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LQ Historical Society/Operation Agreement 00OPERATING AND USE AGREEMENT THIS OPERATING AND USE AGREEMENT is made and entered into this 71h day of March 2000, by and between the La Quinta Redevelopment Agency, a public entity, hereinafter referred to as the "Agency," and the La Quinta Historical Society, a nonprofit corporation herein referred to as the "Society." WHEREAS the Agency is in the process of acquiring certain Premises and improvements located at 77-885 Avenida Montezuma in the City of La Quinta ("City"), particularly described in Exhibit "A" attached hereto and incorporated herein by this reference (the "Premises") in Project Area No. 1 for the purposes of rehabilitating and ultimately expanding the Premises as a public museum pursuant to the authorization in the Redevelopment Plan for expenditures on cultural facilities; and WHEREAS the Agency desires that these properties be maintained as an historical museum by the Society; and WHEREAS it is contemplated that the Agency shall continue to own the Premises during all renovation and expansion construction phases and that the Society shall operate the facility in cooperation with the Agency pursuant to the terms of this Agreement; and WHEREAS the Society has operated the site previously and sponsored related programs since February 13, 1994; 1 NOW THEREFORE the parties hereto agree as follows: 1. TERM This Agreement shall be for a term of one (1) year, commencing on the day that escrow closes on the Museum building and expiring one year from that date. 2. RENEWAL This Agreement shall be automatically renewed each year unless either party gives a minimum of thirty (30) days written notice of intent to terminate. 3. RESPONSIBILITIES OF THE LA QUINTA HISTORICAL SOCIETY During the term of this Agreement, the Society shall provide the resources necessary to: a. Operate the Historical Society Museum free of charge to the public a minimum of twenty-seven (27) hours per week for public visits from October through May of each year (hours of operation: Wednesday — Saturday, 10:00 a.m. — 4:00 p.m., Sunday, 1:00 — 4:00 p.m.) and a minimum of 12 hours for public visits during June and September (hours of operation: Friday -Sunday, 10:00 a.m. — 2:00 p.m. b. Provide all necessary indoor staffing and janitorial services; 2 C. Secure and display significant historic collections of photographs, furniture, books and other materials which accurately portray the historic development of the City of La Quinta and the Coachella Valley; d. Promote the public use of these facilities through local and appropriate regional media; e. Provide general liability insurance and exhibit insurance to the satisfaction of the Agency; f. Provide educational programs such as speakers and field trips for students and adults; g. Pay for all utility costs associated with operation of museum and grounds (e.g. water, phone, electric, sewer, cable television, gas). 4. RESPONSIBILITIES OF THE AGENCY During the term of this Agreement, the Agency, through its appropriate agencies, shall provide the resources necessary to: a. Repair interior and exterior damage and/or breakage to said Premises and structural contents thereof (not to include damage to exhibit materials); b. Provide maintenance of Premises including landscaping and parking lot areas; 3 C. Secure fire and property liability insurance or self-insurance. The property insurance shall not include coverage for the exhibit materials. 5. USE OF PREMISES The Premises shall be used for no other purpose than display of historic collections, administration of education programs and Society sponsorship of meetings for fundraising or to conduct official Society meetings, and to support operation of the museum and its goals without the written consent of Agency, and Society shall not allow the facility to be used by any other individual, group or organization for any purpose without express written consent of Agency. The use and operation of the Premises by the Society shall be in accordance with all ordinances, resolutions, rules, regulations and laws of the City of La Quinta and any Federal, State or local governmental agency of competent jurisdiction. 6. ALTERATIONS Society agrees not to make or allow to be made any change, alteration or addition to or in any of the Premises or improvements without first obtaining written consent of Agency. All such alterations shall be made by Society at its own expense and Agency shall be held harmless from any costs or liens as a result of such alterations or improvements. L! 7. CONTRACT ADMINISTRATION The individual from the Society designated to be the principal and representative for performance pursuant to this Agreement is: Its President or his/her designee. The officer of the Agency in charge of administering this Agreement is: City Manager or his designee. 8. TERMINATION After the initial one (1) year term, this Agreement may be terminated at any time by either party, with or without cause upon thirty (30) days written notice. 9. ACCESS Agents of the Agency or City may enter the Premises at any and all times for the conduct of municipal business or to inspect the Premises for compliance with the municipal code and other applicable laws, or in response to an emergency situation that imperils life, limb or property. 10. INDEPENDENT CONTRACTOR Neither the Agency nor any of its employees shall have any control over the manner, mode or means by which Society, its agents, or employees, perform the services required herein, except as otherwise 5 set forth. Society shall perform all services required herein as an independent contractor with only such obligations as are consistent with that role. Society shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of the Agency. 11. INDEMNIFICATION The Society shall defend, indemnify and hold harmless the Agency and the City, its officers, employees, representatives and agents, from and against any and all attorneys' fees for injury to or death of person(s), for damage to property (including property owned by the Agency) and for errors and omissions committed by Society, its officers, employees, and agents, arising directly out of or related to Society's performance under this Agreement, except to the extent of such loss as may be caused by Agency's or the City's own negligence or that of its officers or employees. 12. CALIFORNIA LAW This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Society covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 0 13. CONFLICT OF INTEREST No officer or employee of the Agency shall have any personal interest, direct or indirect, in the Agreement nor shall such officer or employee participate in any decision relating to the Agreement which effects his personal interest or the interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Society warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 14. COVENANT AGAINST DISCRIMINATION Society covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the performance of this Agreement. Society shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin or ancestry. 15. INTEGRATED AGREEMENT This Agreement contains all of the agreements of the parties and all previous understandings, negotiations and agreements are integrated into and superseded by this Agreement. 7 16. AMENDMENT This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing signed by both parties. 17. SEVERABILITY In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not effect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder. 18. AUTHORITY The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. 19. SUCCESSORS AND ASSIGNS All provisions of this Agreement are binding upon any successors, assigns and representatives of the parties hereto and inure to the benefit of any successors and assigns of the parties hereto. E•1 IN WITNESS WHEREOF the parties have executed this Agreement on the day and year first written above. ATTEST: \` -1 -•--ncy Secretary APPROVED AS TO FORM: LA QUINTA REDEVELOPMENT AGENCY Executive Director Dawn C. Honeywell, Agency Counsel/City Attorney REVIEWED AND APPROVED: By: President, La Quinta Historical Society \\LAQUINTA\VOL1\SHARED\citymgr\BRITT\OPERATING AND USE AGREEMENT.doc W *-------------------------- • MetroScan / Riverside Owner :La Quinta Historical Society Site :77885 Avenida Montezuma La Quinta 92253 Mail :PO Box 1283 La Quinta Ca 92253 Use :C05 Off,General Office Buildings Plat :Santa Carmelita At Vale La Quinta No 14 Bedrm: BthF3H: / / Bldg SF: *-------------------------- MetroScan / Riverside Owner :La Quinta Historical Society Site :*No Site Address* Mail :PO Box 1283 La Quinta Ca 92253 Use :C24 Vacant,Commercial Land Plat :Santa Carmelita At Vale La Quinta No 14 Bedrm: BthF3H: / / Bldg SF: *-------------------------- MetroScan / Riverside Owner :La Quinta Historical Society Site :*No Site Address* Mail :PO Box 1283 La Quinta Ca 92253 Use :C24 Vacant,Commercial Land Plat :Santa Carmelita At Vale La Quinta No 14 Bedrm: BthF3H: / / Bldg SF: EXHIBIT A •----------------------------* Parcel :773 101 001 Xfered :04/08/1998 Price :$150,000 Full OwnerPh . MapGrid :849 F7 YB: Pool:No Ac: •----------------------------* Parcel :773 101 002 Xfered :04/08/1998 Price :$150,000 Full OwnerPh MapGrid YB: Pool:No Ac: •----------------------------* Parcel :773 101 003 Xfered :04/08/1998 Price :$150,000 Full OwnerPh MapGrid YB: Pool:No Ac: The Information Provided Is Deemed Reliable, But Is Not Guaranteed. '91 ri s , SO'OnWd/39 ?ate d0/N-7AV N or w y •nl I e Om a- ©'�I o ®olo ee ec e s •� - -•i-- lu O O�O (D D N f u N N411 N N 1hH o h y O sc .s s os •er O.YYV lVN— � MYi 0 ee•s�r fYO/N3AV — - R f 7i e m / e e •et os NO 79 •rr N# �'6zE VO/N3AV � Y " 'L yrm h r � M �� O Le IY 07o•oy 0 Y ---I I I t I W H N H U W cc a N 0 1*1 Ll uw-j `�•c o� V44 v I-4C0R"j9P02RATM w OF T1'� Addendum to the Operating and Use Agreement This is an addendum to the Operating and Use Agreement is made an entered nd g d e to ed into this 2 day of October, 2001 by and between the La Quinta Agency, Redevelopment A p g y, a public entity, hereinafter referred to as the "Agency", and the La Quinta Historical Society, a nonprofit corporation herein referred to as the "Society". The Agency and the Society entered into an Operating and Use Agreement ' . g g dated March 7, 2000 in which the Society agreed to certain conditions. Section 3 e () of the Operating tang and Use Agreement states that the Society will "provide general liabilityinsurance and exhibit t insurance to the satisfaction of the Agency." The Society has requested that the condition requiring exhibit insurance q g be deleted from the Operating and Use Agreement, as provided in Exhibit A. As specified in Section 16 of the Operating and Use Agreement "This Agreement g g Bement may be amended at any time by the mutual consent of the parties by an instrument in writingsigned ' gned by both parties. The Agency agreed to delete the condition of exhibit insurance from Section 3(e) of the Operating and Use Agreement at their regularly scheduled meeting of October 2, 2001. In witness whereof the parties have agreed to this addendum to the Agreement g ment dated March 7, 20005 and have executed this Addendum on the day and year first written above. e. ATTEST: LA QUINTA REDEVELOPME NT AGENCY BY. . GR.EEIr THOMAS P. GENOVESE Agency Secretary Executive Director APPROVED AS TO FORM: f M. KAj HERINE JENSON, Agenc Counsel/City Attorney REVIEWED AND APPROVED: BY: Pr si ent, La Quinta H' ric-al Society Exhibit A Joseph A. Irwin 44-065 Camino La Cresta La Quinta, CA 92253-3950 760-360-9851 j-a.irwin@worldnet.att-net September 8, 2001 Dodi a Horvitz Director, Community Service Department Y Quinta City of La p 78-495 CalleTampico La Quinta, CA 92253 Dear Dodie: The La Quinta Historical Soviet 's Executive ' y tive Committee has asked that I raise the question of insur ance as provided in Section 3e. of the Operating between the LaQuinta �' g and Use Agreement Redevelopment Agency and th the Soviet to rove g y e Society. Specifically it requires Y provide general liability insurance and exhibit ' q of the Agency. insurance to the satisfaction I spent many hours discussing this a eem Mark Weiss and Dawn �' during ent and related real estate transfer with Honeywell dung 1999, which culminated approval by Council and execution ' in the agreement's in February, 2000. The parties intended to tr rights to the real estate but that title to Mu ansfer all Museum artefacts would remain with the Society. The City asked that we obtain exhibit insurancey for the value of our artifacts which we promised to do without fully realizing all of the required to fulfill g costs and volunteer -hours that we were our promise. . It took a little time to identify a suitable insu rance carver for this unusual type of cover and then learned that an appraisal of the art' could be issued. artifacts was required before a policy It took additional time for us to locate P y competent and experienced in appraising an appraisal firm that was recentlyobtain pp g museum artifacts such as ours. The Soviet obtained a 41 page formal appraisal, a co o f which y $4,000 and about 150 volunteercopy ich is enclosed, at a cost of hours expended to assist in preparing the inventory. p g The appraiser determined that the artifacts examined had a replacement cost of $80,428. I have since obtained a quote from value at an 4 m Monarch E&S Insurance Services for that annual premium of $1,798.75. That policy has p y not been bound. I recently asked Barbara how she would replace the collection if the artifacts were catastrophe. She said she and other Boar other similar collection of substanced members knew of no that she could turn to. The articles ar Quinta and could not be purchased from e unique to La P mart dealers or other vendors. Since e to replace the artifacts at an cost the i she would be unable Y � insurance money would be deposited in th other, as yet undetermined p e bank and used for Purposes. Our inability to identify any potential met hod thod of replacing these artifacts has led us to question the very concept of insurance in this case. If, for example, we lost a collection of valuable paintings b -purchase other w y e could use the insurance proceeds to works of art by Monet or comparable artists. Obviously these artifacts of La Quinta and its environs canno t be found at the Home Depot or from an that we know of. Thus our insurance Policy b y other source P Y becomes purely a financial instrument. We don't know what th e Board would decide to do with the proceeds do know the could not use P ceeds in case of a loss but �'�'e Y e those funds to purchase replacement artifacts. cts. With these thoughts in mind we have begun to ra � question the wisdom of obtaining exhibit Insurance as a practical matter and would appreciate your th u ht alternatives. I suspect that staff might begin y Q g s as to possible g g n to develop similar questions if the artifacts were owned by the City. The artifacts just cannot be replaced. p aced. The Society is prepared to waive an liability loss of museum exhibits,y Y from the City with respect to the except for loss due to negligence or o City. Is it not time reexamineotherwise caused by the the operating agreement? We would certainly any comments and suggestions that Y g You might offer. appreciate During earlier contract negotiations Mark and Dawn asked that our General Liability insurance policy be increased from on e to two million dollars which we bound on January 10, 2000. Mark indicated that You would ould like some documentation to that effect and I have ob tained the enclosed Certificate of LiabilityInsurance urance from our broker. If you have any further questions, please call. Sincerely, Enc. Hemmerdinger Fine Art Appraisal Certificate of Liability Insurance Second Addendum to the Operating and Use Agreement With the La Quinta Historical Society This is an addendum to the Operating and Use Agreement made and entered into this 4"' day of November , 2003 by and between the La Quinta Redevelopment Agency, a public entity, hereinafter referred to as the "Agency" and the La Quinta Historical Society, a non-profit corporation herein referred to a the "Society". The Agency and Society entered into an Operating and Use Agreement dated March 7, 2000 in which the Society agreed to certain conditions. As specified in Section 16 of the Operating and Use Agreement "This Agreement may. be amended at any time by the mutual consent of the parties by an instrument in writing signed by both parties." The Society had requested that the condition requiring exhibit insurance be deleted from the Operating and Use Agreement. On October 2, 2001, the Agency agreed to delete Section 3(e) of the Operating and Use Agreement stating the Society will provide exhibit insurance. On October 7, 2003, the Society submitted a proposal in which the hours of operation of the Museum would be altered from the hours stated in the Agreement. The Agreement with the Historical Society states that the organization will operate the La Quinta Museum for a minimum of twenty- seven (27) hours per week from October through May with the hours on Wednesday through Saturday, 10:00 a.m. to 4:00 p.m. and Sunday 1:00- 4:00 p.m. with a minimum of 12 hours for public visits during June and September with the hours of Friday -Sunday 10:00 a.m. to 2:00 p.m. (Section. 3 (a) of the Agreement.) The total number of hours of operation of the Museum by the Historical Society under the existing agreement is approximately 936 hours per year. It is agreed that the revised operation schedule will be Thursday -Saturday 10:00 a.m. to 2:00 p.m. which is twelve (12) hours per week for the months of October through May. The total number of hours of operation of the Museum by the Historical Society under this revised agreement is approximately 384 per year. The Society has requested the City of La Quinta fund the premiums for the general liability insurance (Section 3 (e)) as well the utilities (Section 3 (g)) and office expenses of the Museum. To the extent that the City of La Quinta agrees to fund the insurance premiums up to $2,100 for the Society to provide general liability insurance and agrees to fund up to $2,400 for utility costs paid directly by the City, the Society will be excused from those obligations. Utility usage exceeding the $2,400 limit will be billed to the Historical Society barring any site damage that may have impacted the utility costs. In witness whereof the parties have agreed to this addendum to the Agreement dated March i, 2000, and have executed this Addendum on the day and year first written above. ATTEST: BY: � J 'S. GREEK Agency Secretary APPROVED AS TO FORM: 4V M. K HERINE JEr4sON Agency Counsel REVIEWED AND APPROVED: LA QUINTA REDEVELOPMENT AGENCY MARK WEISS Acting Executive Director By: President La Quinta Historical Society