with a written document.
SUBJECT AND PURPOSE
City agrees to provide the Foundation with access and use of storage and office
space in the following areas of City buildings:
1) Museum Store space in the Firehouse Museum at 51 N. Central Avenue;
2) Storage space in the detached garage at the Firehouse Museum, provided
at the discretion of Museum staff, and not to exceed current space
occupied which includes east side shelving and occasional use of table in
center for purpose of unpacking and pricing Store merchandise;
3) Storage space in the basement of the Ainsley House at 300 Grant Street,
not to exceed the currently assigned room in the southwest corner of the
basement;
4) Museum Store space in the lower level of the Carriage House, adjacent to
the Ainsley House, not to exceed the space currently occupied;
5) Storage space in the Kitchen on the lower level of the Carriage House;
and
6) The northeast room of the upper level of the Carriage House for the
purpose of setting up an office from which to store files and conduct the
business of the Foundation and their fundraising activities.
Said property and space shall be provided only for the purposes of Foundation
office, Store and storage of official Foundation files, Store merchandise and supplies
and equipment required for their regular fundraising activities. Supplies and equipment
in excess of what is presently stored in City premises is subject to space availability and
at the discretion of the Museum Director.
Agreement for Museum Foundation Use of City Facilities
Page 2 of 8
TERM OF AGREEMENT
This agreement shall be effective for a term of three years, commencing upon the date
of the signatures below, and shall be renewable for additional years, pending the
agreement of both parties, or until such time as the Foundation's Firehouse
Enhancement Project (proposed addition and improvements to the Firehouse Museum
building, at the sole cost and expense of the Foundation, for the purposes of providing
larger and more visible Museum Store space, improving the Museum entrance and
aligning it with the street address, improving exterior lighting and visibility/awareness of
the building, and providing the Foundation with on-site storage space for Store
merchandise, all for the primary purpose of enhancing the Foundation's ability to
provide long-term financial support and stability for the City's Historical Museum and
Ainsley House) is completed, at which time a new agreement shall be executed to
address the ownership, use and maintenance of that space.
USE OF THE SITE BY THE FOUNDATION
Said use of City's property shall be subject to the following agreements and
understandings:
1) Only a limited number, not to exceed 5, of Foundation Board members or volunteers
will be issued a key to provide access to the Firehouse Museum, Carriage House
and/or Ainsley House Basement. The need for access and issuance of keys shall
be at the discretion and approval of the Museum Director. Access to the Firehouse
Museum and Carriage House is generally provided to the Foundation Store
Manager(s) only for the express purpose of setting up/stocking the Store displays
and business related to Store management. Any other access must be provided by
and upon approval of the Museum Director.
2) It is understood that the Museum Foundation is requesting use of the upstairs east
office/storage room in the Carriage House to create a workspace for the Foundation,
complete with computer. telephone and fax so that they may begin taking greater
responsibility for reservations and arrangements for Foundation events and activities
and have a place to store working files for their events, activities, fundraising
projects and business. This use will assist the Foundation in taking a more active
role in the management of their fundraising events in support of the Museum and will
create less of a burden on City Museum staff. The provision, installation and
operation of all office furniture and equipment, including telephone and data lines,
shall be at the sole expense of the Foundation.
3) The upstairs east room of the Carriage House is currently used as storage space for
more fragile Foundation supplies (china, glassware, etc.). It will be the responsibility
of the Foundation to reorganize and/or relocate their supplies to accommodate this
office use. All electrical use shall be to code with no use of extension cords (power
strips okay).
Agreement for Museum Foundation Use of City Facilities
Page 3 of 8
4) Installation of any locking mechanism on this room must be approved, in advance,
by the City's Facilities Maintenance Manager and the City must be provided with 4
keys (one to be maintained by the Facilities Maintenance Manager, one by the
Museum Director, one by the Education Coordinator, and one by the Campbell
Police Department). These keys will be used for emergency or maintenance access
only. It shall be noted that there is an HVAC panel for the building located in this
room on the west wall and access must be available (clear space in front of cabinet)
for monthly inspection and service by City contractors and/or Building Maintenance
staff. Additionally, the closet at the south end of this room provides access to the
roof attic and an accessible (3-foot wide) path must be left clear at all times for
emergency access to this area, including inside the access area.
5) In addition to the Kitchen storage and Museum Store that is operated by the
Foundation, use of the Carriage House is limited to the upstairs "office" space and
restroom only and only during times that the facility has not been scheduled for a
City or private use/event. A calendar of scheduled uses of the Ainsley House and
upstairs room will be provided to the Foundation and posted in the upstairs
meeting/changing room.
6) Availability of the upstairs meeting room does not constitute approval for use. Any
desired use of the upstairs meeting/changing room (for Committee or Board
meetings) must be scheduled and approved, at least one week in advance, by
Museum staff (866-2718).
7) All spaces are to be cleaned after use and kept neat and ready for rental usage; this
includes, but is not limited to, the upstairs meeting room when used, restrooms,
kitchen, trash receptacles and stairwell.
8) The City shall be responsible for the building and its operating systems; the
Foundation understands that they are solely responsible for any/all of their property
that is stored on the premises.
9) When issued keys, Board members are assuming responsibility for opening and
closing procedures which includes disarming the buildings properly, maintaining
security of lower level of Carriage House while in the upstairs office, turning off all
lights and equipment when departing, making sure the building is secure upon
departure and rearming the building alarm. The Foundation is responsible for
scheduling entry and exit procedure training with Museum staff.
Keys are to be issued by Museum staff only and only upon request of the Museum
Foundation President and approval of the Museum Director. The keys are City keys
and marked 'Do Not Duplicate"; they shall not be duplicated for any reason. Those
who hold keys are responsible not to loan keys to others. If a key is lost, it shall be
reported immediately to the Museum Director. If lost keys result in the need for the
re-keying of the facility, the Foundation shall take responsibility for this expense and
all keys required for re-issue to existing key holders. Additionally, the Foundation
Agreement for Museum Foundation Use of City Facilities
Page 4 of 8
shall take responsibility for collecting and returning the keys that were issued to any
member/volunteer no longer serving on the Board of Directors or no longer needing
access. The Museum staff shall maintain a list of all persons to which keys have
been issued. It is in the best interests of all to keep this list as small as possible.
10)Any/all of Foundation's Board or volunteers working on the property or carrying keys
to this facility shall be properly registered as a volunteer with the City's Volunteer
Coordinator.
INDEMNITY
Foundation agrees to indemnify, hold harmless and defend the City, its officers,
employees and agents from any claims, liability, loss, damage, actions or causes of
action, costs and expenses (including attorneys' fees) by or on behalf of any person or
entity arising out of, or alleged to arise out of, (a) a failure by Foundation to perform any
of the terms or conditions of this agreement, (b) any injury or damage happening on or
about the City's premises, (c) the failure to comply with any law or any governmental
authority, or (d) any mechanic's lien or security interest filed against the City's premises
or equipment, materials, or alterations of building or improvements thereon, except for
any claims, liability, loss, damage, actions or causes of action, costs and expenses
directly caused by the sole negligence or willful misconduct of the City. This paragraph
is intended to set forth the complete allocation of liability between the parties; and the
Foundation shall have no rights of indemnity or contribution, in law, equity or otherwise,
against the City for matters covered by this paragraph. This paragraph shall survive the
termination of this Agreement.
INSURANCE PROVISIONS
The Foundation shall maintain general commercial liability insurance that meets
standard City requirements as outlined in Attachment A, attached hereto. Proof of such
insurance shall be provided to the City on a standard Certificate of Insurance.
WAIVER OF SUBROGATION
In any Workers' Compensation or Employee Liability insurance policies
maintained by the Foundation, the insurer shall agree to waive all rights of subrogation
against the City, its agents, officers, attorneys, employees, officials, and volunteers for
losses arising from the work performed by the Foundation.
NOT A LEASE
This Agreement is a license to use the above-described property and not a lease.
The Agreement does not give rise to any interest in any real or personal property
belonging to the City.
Agreement for Museum Foundation Use of City Facilities
Page 5 of 8
CONCERNS AND COMMUNICATIONS
Any concerns and communications regarding this agreement or the use of said
City property shall be directed to the parties named below.
This agreement may be cancelled by either party upon thirty (30) days written notice.
Agreed and understood this
day of
,2010.
For Museum Foundation:
For City:
Foundation President
Recreation & Community Services
Director
Museum Foundation President
51 N. Central Ave
Campbell, CA 95008
Recreation Director
1 W. Campbell Ave. #C31
Campbell, CA 95008
Telephone:
E-Mail:
Telephone: 408-866-2139
Recreation@citvofcamobell.com
Agreement for Museum Foundation Use of City Facilities
Page 6 of 8
Attachment A
City's Insurance Requirements
Foundation shall maintain insurance conforming to the following specifications:
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office (ISO) CGL form CG 00 01 11 85; and
2. Workers' Compensation insurance as required by the Labor Code of the
State of California and Employer's Liability insurance;
B. Minimum Limits of Insurance
Foundation shall maintain limits no less than:
1. General Liability: $1,000,000 combined single limit per occurrence for
bodily, personal injury and property damage. If Commercial General
Liability Insurance or other form with a general aggregate limit is used,
either the general aggregate limit shall apply separately to this
project/location or the general aggregate limit shall be twice the required
occurrence limit.
2. Workers' Compensation and Employer's Liability: Workers' Compensation
limits as required by the Labor Code of the State of California and
Employer's Liability limits of $1,000,000 per accident.
C. Deductible and Self-Insured Retention
Any deductibles or self-insured retention must be declared to and
approved by the City. At the option of the City, either: the insurer shall reduce or
eliminate such deductibles or self-insured retention as respects the City of
Campbell and the Campbell Redevelopment Agency, its agents, officers,
attorneys, employees, officials and volunteers; or the Foundation shall procure a
bond guaranteeing payment of losses related to investigations, claim
administration, and defense expenses.
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liabilitv:
a. The City of Campbell and Campbell Redevelopment Agency, its agents,
officers, attorneys, employees, officials and volunteers are to be
covered as additional insureds as respects: liability arising out of
Agreement for Museum Foundation Use of City Facilities
Page 7 of 8
activities related to this Agreement performed by or on behalf of the
Foundation, products and completed operations of the Foundation, and
premises owned, occupied or used by the Foundation.
b. The Foundation's insurance coverage shall be primary insurance as
respects the City of Campbell and Campbell Redevelopment Agency,
its agents, officers, attorneys, employees, officials and volunteers. Any
insurance or self-insurance maintained by the City of Campbell,
Campbell Redevelopment Agency, its agents, officers, attorneys,
employees, officials and volunteers shall be excess of the Foundation's
insurance and shall not contribute with it.
c. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the City of Campbell, Campbell
Redevelopment Agency, its agents, officers, attorneys, employees,
officials, and volunteers.
d. The Foundation's insurance shall apply separately to each insured
against whom claim is made or suit is brought except with respect to
the limits of the insurer's liability.
3. Workers' Compensation and Emplover's Liabilitv Coveraqe: The insurer
shall agree to waive all rights of subrogation against the City of Campbell
and Campbell Redevelopment Agency, its agents, officers, attorneys,
employees, officials, and volunteers for losses arising from work
performed by the Foundation for the City.
4. All Coveraqes: Each insurance policy required by this clause shall be
endorsed to state that coverage shall not be suspended, voided, canceled
by either party, reduced in coverage or in limits except after thirty (30)
days prior written notice by certified mail, return receipt requested, to the
City.
E. Acceptability of Insurers
Without limiting Foundation's indemnification provided hereunder,
Foundation shall take out and maintain at all times during the life of this
Agreement, the policies of insurance listed in this Agreement. Insurance is to be
issued by an issuer with a current A.M. Best Rating of AVII and be authorized to
transact business in the State of California, unless otherwise approved by the
City.
Agreement for Museum Foundation Use of City Facilities
Page 8 of 8
F. Verification of Coverage
Foundation shall furnish the City with the original certificates of insurance
and amendatory endorsements evidencing coverage required by this clause. All
certificates and endorsements are to be received and approved by the City before
work commences or space is occupied. However, failure to obtain the required
documents prior to the work beginning shall not waive the Foundation's obligation
to provide them. The certificates and endorsements for each insurance policy are
to be signed by a person authorized by that insurer to bind coverage on its behalf.
The certificates are to be on forms acceptable to the City. The City reserves the
right to require complete, certified copies of all required insurance policies,
including endorsements effecting coverage required by these specifications, at
any time.
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