HomeMy WebLinkAboutGilroy Historical Society - Museum Services License Agreement (2019)Agreement with the Gilroy Historical Society regarding the
City of Gilroy Museum
This GIL,ROY MUSEUM AGREEMENT (the "Agreement") is hereby entered into as of
January 1, 2019, by and between the City of Gilroy ("Licensor") and the Gilroy
Historical Society ("Licensee"), a 501 (c)(3) non-profit organization.
Licensee 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. Licensee donates a portion of its
yearly monies to the support of the annual program and supplies budget for the Gilroy
Museum. Licensor seeks to provide a revocable agreement for Licensee to use space
owned by Licensor 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.
Licensor hereby gives to Licensee a non -transferable revocable license. The 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 Licensor at Licensor's real property
located at 195 Fifth Street in Gilroy, California 95020 (the "Gilroy Museum").
Licensor also hereby gives to Licensee permission to recruit and schedule City of Gilroy
volunteers for Museum operation and provide for Museum program oversight so that the
public may have access to City historical resources, information, and over 25,000
artifacts located in the Gilroy Museum collection.
1. Limited Term of Use
This agreement may be reviewed and renewed annually by either the Licensor or
Licensee.
The Term of the license will begin January 1, 2019 and will automatically terminate on
December 31, 2022. 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. Licensee Covenants.
Licensee 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 Saturday 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;
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• The Licensee 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.
• The Licensee 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 Licensee 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 Director or their designee and must
be submitted by the Gilroy Historical Society in writing;
• Facilitate meetings with Licensor 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 Licensee 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 Licensee has established its own endowment fund with the Gilroy
Foundation. Only the annual interest income is available to the Licensee, and the
Licensee has chosen to reinvest the income to grow the fund. The Licensee
intends to eventually use the fund's annual income to hire a part-time Museum
Director on a contractual basis.
• The Licensee and the Licensor, 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.
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3. Licensor Covenants.
Licensor agrees, at its sole costs and expense, to do the following:
• Provide the Gilroy Museum building, landscaping, garbage collection, 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;
• Licensor and Licensee 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, Licensee agrees to defend, through counsel
approved by Licensor (which approval shall not be unreasonably withheld), indemnify
and hold harmless Licensor, 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 Licensee's assistants, employees or
agents, including all claims relating to the injury or death of any person or damage to any
property.
5. Insurance.
Licensee agrees to, at no cost to Licensor, 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 Licensor's obligations under this Agreement, Licensee will furnish
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written evidence of such coverage (naming Licensor, its officers and employees as
additional insured on the Comprehensive Liability insurance policy via a specific
endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation,
or of a material change in policy terms.
6. Assignment.
Licensee 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 Licensee
without the prior written consent of Licensor, which may be withheld in Licensor'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
Licensor and Licensee.
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 Licensee from
Licensee'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 Licensee represents and warrants
that he or she is duly authorized and has legal capacity to execute and deliver this
Agreement.
IN WITNESS WHEREOF, Licensor and Licensee have executed this Agreement as of
the day and year first above written.
Gabriel A. Gonzalez Date
City Administrator
City of Gilroy
Licensor
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Date
Historical Society Licensee
Approved as o form:
City Attorney
Attest:
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City -lie
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