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LQ Historical Society/Collection of Artifacts 08AGREEMENT FOR COLLECTION MANAGEMENT THIS AGREEMENT FOR COLLECTION MANAGEMENT (the "Agreement") is made and entered into by and between the CITY OF LA QUINTA ("City"), a California municipal corporation, and the La Quinta Historical Society ("Society"). City and Society are occasionally herein individually referred to as a "Party" and collectively as the "Parties." The Parties hereto agree as follows: RECITALS WHEREAS, the City has previously entered into a Facility Use Agreement with the Society for the operation of the La Quinta Museum ("Museum"), which Facility Use Agreement has expired; and WHEREAS, the City has undertaken a project to expand the Museum, which expanded Museum the City will own, operate and manage; and WHEREAS, the Society wishes to provide a publicly accessible location for that portion of its historical artifacts that the City, in its discretion, wishes to house at the Museum; and WHEREAS, the City is willing to place certain items from the Society's historical artifacts in the expanded Museum; and WHEREAS, it is the intention of the parties that professional Museum personnel will manage, preserve, secure, and provide access to the Society's materials on exhibit in the Museum. NOW, THEREFORE, in consideration of the above Recitals, which are fully incorporated into the terms of this Agreement, and the mutual promises and obligations contained herein, the Parties agree as follows: 1. In compliance with all terms and conditions of this Agreement, the Parties agree to jointly review the Society's historical artifacts. The City, by and through its Museum Manager or his/her designee, shall have sole authority to determine which items from the Society's collection of artifacts may be housed at the Museum (hereinafter, "the Collection"). City shall also have sole discretion to determine whether or not it wishes to house any particular item or items. As to the items accepted by City and subject to Section 4 herein, the City agrees that it will exercise reasonable care to preserve and protect the Collection from damage or loss, and the City will offer the public reasonable access to the Collection pursuant to this Agreement. The Society agrees that the City shall have the sole right to determine the method, manner, or style in which any item should be displayed. Items in the Collection shall fall into two organizational categories: a) Items that are inventoried, but not catalogued. All items shall be inventoried, pursuant to Section 3 hereof, but items may not be catalogued. For purposes of this Agreement, the term "inventory" shall mean a basic itemized list of items by number and category contained in the Collection. b) Items that are inventoried and catalogued by the City. For purposes of this Agreement, the term "catalogue" shall mean a detailed and descriptive enumeration of an item which may include details such as the item's composition, age, value and provenance. Not every item in the Collection may be catalogued. 2. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations and laws of the City and any Federal, State or local governmental agency of competent jurisdiction. 3. Parties understand and agree that the Society accepts any and all risk of loss or damage to the items in the Collection while the Collection is in the City's custody and control, unless such loss or damage is caused by the City's gross negligence or willful misconduct. The Society fully accepts the risk of damage to Collection items as a result of forces outside the City's reasonable, non -negligent control, including but not limited to fire, flood, earthquake, storm, hurricane or other natural disaster, theft and other damage caused by intervening third parties whether intentional or inadvertent. 4. Insurance. Prior to the beginning of and throughout the duration of this Agreement, Society shall procure and maintain, at its cost, and submit concurrently with its execution of this Agreement, personal and public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Society's acts or omissions rising out of or related to Society's performance under this Agreement. The policy limit shall be no less than $2,000,000 per claim and in the aggregate. The policy must "pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this Agreement. The insurance policy shall contain a severability of interest clause providing that the coverage shall be primary for losses arising out of Society's performance hereunder and neither City nor its insurers shall be required to contribute to any such loss. A certificate evidencing the foregoing and naming City and its officers and employees as additional insured shall be delivered to and approved by City prior to commencement of this Agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the State of California and with an A.M. Bests rating of "A" or better and a minimum financial size VII. All insurance required by this Section shall be kept in effect during the term of this Agreement and shall not be cancelable without thirty (30) days written notice to City of proposed cancellation. The procuring of such insurance or the delivery of policies or certificates evidencing the same shall not be construed as a limitation of Society's obligation to indemnify City, its officers, employees, contractors, subcontractors, or agents. 5. The Society shall indemnify and hold harmless the City, its officers, employees, representatives and agents ("Indemnified Parties"), from and against those actions, suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs and attorneys' fees, for injury to or death of person(s), for damage to property (including property owned by City) and for errors and omissions committed by Society, its officers, employees and agents, which arise out of Society's negligent performance under this Agreement, except to the extent of such loss as may be caused by City's own negligence or that of its officers or employees. In the event the Indemnified Parties are made a party to any action, lawsuit, or other adversarial proceeding in any way involving such claims, Society shall provide a defense to the Indemnified Parties, or at the City's option, reimburse the Indemnified Parties their costs of defense, including reasonable attorney's fees, incurred in defense of such claim. In addition, Society shall be obligated to promptly pay any final judgment or portion thereof rendered against the Indemnified Parties. 6. Parties understand and agree that Society shall retain ownership of all items in the Collection accepted by the City, provided, that in the event of the Society dissolves or ceases to function as a corporate entity, title to the Collection shall be transferred to the City subject compliance with any and all applicable statutes and regulations of the State of California. 7. Parties understand and agree that this loan by Society to City of the Collection shall represent a loan of the Collection for the period of Fifty ("50") years, which period may be extended by the mutual written agreement of the Parties. Nonetheless, the Society may request the return of items in the Collection, and the City may return items within the Collection to the Society in accordance with the procedures outlined below. In the event that City is alleged by the Society to have violated this Agreement, Society shall give written notice to the City Manager, with copies to the Community Services Director, of the nature of the violation, and the City shall be provided an opportunity to cure the deficiency within a reasonable period from the date of the mailing of such notice. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees and costs of suit from the losing party. 8. City shall comply with any request by Society for the return of all or any part of the Collection, subject to the terms of this Section 9: a) The Society may, upon sixty (60) days written notice to the City's Museum Manager, temporarily remove a Collection item for purposes of repair, research or short-term presentation. Such temporary removal shall not exceed a period of five (5) business days, unless a longer period is agreed upon by the Parties in writing. b) Prior to the expiration of this Agreement, the Society shall not remove any item from the Collection for a time longer than the temporary period provided in Section 9a above, unless the City approves to such removal in writing. 9. Parties understand and agree that if at any time the City deems it necessary to return all the materials belonging to the Society, Society will be notified in writing at least 120 days prior to the deadline for removing said materials. 10. Notices required to be sent under this Agreement shall be sent to the following addresses. To City: CITY OF LA QUINTA Museum Manager Copy: Thomas P. Genovese 78-495 Calle Tampico P.O. Box 1504 La Quinta, CA 92247-1504 To Society: LA QUINTA HISTORICAL SOCIETY Donald L. Arends 78-009 Lago Drive La Quinta, CA 92247 To the extent that the addresses or contact person change after the execution of this Agreement, it shall be the responsibility of the party which has experienced the change to report the change to the other party. 11. Integrated Agreement. This Agreement contains all of the agreements of the parties and all previous understanding, negotiations and agreements are integrated into and superseded by this Agreement. 12. 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. 13. 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 affect 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. 14. 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. IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF LA QUINTA a California municipal corporation (;� �� -LC Thomas P. Genovese, City Manager ATTEST• Veronica MonteTo, City Clerk APPROVED AS TO FORM: f� M. K thenne Jenson, City Attorney LA QUINTA HISTORIC SOCIETY i By: L n o� Name: c va 1 !, • Au'NvlCA 15 Title: Date: