HomeMy WebLinkAboutItem III (D) Approval and Authorization for Mayor and City Clerk to execute Amended and Restated Withers-Maguire House Museum Operation Agreement AGENDA 3-5-96
"CENTER OF GOOD LIVING - PRIDE OF WEST ORANGE" Item III D
Ocoee
O% P
COMMISSIONERS
_ 1:3 .41:6.-40°•
CITY OF OCOEE RUSTY OHNSON+- SCOTT ANDERSON
v 150 N.LAKESHORE DRIVESCOTTA.GLASS�'� � OCOEE,FLORIDA 34761-2258JIMGLEASON'ji. VV (407)656-2322
CITY M ANAGER
Of GpOv ELLIS SHAPIRO
MEMORANDUM
DATE: February 26, 1996
TO: The Honorable Mayor and Board of City Commissioners
FROM: Montye E. Beamer, Director
Administrative Services
SUBJECT: Amended and Restated Withers-Maguire House Museum Operation Agreement
On January 16, 1996, the City Commission approved the modifications to the original Withers-
Maguire House Museum Operation Agreement as recommended in the City Attorney's memo
dated December 27, 1995. Custody and control of the Withers-Maguire House was awarded to
the Ocoee Historical Commission by the City Commission at its November 7, 1995 meeting. The
date as referred to in this amended and restated agreement is this November 7, 1995 action.
The City Attorney has prepared the attached document; for your ease of review, it is the
blacklined copy. It does not differ from what the Ocoee Historical Commission, Inc. acted on at
its January 11, 1996, meeting.
Staff recommends that the amended and restated Withers-Maguire House Operation Agreement
be approved and that the Mayor and City Clerk be authorized to execute.
MEB/jbw
Attachment
Z
{AMENDED AND RESTATED}
WITHERS-MAGUIRE HOUSE MUSEUM
OPERATION AGREEMENT
by and between
THE CITY OF OCOEE,
a Florida municipal corporation
and
OCOEE HISTORICAL COMIVIISSION, INC.,
a Florida not-for-profit corporation
{AMENDED AND RESTATED}
WITHERS-MAGUIRE HOUSE MUSEUM OPERATION AGREEMENT
THIS < {AMENDED AND RESTATED WITHERS-MAGUIRE
HOUSE MUSEUM OPERATION AGREEMENT (this "Agreement") is made this day
of < , 1995, >I__ . 1996, and is agreed to by the parties
to be effective as of the 7th day of November. 1995 }by and between the CITY OF OCOEE,
a Florida municipal corporation (hereinafter referred to as the "City"), whose mailing address
is 150 North Lakeshore Drive, Ocoee, Florida 34761, and OCOEE HISTORICAL
COlVMSSION, INC., a Florida not-for-profit corporation (hereinafter collectively referred to
as the "Curator"), whose mailing address is 16 East Oakland Avenue, Ocoee, Florida 34761.
RECITALS
A. The City is the owner of a historical structure and related improvements known
as the Withers-Maguire House, together with personal property owned by the City and displayed
therein or designated for use therein (the "Museum") located on certain real property in Orange
County, Florida, as more particularly described in Exhibit "A" attached hereto and by this
reference made a part hereof (the "Property"); and
B. The City has completed the internal and external restoration of the Museum and
the City intends that the Wither-Maguire House will be operated as an official museum of the
City of Ocoee top reserve and display furnishings, artwork, historical relics, rare books and
other property relating to the history of the City of Ocoee and its citizens.
C. The Curator has requested the City to permit the Curator to operate the Museum
on behalf of the City and the City has agreed to authorize the Curator to operate the Museum.
D. The City and the Curator . . . - • • _ _ • - • . {previously
entered into that certain Withers-Maguire House Museum Operation Agreement as
a. .roved b the Cit Commission of the Cit at its r• . larl scheduled meetin. held on
November 7, 1995 (the "Original Agreement") which} set forth the terms, conditions and
responsibilities of the Curator in the operation, management, maintenance and day-to-day care
of the Museum.
{E. The City and the Curator desire to enter into this Agreement to revise Section
13 and other provisions of the Original Agreement.}
NOW, THEREFORE, in consideration of the mutual premises hereof, and other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
SECTION 1. RECITALS. The above recitals are true and correct and are
incorporated herein by this reference.
SECTION 2. APPOINTMENT OF CURATOR AUTHORITY. The City hereby
appoints the Curator as the official curator of the Museum to operate, manage, maintain and
otherwise utilize the Museum, subject to and in strict compliance with the terms and conditions
contained in this Agreement. The Curator hereby accepts its appointment as curator, subject to
and in strict compliance with the terms and conditions contained in this Agreement. By
acceptance of this appointment, the Curator shall have the authority, subject to the terms and
conditions set forth in this Agreement, to manage and operate the Museum on a daily basis;
conduct programs and activities; raise funds; request and receive gifts, and bequests of money;
acquire, receive, and hold funds, objects of value or other personal property; and make
expenditures to or for the direct benefit of the Museum; all on behalf of any for the benefit of
the City.
SECTION 3. OPERATION. The Curator shall have access to the Museum
commencing on the Effective Date of this Agreement to acquire, obtain, and establish the
Museum Collection and set up the Museum for operation. The Curator anticipates that the
Museum will be ready to open for operation on December 1, 1996. The Curator shall provide
thirty (30) days prior written notice to the City before the anticipated date of opening of the
Museum to the public. Within such thirty day period, the City shall cause an inspection of the
Museum and the Museum collection and provide the Curator with changes, if any, which are
required to be made prior to the anticipated opening date. The Curator shall make any such
changes requested by the City. The Curator and the City acknowledge that the Museum may
be open, as approved by the City and the Curator, for operation or viewing on a limited basis
prior to the anticipated opening date. Notwithstanding anything contained herein to the contrary,
the Museum may not be opened to the public until the Curator has received approval from the
City. In order to reduce the daily wear and tear on the Museum, the Museum shall only be
open to the public on certain days and at certain times as provided in the Collection Policies (as
defined below).
SECTION 4. COLLECTION POLICIES. The Curator hereby agrees to operate the
Museum pursuant to the Withers-Maguire House Museum Collection Policies (the "Collection
Policies"), a copy of which is attached hereto as Exhibit "B" and incorporated herein by this
reference, as amended by the City from time to time, in the City's sole and absolute discretion.
SECTION 5. TERM. This Agreement shall be for an initial term of five (5) years
{commencing on November 7, 1995}, which term shall be automatically extended for
additional one (1) year periods, unless either party provides the other party written notice of
termination ninety (90) days prior to the expiration of the initial term or any additional term;
provided, however, in the event the City shall revoke the appointment of the Curator pursuant
to Section 18 hereof, then this Agreement shall terminate as provided therein.
2
SECTION 6. CURATOR OFFICE SPACE. The City and the Curator agree that
a portion of the Museum, designated as Site No. 14 on the proposed floor plan previously
provided by the Curator to the City, may be utilized as the office space for the Curator for its
daily operation activities, which area will not be open to the public. Upon receipt of a written
request from the Curator to relocate this office to another area within the Museum, the City may
agree to such relocation, at the City's sole discretion.
SECTION 7. FEES. The Museum shall be open to the public without fee for
admission. In order to offset the cost of operation of the Museum, the Curator may make a
written request for approval to the City detailing the amount of admission fees recommended to
be charged to the public for admittance to the Museum. The City shall consider the
recommendation of the Curator and may determine in its sole discretion, to deny the request,
approve the admission fee as recommended, or increase or decrease the recommended admission
fee as determined by the City. No admission fee may be charged to the public until such
admission fee is approved by the City.
SECTION 8. FUNDS. All funds collected or derived by the Curator in connection
with operation of the Museum, including any entrance donations and promotional fees, shall be
retained by the Curator to be utilized for the operation of the Museum or for activities relating
to the restoration of historically significant buildings, landmarks and areas of the City. A notice
must be posted in a conspicuous place at the entrance to the Museum stating that all such
entrance donations and promotional fees are made to the Curator. All funds collected or derived
from the deaccession of collection objects shall be deposited into a bank account for the benefit
of the City. Any expenditures of such funds in any amount by the Curator must be approved
by the City prior to any expenditure.
SECTION 9. SUBMITTALS.
The Curator shall be required to submit to the City the following
submittals within the time periods set forth below and in a form approved by the City:
a. On or before the Effective Date and on January <31th> {31st}
of each successive year thereafter, a roll of all members,
volunteers, directors and officers of the Curator.
b. On or before the Effective Date and on January <31th> {31st}
and June 30th of each successive year thereafter, a complete
inventory of all objects in the Museum collection sufficient in
content to permit the City to confirm such inventory, including a
physical inventory of the objects in the Museum conducted by the
City, by September 30th of each successive year, a report detailing
the additions to and deletions from the Museum Collection during
the preceding six month period and a VCR tape demonstrating
each room in the Museum in its entirety and each of the items in
3
the Collection with sufficient detail to determine the quality and to
identify each object.
c. On January <31th> {31st} and June 30th of each successive
year, visitor counts for each month and the average daily visitor
count for the preceding six month period.
d. On or before the Effective Date, and on January 31st of each
successive year, a room by room floor plan detailing the location
and type of all furniture and significant Museum collection objects
in the Museum.
e. On January 31st and June 30th of each successive year, the bank
account statement and other records detailing all funds held by the
curator and derived or collected from the operation of the
Museum, detailing the date and source of receipt of all the funds.
f. Within thirty days after completion, the annual fmancial statements
of the Curator, prepared by the Curator in accordance with
generally accepted accounting principals, which will consist of a
balance sheet, accounts payable and accounts receivable.
g. All reports or other information required to be submitted under the
Collection Policies at such times as provided therein.
h. Any and all other materials, reports, details or other information
required by the City.
SECTION 10. MAINTENANCE.
The Curator shall maintain all objects in the Museum collection to the
highest possible standard. Due care should be given when moving furniture and large objects
so as to not to damage the floors, walls or other fixtures in the Museum. The Curator shall be
responsible for all cleaning and dusting of the Museum and the Museum collection. The City
shall maintain the Museum on a periodic basis or when repairs or restoration is advisable or
necessary and shall be responsible for maintenance of the Museum grounds. The City's
maintenance activities shall be conducted at times and in such manner so as to minimalize, to
the extent practical, the activities of the Curator and the use of the Museum by the public. The
City shall, except in emergency situations, provide the Curator forty-eight (48) hours prior
notice of any intended maintenance or repair activities and the Curator and the City agree to
mutually cooperate in their respective maintenance and operation activities.
SECTION 11. RECORDS.
4
SECTION 16. INSURANCE. The City shall, during the term of this Agreement, at
its own expense, maintain comprehensive liability insurance with respect to the Museum insuring
against risks and in such amounts as determined by the City. In addition, the City shall maintain
at its own expense casualty insurance with respect to the Museum and the Museum Collection,
insuring customary risks, including fire and theft, with coverage at all times in an amount equal
to the full insurable (replacement) value of the Museum and the Museum Collection, including
"fine arts" coverage for objects in the Museum Collection where appropriate. Insurance
proceeds from casualty losses shall be paid to the City and may be applied, as determined in the
City's sole and absolute discretion, to firstly (i) replace, repair or restore the damaged property,
and secondly (ii) such other purposes as the City may determine relating to the Museum.
SECTION 17. EQUAL OPPORTUNITY MEMBERSHIP. The Curator shall at all
times provide equal membership and employment opportunities to all persons regardless of race,
color, religion, sex, age or national origin in the operation of the Museum.
SECTION 18. NOTICE: PROPER FORM. Any notices required or allowed to be
delivered shall be in writing and be deemed to be delivered when (1) hand delivered to the
official hereinafter designated, or (2) upon receipt of such notice when deposited in the United
States mail, postage prepaid, certified mail, return receipt requested, addressed to the party at
the address set forth opposite the party's name below, or at such other address as the party shall
have specified by written notice to the other party delivered in accordance herewith.
CURATOR: Ocoee Historical Commission, Inc.
16 East Oakland Avenue
Ocoee, Florida 34761
Attention: President
CITY: City of Ocoee
City Manager
150 North Lakeshore Drive
Ocoee, Florida 34761
SECTION 19. DEFAULT. In the event the Curator fails to perform any of the
covenants and obligations set forth in this Agreement to be performed by the Curator within any
applicable cure period, then the City may terminate the appointment of the Curator and thereby
terminate this Agreement whereby the Curator and the City shall be relieved of any and all
further obligations under this Agreement, and may elect to proceed at law or in equity to enforce
its rights hereunder, including the right of specific performance.
SECTION 20. NOTICE OF DEFAULT AND OPPORTUNITY TO CURE. In the
event of a default under any of the terms or provisions of this Agreement or the Collection
Policies, the non-defaulting party hereto shall give the other party written notice of any default
hereunder and shall allow the defaulting party fifteen (15) days from the date of its receipt of
6
such notice within which to cure any such defaults or to commence and thereafter diligently
pursue to completion good faith efforts to effect such cure and to thereafter notify the other party
of the actual cure of any such defaults. This Agreement is enforceable at law or in equity by
the non-defaulting party, including, but not limited to the right of specific performance.
SECTION 21. ASSIGNABILITY OF AGREEMENT. The Curator may not assign
this Agreement, or any interest therein, without the prior express written consent of the City.
Any purported or attempt of assignment by Curator without the prior express written consent
of the City shall constitute a default by Curator under this Agreement.
SECTION 22. APPLICABLE LAW. This Agreement and the provisions contained
herein shall be construed, controlled, and interpreted according to the laws of the State of
Florida.
SECTION 23. SEVERABILITY. If any part of this Agreement is found invalid or
unenforceable by any court, such invalidity or unenforceability shall not affect the other part of
this Agreement if the rights and obligations of the parties contained therein are not materially
prejudiced and if the intentions of the parties can continue to be effected.
SECTION 24. RECOVERY OF ATTORNEYS' COSTS AND FEES. In connection
with any litigation between the City and the Curator, including appellate proceedings arising out
of this Agreement or the violation of any law, rule, regulation, ordinance, resolution, or permit,
the prevailing party shall be entitled to recover from the other party reasonable attorneys' fees,
paralegal fees, and costs hereunder, whether incurred prior to, during or subsequent to such
court proceedings, on appeal or during any bankruptcy proceedings.
SECTION 25. ENTIRE AGREEMENT. This instrument and its exhibits constitute
the entire agreement between the parties and supersedes all previous discussions, understandings,
and agreements between the parties relating to the subject matter of this Agreement,
specifically including the Original Agreement}. Amendments to and waivers of the provisions
herein shall be made by the parties in writing by a formal amendment executed by both parties.
SECTION 26. INTERPRETATION. For purposes of interpreting this Agreement the
singular number shall include the plural and the plural the singular and the use of any gender
shall include all genders.
SECTION 27. CAPTIONS AND PARAGRAPH HEADINGS. Captions and
paragraph headings are for the convenience of reference only and in no way described, define,
extend or limit the scope of content of this Agreement or the intent of any provision hereof.
SECTION 28. El'r'ECTIVE DATE. This Agreement shall first be executed by the
Curator and submitted to the City for approval by the Ocoee City Commission. Upon approval
by the Ocoee City Commission, this Agreement shall be executed by the City. <The> {After
7
execution by the City, the} Effective Date of this Agreement shall be <the date of execution
by the City> {November 7, 1995}.
IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed the
day and year first above written.
"CITY"
Signed, sealed and delivered CITY OF OCOEE,
in the presence of: a Florida municipal corporation
By:
Signature S. {SCOTT
VANDERGRIFT}, Mayor
Print/Type Name
Attest:
f JEAN
GRAFTON}, City Clerk
Signature (SEAL)
Print/Type Name
FOR USE AND RELIANCE ONLY BY
THE CITY OF OCOEE, FLORIDA.
APPROVED AS TO FORM AND LEGALITY
this day of , <1995> {19961.
FOLEY & LARDNER APPROVED BY THE OCOEE CITY
COMMISSION AT A MEETING
HELD ON
<1995> {1996}
By: UNDER AGENDA ITEM NO.
City Attorney
C:\WP51\DOCS\OCOEE\Wn'HERS.AQM I 2/19/96118W015 I DPB:dp
8
STATE OF FLORIDA
COUNTY OF ORANGE
I HEREBY CERTIFY that on this day, before me, an officer duly authorized
in the State aforesaid and in the County aforesaid to take acknowledgements, personally appeared
S. SCOTT VANDERGRIFT and JEAN GRAFTON, personally known to me to be the Mayor
and City Clerk, respectively, of the CITY OF OCOEE, a Florida municipal corporation, and
that they severally acknowledged executing the same on behalf of said municipality in the
presence of two subscribing witnesses freely and voluntarily under authority duly vested in them
by said municipality.
WITNESS my hand and official seal in the County and State last aforesaid this
day of , <1995> 11996}.
Signature of Notary
Name of Notary (Typed,Printed or Stamped)
Commission Number(if not legible on seal):
My Commission Expires(if not legible on seal):
9
IN WITNESS WHEREOF, the Curator has caused this Agreement to be duly executed
the day of , <1995> {19961.
"CURATOR"
Signed, sealed and delivered OCOEE HISTORICAL COMIVIISSION,
in the presence of: INC., a Florida not-for-profit corporation
By:
Signature Name:
Title:
Print/Type Name (CORPORATE SEAL)
Signature
Print/Type Name
STATE OF FLORIDA
COUNTY OF ORANGE
I HEREBY CERTIFY that on this day, before me, an officer duly authorized
in the State and County aforesaid to take acknowledgements, personally appeared
as of
OCOEE HISTORICAL COMMISSION, INC., a Florida not-for-profit corporation, who [ ]
is personally known to me or[ ]produced as identification,
and that he/she acknowledged executing the foregoing instrument on behalf of said corporation,
in the presence of two subscribing witnesses, freely and voluntarily under authority duly vested
in him/her, and that the seal affixed hereto is the true corporate seal of said corporation.
WITNESS my hand and official seal in the County and State last aforesaid this
day of , < 1995> {1996}.
Signature of Notary
Name of Notary (Typed,Printed or Stamped)
Commission Number(if not legible on seal):
My Commission Expires(if not legible on seal):
C:\WP51\DOCS\OCOEE\WITHERS.A&R 1 2/19/96118 W0151 DPB:dp
10
EXHIBIT "A"
[ LEGAL DESCRIPTION ]
C:\WP51\DOCS\OCOEE\WD'HERS.A&R 12/19/96118W015 1 DPB:dp