HomeMy WebLinkAboutAgreement with the Gilroy Historical Society.pdf1
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Agreement with the Gilroy Historical Society regarding the
City of Gilroy Museum
This GILROY MUSEUM AGREEMENT (the “Agreement”) is hereby entered into as of
January 1, 2023, by and between the City of Gilroy (“City”) and the Gilroy Historical
Society (“Society”), a 501(c)(3) non-profit organization.
Society is comprised of a group of individuals interested in preserving the history of the
City of Gilroy and its surrounding area, and the continued public access to the historical
collection and resources located at the Gilroy Museum. Society donates a portion of its
yearly monies to the support of the annual program and supplies budget for the Gilroy
Museum. City seeks to provide a revocable agreement for Society to use space owned by
City to sell items for the purpose of Museum support, as well as recruit and schedule City
of Gilroy volunteers for Museum operation and provide for Museum management so that
the public may have access to City historical resources, information, and the over 25,000
artifacts located in the Gilroy Museum collection.
City hereby gives to Society a non-transferable revocable license. This Agreement is
subject to the terms set forth herein, for the use and right to sell items for the support of
the Gilroy Museum in an area to be designated by City at City’s real property located at
195 Fifth Street in Gilroy, California 95020 (the “Museum” or “Gilroy Museum”).
1. Limited Term of Use
This agreement may be reviewed and renewed annually by either the City or Society.
The Term of the license will begin January 1, 2023 and will automatically terminate on
December 31, 2030. The license and this Agreement may be terminated prior to the end
of the Term by mutual written agreement of the parties or upon 30-day written notice by
either party.
2. Society Covenants.
Society agrees, at its sole costs and expense, to do the following:
Provide Museum services at the Gilroy Museum location during operating hours
Tuesday and Thursday 10:00 a.m. to 4:00 p.m. and the first and second Saturdays
of the month from 10:00 a.m. to 2:00 p.m. as well as at additional mutually agreed
upon times for Museum or co-sponsored City events;
In March, 2020 the Society hired a part time Museum Manager that is paid for
using the annual payout of the fund balances from the Gilroy Foundation to pay
the salary and related expenses for this position. If Society has an employee, they
will provide City proof of Worker’s Compensation insurance, as required by
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California Labor Code § 3700 et seq (and/or any other law), and each time the
policy is changed or renewed for an additional year.
The Society will continue to recruit City of Gilroy volunteers to keep the Museum
open to the public. Said volunteers will submit a City of Gilroy Volunteer
application and complete the Department of Justice (DOJ) fingerprinting process
and comply with any other City requirements. The Society will require that
volunteers are scheduled and trained in accepted museum practices. Volunteers
are required to adhere to the City of Gilroy volunteer practices and established
museum practices and policies;
Volunteers may be present as scheduled during hours of non-public operation for
completion of museum projects and meetings, museum displays and trainings.
If there are sufficient volunteers, the Society would like to increase the Museum
operating hours, particularly on Saturdays. Changes to the Museum’s public hours
are subject to the approval of the Recreation Manager or their designee and must
be submitted by the Gilroy Historical Society in writing;
Facilitate meetings with City and work together in good faith to ensure the quality
of services delivered;
Responsible for making an annual report to the Arts and Culture Commission on
the operation of the Gilroy Museum;
Responsible for providing the annual budget for museum programs and supplies
and may furnish appropriate gift items for sale at the museum for the purpose of
fundraising;
Monetary donations contributed at the Gilroy Museum will be documented and
deposited with the Society to be used for the benefit of the museum programs,
supplies, and the collection;
Continue to pay for content support and upgrades to Past Perfect, the specialized
museum software that maintains and updates the record of museum artifacts;
Maintain the microfilm equipment and films including repair, replacement, or
conversion to an equivalent service or tool;
The Society receives income annually from both the Gilroy Museum Fund and the
Lindeleaf Fund held at the Gilroy Foundation. These monies have allowed them
to pay a half time Museum Manager on a contractual basis since August of 2021.
The Society and the City, as part of volunteer recruitment will promote museum
volunteers and museum programs through the City of Gilroy Recreation Activity
Guide and their respective websites, newsletters, and social media outlets;
Create Museum emails, letters, flyers and schedules for publicity and Museum
volunteers as needed. Any museum flyers or promotional material should be
reviewed and approved by City staff before distribution. This includes all events
taking place at the museum and flyers or announcements with the City of Gilroy
logo on it.
Maintain and ensure the public areas of the Gilroy Museum are clean and free of
debris. Comply with City’s rules and regulations and all applicable laws.
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3. City Covenants.
City agrees, at its sole costs and expense, to do the following:
Provide the Gilroy Museum building, landscaping, garbage collection and
custodial duties (i.e., clean restroom, restock supplies), electricity, internet
service, burglar alarm, telephone and telephone line, air conditioning and heat;
Provide facility repair and maintenance, and weekly custodial services in the
lavatory area including basic restroom and cleaning supplies;
Provide a staff liaison responsible for all museum matters including City
volunteers, facility repair requests and other necessary functions.
Provide Wi-Fi and technology services including City networked equipment
three computers, monitors, printers, and one copy machine), software and
information technology support for the software programs, computer hardware
and disk storage space for archival collection storage and information back-ups;
Provide the volunteers with Workmen’s Compensation insurance for any injuries
incurred while volunteering, just as they do for other City volunteers;
Provide a public meeting space at the Gilroy Museum once a month for Gilroy
Museum Management meetings;
Advertise special events in the City of Gilroy Recreation Activity Guide or the
City’s social media outlets;
Provide tables and chairs to support special events;
City and Society agree that the Gilroy Museum Endowment Trust Agreement is
appended to this document and is incorporated herein.
4. Indemnification.
To the fullest extent permitted by law, Society agrees to defend, through counsel
approved by City (which approval shall not be unreasonably withheld), indemnify and
hold harmless City, its officers, representatives, agents and employees against any and all
suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and
expenses, including without limitation attorneys’ fees, arising or resulting directly or
indirectly from any act or omission of Society’s assistants, employees or agents,
including all claims relating to the injury or death of any person or damage to any
property.
5. Insurance.
Society agrees to, at no cost to City, obtain and maintain throughout the term of this
Agreement Commercial Liability Insurance on a per occurrence basis, including coverage
for owned and non-owned automobiles, with a minimum combined single limit coverage
of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or
death to any person, and damage to property, including the loss of use thereof. As a
condition precedent to City’s obligations under this Agreement, Society will furnish
written evidence of such coverage (naming City, its officers and employees as additional
insured on the Comprehensive Liability insurance policy via a specific endorsement) and
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requiring thirty (30) days written notice of policy lapse or cancellation, or of a material
change in policy terms.
6. Assignment.
Society may not assign, transfer or encumber this Agreement or the License, nor grant
any other right of use or occupancy of the Property by any party other than Society
without the prior written consent of City, which may be withheld in City 's sole and
absolute discretion.
7. Miscellaneous.
a. If any term or provision of this Agreement shall, to any extent, be invalid or
unenforceable, the remainder of this Agreement shall not be affected, and each
term and provision of this Agreement shall be valid and enforced to the fullest
extent permitted by law. This Agreement may be modified only in writing by City
and Society.
b. This Agreement and the rights and obligations of the parties shall be interpreted,
construed, and enforced in accordance with the laws of the state of California.
c. Notwithstanding anything to the contrary contained in this Agreement, the
expiration or revocation of this Agreement shall not relieve Society from Society's
obligations accruing prior to the expiration or revocation and such obligations
shall survive any such expiration or revocation.
d. The person signing this Agreement on behalf of Society represents and warrants
that he or she is duly authorized and has legal capacity to execute and deliver this
Agreement.
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IN WITNESS WHEREOF, City and Society have executed this Agreement as of the day
and year first above written.
Jimmy E. Forbis, Jr.
City Administrator
City of Gilroy, “City”
Date
Connie Rogers, President Gilroy
Historical Society, “Society”
Date
Approved as to form:
City Attorney
Attest:
Thai Nam Pham, City Clerk Date
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12/22/2022
12/27/2022
12/27/2022
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